Termination Without Cause. (This Section P does not apply to a termination without cause that occurs within three (3) months prior to a Change of Control and in relation or connection to that Change of Control or within six (6) months prior to a Change of Control and in relation or connection to that Change of Control or within twelve (12) months of a Change of Control – such terminations are covered by Section M). The Company may terminate your employment without Cause at any time upon providing you a severance payment in the amount equal to twelve (12) months plus one (1) additional month for every one (1) year of consecutive service with the Company or Parent, up to a maximum of eighteen (18) months (the “Payment Period”), and subject to Appendix A and the conditions precedent therein. In addition to the severance payment above, in the event of a termination without Cause, the Company will provide you with the following, and, as above, subject to Appendix A and the conditions precedent therein: (i) the Company will pay on your behalf or otherwise reimburse you for the cost of the monthly premiums for you and your eligible dependents to continue your health care benefits pursuant under COBRA, as amended up to the earlier of (I) the end of the Payment Period, or (II) the date you commence full-time employment; (ii) the Company will pay you an Average Bonus pro-rated for the period of the partial bonus year you actually worked immediately prior to the termination of your employment, less statutory and other applicable deductions as required. For example, if your last day of work is March 31, you will receive three (3) months of your Average Bonus. If a bonus has not yet been determined for the preceding completed calendar year, the Compensation Committee will first make that determination in the ordinary course using relevant criteria in a manner consistent with prior practice and make its recommendation to the Board so that the Average Bonus can then be determined and paid in accordance with this provision. For clarity, it is expressly agreed that you will not be entitled to any bonus whatsoever for any period of time after your last actual day at work, including during the Payment Period; (iii) the Company will pay an amount equal to the contributions to your retirement savings plan it would have paid on your behalf for the Payment Period. (iv) notwithstanding any provision in the Plan to the contrary, all options and any other deferred compensation granted to you will continue to vest for a period of three (3) months after the date your employment terminates and all vested stock options and other deferred compensation will be exercisable until the earlier of the original expiry day of the stock options and deferred compensation and the date that is six (6) months after the date your employment terminates. Any payments, severance, or other benefits hereunder will be subject to applicable withholdings and deductions. You will not be entitled to receive any further pay or compensation except (i) as expressly set out in this Agreement, and (ii) the pay, if any, accrued and owing under this Agreement up to the date of termination of your employment. On termination of your employment, regardless of the reason for such termination, you shall immediately (and with contemporaneous effect) resign any directorships, offices or other positions that you may hold, if any, in the Company, Parent or any affiliate, unless otherwise agreed in writing by the Company and Parent.
Appears in 4 contracts
Sources: Employment Agreement (Xenon Pharmaceuticals Inc.), Employment Agreement (Xenon Pharmaceuticals Inc.), Employment Agreement (Xenon Pharmaceuticals Inc.)
Termination Without Cause. (This Section P does not apply to a termination without cause that occurs within three (3) months prior to a Change of Control and in relation or connection to that Change of Control or within six (6) months prior to a Change of Control and in relation or connection to that Change of Control or within twelve (12) months of a Change of Control – such terminations are covered by Section M). The Company may terminate your employment without Cause at any time upon providing you a severance payment in If, during the amount equal to twelve (12) months plus one (1) additional month for every one (1) year of consecutive service with the Company or Parent, up to a maximum of eighteen (18) months (the “Payment Employment Period”), and subject to Appendix A and the conditions precedent therein. In addition to the severance payment above, in the event of a termination without Cause, the Company will provide you with terminates the followingemployment of the Executive hereunder for any reason other than a reason set forth in Section 4(a), and, as above, subject to Appendix A and the conditions precedent therein:4(b) or 4(c):
(i) concurrent with such termination, the Company will shall pay on your behalf or otherwise reimburse you for to the cost of the monthly premiums for you and your eligible dependents Executive an amount equal to continue your health care benefits pursuant under COBRA, as amended his accrued Base Salary up to the earlier date of termination, prorated Bonus (I) based on the end same percentage of accrued Base Salary as compared to the annual Base Salary multiplied times the average of the Payment Periodannual Bonuses paid to the Executive for the three fiscal years of the Company preceding such termination of employment) and any amounts payable pursuant to the Supplemental Retirement Plan, or (II) in each case accrued through the date you commence full-time employmentof termination;
(ii) the Company will shall continue to pay you an Average the Executive his Base Salary, average Bonus (based on the average of the annual Bonuses paid to the Executive for the three fiscal years of the Company preceding such termination of employment divided by the applicable pay period (said Base Salary and average bonus being payable pro-rated rata to the Executive on the Company's usual payroll dates)) and all other benefits which would otherwise be payable hereunder for the a period of twelve months if the partial bonus effective date of the termination of the Executive's employment with the Company under this Section 4(d) occurs at least one year you actually worked immediately after the Executive's Date of Hire and for a period of twenty-four months if the effective date of the termination of the Executive's employment with the Company under this Section 4(d) occurs at least five years after the Executive's Date of Hire; provided, however, that if, prior to the termination end of your employmentsuch period, the Executive shall obtain employment with another employer (the Executive being obligated to use his or her reasonable best efforts to secure employment during such period), the amounts otherwise payable pursuant to this clause (ii) shall be reduced by the amount of compensation earned by the Executive from his or her new employment during such period (except that in no event shall any such reduction result in the Executive receiving an amount pursuant to this clause (ii) that would be less statutory than the amount the Executive would have earned if his Base Salary, average Bonus and other applicable deductions as required. For example, if your last day of work is March 31, you will receive three (3) months of your Average Bonus. If benefits had been continued for a bonus has not yet been determined for the preceding completed calendar year, the Compensation Committee will first make that determination in the ordinary course using relevant criteria in a manner consistent with prior practice and make its recommendation to the Board so that the Average Bonus can then be determined and paid in accordance with this provision. For clarity, it is expressly agreed that you will not be entitled to any bonus whatsoever for any period of time after your last actual day at work, including during the Payment Periodsix months following such termination);
(iii) the Company will pay an amount equal Executive shall be entitled to the contributions any amounts owing but not yet paid pursuant to your retirement savings plan it would have paid on your behalf for the Payment Period.Section 3(e); and
(iv) notwithstanding any provision in the Plan to the contrary, all options and any other deferred compensation granted to you will continue to vest for a period of three (3) months after the date your employment terminates and all vested stock options and other deferred compensation will be exercisable until the earlier of the original expiry day of the stock options and deferred compensation and the date that is six (6) months after the date your employment terminates. Any payments, severance, or other benefits hereunder will be subject to applicable withholdings and deductions. You will not Executive shall be entitled to receive any further pay or compensation except (i) as expressly set out in this Agreement, and (ii) the pay, if any, accrued and owing his rights to indemnification under this Agreement up to the date of termination of your employment. On termination of your employment, regardless of the reason for such termination, you shall immediately (and with contemporaneous effect) resign any directorships, offices or other positions that you may hold, if any, in the Company, Parent or any affiliate, unless otherwise agreed in writing by the Company and ParentSection 5 hereof.
Appears in 4 contracts
Sources: Employment Agreement (Helix Technology Corp), Employment Agreement (Helix Technology Corp), Employment Agreement (Helix Technology Corp)
Termination Without Cause. Following a Change in Control or Potential Change in Control. In the event that: (This Section P does not apply to x) the Executive's employment hereunder is terminated (A) through a Constructive Termination without Cause or (B) by the Company without Cause and (y) the termination without cause that of employment occurs within three (3) months prior to two years following a Change in Control then the Executive shall be entitled to:
(I) Base Salary through the second anniversary of Control the Termination Date, payable as provided in Section 4;
(II) a Pro-Rata annual incentive award for the fiscal year in which his employment terminates based on the Executive's annual bonus opportunity for the year of termination (excluding any overachievement bonus opportunity), payable in a lump sum promptly following the Termination Date, regardless of the Executive's and in relation or connection to that Change of Control or within six Company's performance during such fiscal year;
(6III) months prior to a Change of Control and in relation or connection to that Change of Control or within twelve (12) months of a Change of Control – such terminations are covered by Section M). The Company may terminate your employment without Cause at any time upon providing you a severance payment in the an amount equal to twelve (12) months plus one (1) additional month twice the Executive's annual bonus opportunity for every one (1) the year of consecutive service termination (excluding any overachievement bonus opportunity) payable in equal installments over the 24-month period for which Base Salary is continued;
(IV) the continued right to exercise the Special Stock Option for a period of two years from the Termination Date (provided, however, that no options may be exercised after their expiration date), such Special Stock Option to become fully vested and exercisable as of the Termination Date;
(V) the continued right to exercise any outstanding stock option, other than the Special Stock Option, for a minimum period of 3 months from the Termination Date (provided, however, that no options may be exercised after their expiration date), all such options to become fully vested and exercisable as of the Termination Date;
(VI) the immediate vesting of all shares of restricted stock, including the Special Restricted Stock, as of the Termination Date;
(VII) an amount equal to the Company's contributions to which the Executive would have been entitled under the Company's Retirement Savings Plan (or any successor thereto) if the Executive had continued working for the Company and the Retirement Savings Plan continued in force during the Separation Period at the highest annual rate of Base Salary achieved during the Executive's period of actual employment with the Company or Parent, up to a maximum of eighteen (18) months (the “Payment Period”)Company, and subject making the maximum amount of employee contributions, if any, as are required under such plan;
(VIII) an amount equal to Appendix A the excess of (A) the present value of the benefits to which the Executive would be entitled under the Company's pension plan and Company's supplemental retirement plan (and any successor thereto) if the Executive had continued working for the Company for a period of 24 months following the Termination Date at the highest annual rate of Base Salary achieved during the Executive's period of actual employment with the Company, and the conditions precedent therein. In addition pension plan continued in force during the Separation Period, over (B) the present value of the benefits to which the severance payment aboveExecutive is actually entitled under the Company's pension plan and supplemental retirement plan, each computed as of the date of the Executive's Date of Termination, with present values to be determined using the discount rate used by the Pension Benefits Guaranty Corporation to calculate the benefit liabilities under the pension plan in the event of a plan termination without Causeon the Date of Termination, compounded monthly, the Company will provide you with mortality tables prescribed in the followingCompany's Pension Plan for determining actuarial equivalence, and, as above, subject to Appendix A and the conditions precedent therein:
reduction factor (iif any) the Company will pay on your behalf or otherwise reimburse you for the cost early commencement of pension payments based on the Executive's age on the last day of the monthly premiums for you and your eligible dependents to continue your health care benefits pursuant under COBRA, as amended up to 24th month following the earlier of (I) the end of the Payment Period, or (II) the date you commence full-time employmentTermination Date;
(iiIX) the Company will pay you an Average Bonus pro-rated for the period of the partial bonus year you actually worked immediately prior to the termination of your employment, less statutory and other applicable deductions as required. For example, if your last day of work is March 31, you will receive three (3) months of your Average Bonus. If a bonus has not yet been determined for the preceding completed calendar year, the Compensation Committee will first make that determination immediate vesting in the ordinary course using relevant criteria in a manner consistent with prior practice Company's Retirement Savings Plan (or any successor 401(k) plan), pension plan, supplemental retirement plan and make its recommendation to the Board so that the Average Bonus can then be determined and paid in accordance with this provision. For clarity, it is expressly agreed that you will not be entitled to any bonus whatsoever for any period of time after your last actual day at work, including during the Payment Perioddeferred compensation plans;
(iiiX) continued participation, through the second anniversary of the Termination Date, in all medical, dental, vision, hospitalization, disability and life insurance coverages and in all other employee welfare benefit plans, programs and arrangements in which he or his family members were participating on such date, on terms and conditions that are no less favorable to him than those that applied on such date and with COBRA benefits commencing thereafter, provided that the Company's obligation under this Section 8(F)(X) shall be reduced to the extent that equivalent coverages and benefits (determined on a coverage-by-coverage and benefit-by-benefit basis) are provided under the plans, programs or arrangements of a subsequent employer; and
(XI) the benefits described in Section 8(H)(I). For purposes of this Section 8(F), if preceded by a Potential Change in Control, any of the following events (if such event occurs within two years following such Potential Change in Control) shall be deemed to be a Termination of Executive's Employment without Cause following a Change in Control: 1) the Executive's employment is terminated without Cause and such termination is at the request or direction of or pursuant to negotiations with a Person who has entered into an agreement with the Company the consummation of which will pay an amount equal constitute a Change in Control; 2) the Executive's employment is terminated through a Constructive Termination Without Cause and the circumstances or events which constitute the basis for Executive's claim of Constructive Termination occur at the request or direction of, or pursuant to the contributions to your retirement savings plan it would have paid on your behalf for the Payment Period.
(iv) notwithstanding any provision in the Plan to the contrarynegotiations with, all options and any other deferred compensation granted to you will continue to vest for a period of three (such Person, or 3) months after the date your Executive's employment terminates is terminated without Cause and all vested stock options and such termination is otherwise in connection with or in anticipation of a Change in Control which actually occurs. The Company agrees that the Executive is not required to seek other deferred compensation will be exercisable until the earlier of the original expiry day of the stock options and deferred compensation employment or to attempt in any way to reduce amounts payable to Executive under this Section 8(F), and the date that is six (6amounts payable to pursuant to this Section 8(F) months after the date your employment terminates. Any payments, severance, or other benefits hereunder will be subject to applicable withholdings and deductions. You will shall not be entitled reduced by any amounts earned by or payable to receive any further pay or compensation Executive, except (i) as expressly set out provided in this Agreement, and (ii) the pay, if any, accrued and owing under this Agreement up to the date of termination of your employment. On termination of your employment, regardless of the reason for such termination, you shall immediately (and with contemporaneous effect) resign any directorships, offices or other positions that you may hold, if any, in the Company, Parent or any affiliate, unless otherwise agreed in writing by the Company and ParentSection 8(F)(X).
Appears in 4 contracts
Sources: Employment Agreement (Ikon Office Solutions Inc), Employment Agreement (Ikon Office Solutions Inc), Employment Agreement (Ikon Office Solutions Inc)
Termination Without Cause. The Company shall have the right, upon ninety (This Section P does not apply 90) days’ prior written notice given to a termination without cause that occurs within three the Executive, to terminate the Executive’s employment for any reason whatsoever (3except for Cause (as defined below) months prior to a Change of Control and in relation or connection to that Change of Control or within six (6) months prior to a Change of Control and in relation or connection to that Change of Control or within twelve (12) months of a Change of Control – such terminations are which is covered by Section M3(d)). The Company may terminate your employment without Cause at any time upon providing you a severance payment in the amount equal to twelve (12) months plus one (1) additional month for every one (1) year of consecutive service with the Company or Parent, up to a maximum of eighteen (18) months (the “Payment Period”), and subject to Appendix A and the conditions precedent therein. In addition to the severance payment above, in the event of a such termination, the Company shall have no further obligations hereunder, except that the Executive shall be entitled to (i) receive any accrued but unpaid salary and other amounts to which the Executive otherwise is entitled hereunder prior to the date of his termination without Cause, in accordance with Section 3(a) and other applicable payment provisions herein; (ii) receive bonus compensation earned but not paid under Section 3(b) hereof that relates to any fiscal year ended prior to the Company will provide you date of his termination without Cause, in accordance with the following, and, as above, subject to Appendix A and the conditions precedent therein:
Section 3(b) hereof; (iiii) the Company will pay on your behalf or otherwise reimburse you for the cost receive a pro-rata portion of the monthly premiums for you and your eligible dependents annual bonus payout that the Executive would have been entitled to continue your health care benefits pursuant under COBRA, as amended up to the earlier of (I) receive had he remained in employment through the end of the Payment Periodfiscal year during which the termination without Cause occurred, or (II) based on the date you commence full-time employment;
(ii) the Company will pay you an Average Bonus pro-rated for the period portion of the partial bonus fiscal year you actually worked immediately that has elapsed prior to the termination of your employmentsuch termination, less statutory and other applicable deductions as required. For example, if your last day of work is March 31, you will receive three (3) months of your Average Bonus. If a bonus has not yet been determined for the preceding completed calendar year, the Compensation Committee will first make that determination in the ordinary course using relevant criteria in a manner consistent with prior practice and make its recommendation to the Board so that the Average Bonus can then be determined and paid in accordance with this provision. For claritySection 3(b) hereof (provided, it is expressly agreed that you will such payment shall not be entitled to any bonus whatsoever for any period of time after your last actual day at work, including during the Payment Period;
(iii) the Company will pay an amount equal made prior to the contributions to your retirement savings plan it would have paid on your behalf for sixtieth (60th) day following the Payment Period.
Executive’s date of termination); (iv) notwithstanding any provision receive as damages (A) for a period ending on a date two (2) years from the date of termination without Cause, in accordance with the Plan regular payroll policies of the Company in effect from time to time, his Base Salary as established under and in accordance with Section 3(a) hereof and (B) bonus compensation equal to fifty percent (50%) of the average of the actual annual bonuses paid or payable to the contraryExecutive under the Bonus Plan during the past two (2) completed fiscal years paid in accordance with Section 6(j)(i) hereof (provided, all options and any other deferred compensation granted that such payment shall not be made prior to you will continue to vest the sixtieth (60th) day following the Executive’s date of termination); (v) receive reimbursement for financial counseling services under Section 5(b) hereof for a period of three two (32) months after years from the date your employment terminates and all vested stock options and other deferred compensation will be exercisable until the earlier of the original expiry day of the stock options and deferred compensation and the date termination, in accordance with Section 5(b) hereof (provided, that is six (6) months after the date your employment terminates. Any payments, severance, or other benefits hereunder will be subject to applicable withholdings and deductions. You will such payment shall not be entitled made prior to receive any further pay or compensation except the sixtieth (i60th) as expressly set out in this Agreement, day following the Executive’s date of termination); and (iivi) the pay, if any, accrued and owing under this Agreement up to participate for a period ending on a date two (2) years from the date of termination of your employment. On termination of your employmentwithout Cause (the “Without Cause Continuation Period”), regardless to the extent permitted by applicable law and regulations and the applicable benefit plan, program or arrangement, in any and all qualified and non-qualified pension and qualified retirement savings, healthcare, life insurance and accidental death and dismemberment insurance benefit plans, programs or arrangements, on terms identical to those applicable to full-term senior officers of the reason for such termination, you shall immediately (Company. Because continued participation in any qualified pension and with contemporaneous effect) resign any directorships, offices or other positions that you may hold, if any, in the Company, Parent or any affiliate, unless otherwise agreed in writing by qualified retirement savings plans of the Company is not permitted during the Without Cause Continuation Period, the Company shall provide to the Executive, subject to Section 6(j), cash payments, to be paid in accordance with Section 6(j)(i), equal to the Pension Replacement Payment (as defined in Section 6(a)) with respect to the Without Cause Continuation Period (provided, that such payment shall not be made prior to the sixtieth (60th) day following the Executive’s date of termination). Notwithstanding the above, any amounts payable under this Section 6(c) that are separation pay as described under Treas. Reg. §1.409A-1(b)(9)(iii)(A) shall be paid no later than December 31 of the second calendar year following the year in which the Executive’s termination pursuant to this section 6(c) occurs; any amounts payable under this Section 6(c) that are not otherwise exempt from Code section 409A are subject to, and Parentpayable in accordance with, Section 6(j) of this Agreement. Except as otherwise provided in this Section 6(c), the Company will have no further obligations under Sections 3, 4 and 5 hereof or otherwise. In the event of termination pursuant to this Section 6(c), the Executive shall not be required to mitigate his damages hereunder.
Appears in 4 contracts
Sources: Employment Agreement (Estee Lauder Companies Inc), Employment Agreement (Estee Lauder Companies Inc), Employment Agreement (Estee Lauder Companies Inc)
Termination Without Cause. The Company may terminate your employment without Cause at any time. If the Company terminates your employment without Cause (This Section P does i) not apply to a termination without cause that occurs within three (3) months prior to a Change of Control and in relation or connection to that Change of Control or within six Control, and (6ii) months prior to a Change of Control and in relation or connection to that Change of Control or not within twelve (12) months of following a Change of Control – such terminations are covered by Section M). The Company may terminate your employment without Cause at any time upon providing you a severance payment in the amount equal to twelve (12) months plus one (1) additional month for every one (1) year of consecutive service with the Company or Parent, up to a maximum of eighteen (18) months (the “Payment Period”), and subject to Appendix A and the conditions precedent therein. In addition to the severance payment above, in the event of a termination without CauseControl, the Company will provide you with the following, and, as above, subject to Appendix A and the conditions precedent therein:
(i) a lump sum severance payment in the amount equal to the product obtained by multiplying (i) your Base Salary, by (ii) a fraction, the numerator of which is the sum of twelve (12) plus the number of full years of consecutive service you have completed with the Company or Parent as of your termination date, up to a maximum of eighteen (18) (such numerator, the “Non-COC Numerator”), and the denominator of which is twelve (12);
(ii) the Pro-Rated Annual Bonus;
(iii) provided that you timely elect to continue coverage and that of any eligible dependents in the Company’s group health plans under the federal law known as “COBRA” or similar state law, the Company will pay on your behalf or otherwise reimburse you for the cost of COBRA Payments until the monthly premiums for you and your eligible dependents to continue your health care benefits pursuant under COBRA, as amended up to the earlier earliest of (I) the end expiration of a number of months following your termination of employment equal to the Non-COC Numerator (the “Payment Period”), or (II) the date you commence full-time employment, or (III) the date that you and your eligible dependents cease to be eligible for such COBRA coverage under applicable law or plan terms;
(ii) the Company will pay you an Average Bonus pro-rated for the period of the partial bonus year you actually worked immediately prior to the termination of your employment, less statutory and other applicable deductions as required. For example, if your last day of work is March 31, you will receive three (3) months of your Average Bonus. If a bonus has not yet been determined for the preceding completed calendar year, the Compensation Committee will first make that determination in the ordinary course using relevant criteria in a manner consistent with prior practice and make its recommendation to the Board so that the Average Bonus can then be determined and paid in accordance with this provision. For clarity, it is expressly agreed that you will not be entitled to any bonus whatsoever for any period of time after your last actual day at work, including during the Payment Period;
(iiiiv) the Company will pay an amount equal to the contributions to your retirement savings plan it would have paid on your behalf for the Payment Period.;
(ivv) notwithstanding any provision in the Plan to the contrary, all options options, restricted stock units, other equity or equity-based awards, and any other deferred compensation granted to you will continue to vest for a period of three (3) months after the date your employment terminates and all vested stock options and other deferred compensation will be exercisable until the earlier of the original expiry day of the stock options and deferred compensation and the date that is six (6) months after the date your employment terminates. Subject to Appendix A, (i) the cash severance payments described above (except for the COBRA Payments) will be paid on the first practicable regularly scheduled payroll date following the Release Effective Date, and (ii) the COBRA Payments will be paid in substantially equal installments, commencing as soon as practicable following the Release Effective Date, but will be retroactive to the day following your termination of employment. Any payments, severance, or other benefits hereunder will be subject to applicable withholdings and deductions. You will not be entitled to receive any further pay or compensation except (i) as expressly set out in this Agreement, and (ii) the pay, if any, accrued and owing under this Agreement up to the date of termination of your employment. On termination of your employment, regardless of the reason for such termination, you shall immediately (and with contemporaneous effect) resign be deemed to have resigned any directorships, offices or other positions that you may hold, if any, in the Company, Parent or any affiliate, with no further action required on the part of the Company, Parent or such affiliate, in each case unless otherwise agreed in writing by the Company and Parent.
Appears in 4 contracts
Sources: Offer Letter (Xenon Pharmaceuticals Inc.), Offer Letter (Xenon Pharmaceuticals Inc.), Offer Letter (Xenon Pharmaceuticals Inc.)
Termination Without Cause. The Company may, with or without reason, terminate Employee's employment under this Agreement without "cause" at any time, by providing Employee thirty (This 30) days prior written notice of such termination. If Employee's employment is terminated pursuant to this Section P does 8(b), Employee shall not apply be obligated to a render services to the Company following the effective date of such notice (the "Notice Date") except such services as are requested by the Company pursuant to Section 11 ("Transition Period Services"), and as its sole and exclusive obligation and duty to Employee resulting directly or indirectly from the termination without cause that occurs within three (3) months prior to a Change of Control Employee's employment with the Company and in relation full and complete settlement of any and all claims that Employee may have or connection claim to that Change have arising directly or indirectly out of Control or within the termination of his employment with the Company, the Company shall, subject to Section 12 ("Non Competition") pay Employee, as severance pay, an amount (the "Severance Amount") equal to the product of multiplying the then current semi-monthly base salary by thirty-six (636) months prior to a Change of Control and in relation or connection to that Change of Control or within twelve semi-monthly periods (12) months of a Change of Control – such terminations are covered by Section Mthe "Severance Period"). The Company may terminate your employment without Cause at any time upon providing you a severance payment in the amount equal to twelve (12) months plus one (1) additional month for every one (1) year of consecutive service with Severance Amount shall be payable by the Company or Parent, up to a maximum of eighteen (18) months (the “Payment Period”), and subject to Appendix A and the conditions precedent therein. In addition to the severance payment above, Employee in the event of a termination without Cause, the Company will provide you with the following, and, as above, subject to Appendix A and the conditions precedent therein:
(i) the Company will pay on your behalf or otherwise reimburse you for the cost of the monthly premiums for you and your eligible dependents to continue your health care benefits pursuant under COBRA, as amended up to the earlier of (I) the end of the Payment Period, or (II) the date you commence full-time employment;
(ii) the Company will pay you an Average Bonus pro-rated for the period of the partial bonus year you actually worked immediately prior to the termination of your employment, less statutory and other applicable deductions as required. For example, if your last day of work is March 31, you will receive three (3) months of your Average Bonus. If a bonus has not yet been determined for the preceding completed calendar year, the Compensation Committee will first make that determination in the ordinary course using relevant criteria in a manner consistent with prior practice and make its recommendation to the Board so that the Average Bonus can then be determined and paid in accordance with this provision. For clarity, it is expressly agreed that you will not be entitled to any bonus whatsoever for any period of time after your last actual day at work, including during the Payment Period;
(iii) the Company will pay an amount equal to the contributions Base Salary payable in twelve (12) equally monthly installments commencing on the Notice Date. The Company shall also pay to your retirement savings plan it the Employee a portion of any discretionary bonus (the "Bonus Portion"), as determined by the Company's Board of Directors, referred to in Section 3(a) ("Compensation-Base Salary"), that, but for the termination of Employee's employment, would have been paid on your behalf to Employee for or with respect to the Payment calendar year in which Employee's employment is terminated. The Bonus Portion shall consist of that percentage of the said discretionary bonus determined by dividing the number of full or partial calendar months during the calendar year in which Employee's employment is terminated that Employee was in the employ of the Company by twelve (12). Until the end of the Severance Period or until Employee is gainfully employed by another employer, which ever time period is less, the Company shall allow Employee to continue participation in the Company s group health insurance plan at the Company's expense. In accordance with all applicable laws, Employee shall be extended all COBRA rights and benefits at the end of the Severance Period.
(iv) notwithstanding any provision in the Plan to the contrary, all options and any other deferred compensation granted to you will continue to vest for a period of three (3) months after the date your employment terminates and all vested stock options and other deferred compensation will be exercisable until the earlier of the original expiry day of the stock options and deferred compensation and the date that is six (6) months after the date your employment terminates. Any payments, severance, or other benefits hereunder will be subject to applicable withholdings and deductions. You will not be entitled to receive any further pay or compensation except (i) as expressly set out in this Agreement, and (ii) the pay, if any, accrued and owing under this Agreement up to the date of termination of your employment. On termination of your employment, regardless of the reason for such termination, you shall immediately (and with contemporaneous effect) resign any directorships, offices or other positions that you may hold, if any, in the Company, Parent or any affiliate, unless otherwise agreed in writing by the Company and Parent.
Appears in 3 contracts
Sources: Employment Agreement (Fields MRS Original Cookies Inc), Employment Agreement (Fields MRS Original Cookies Inc), Employment Agreement (Fields MRS Original Cookies Inc)
Termination Without Cause. At any time the Company shall have the right to terminate Executive’s employment hereunder without Cause by providing Executive with thirty (This 30) days’ prior written notice of the Company’s election to terminate without Cause. In the event of any termination pursuant to this Section P 9(b), or in the event of the Company’s election to terminate Executive’s employment by delivering a Notice of Non-Renewal as described in Section 2(a) above, at such time as Cause does not apply exist, the Company shall:
(i) pay to Executive the Accrued Obligations;
(ii) pay to Executive his Annual Salary described in Section 4(a) for a termination without cause that occurs within three (3) months prior to a Change period of Control and in relation or connection to that Change of Control or within six (6) months prior to a Change of Control and in relation or connection to that Change of Control or within twelve (12) months following the Date of a Change of Control – such terminations are covered by Section M). The Company may terminate your employment without Cause at any time upon providing you a severance payment in the amount equal to twelve (12) months plus one (1) additional month for every one (1) year of consecutive service with the Company or Parent, up to a maximum of eighteen (18) months Termination (the “Payment Salary Continuation Period”);
(iii) pay to Executive any Annual Bonus awarded by the Compensation Committee for the fiscal year preceding the year in which the Date of Termination occurs but remains unpaid, and subject provided that such payment will be made at substantially the same time as other participants under the applicable bonus plan are paid;
(iv) pay to Appendix A and Executive the conditions precedent therein. In addition pro rata portion of the Annual Bonus for the fiscal year in which the Date of Termination occurs that is earned for any fiscal quarter completed prior to the severance Date of Termination, provided that such payment abovewill be made at substantially the same time as other participants under the applicable bonus plan are paid;
(v) pay to Executive any portion of the Transaction Incentive Fee to which he is entitled pursuant to Section 4(d), provided that such payment will be made at such time as provided in Section 4(d);
(vi) to the event of a extent permitted by each employee benefit plan, continue Executive’s participation in any employee benefit plan described in Section 5(a) during the Salary Continuation Period; provided, however, that to the extent an employee benefit plan precludes Executive’s continued participation in that plan following his termination without Cause, the Company will provide you with the following, not grant Executive a payout in lieu of that benefit; and, as above, subject to Appendix A and the conditions precedent therein:
(ivii) vest on the Company will pay on your behalf or otherwise reimburse you for the cost Date of the monthly premiums for you and your eligible dependents to continue your health care benefits pursuant under COBRA, as amended up to the earlier of (I) the end of the Payment Period, or (II) the date you commence full-time employment;
(ii) the Company will pay you an Average Bonus pro-rated for the period of the partial bonus year you actually worked immediately prior to the termination of your employment, less statutory and other applicable deductions as required. For example, if your last day of work is March 31, you will receive three (3) months of your Average Bonus. If a bonus has not yet been determined for the preceding completed calendar year, the Compensation Committee will first make that determination in the ordinary course using relevant criteria in a manner consistent with prior practice and make its recommendation to the Board so that the Average Bonus can then be determined and paid in accordance with this provision. For clarity, it is expressly agreed that you will not be entitled to any bonus whatsoever for any period of time after your last actual day at work, including during the Payment Period;
(iii) the Company will pay an amount equal to the contributions to your retirement savings plan it would have paid on your behalf for the Payment Period.
(iv) notwithstanding any provision in the Plan to the contraryTermination, all unvested options and any other deferred compensation granted to you will continue to vest that otherwise would be eligible for a period of three (3) months after the date your employment terminates and all vested stock options and other deferred compensation will be exercisable until the earlier of the original expiry day of the stock options and deferred compensation and the date that is vesting less than six (6) months after the date your Date of Termination, provided that these options will expire in accordance with the terms of the Option Plan and Option Agreement; provided that, notwithstanding any provision in this Agreement to the contrary, as an express contractual condition to the Company’s obligation to provide any of the foregoing payments or benefits under this Section 9(b) other than payment of the Accrued Obligations, Executive shall execute and deliver a general release, in the form attached hereto as Exhibit A, of any and all common law, statutory and/or other rights, claims or causes of action of any kind, including without limitation any rights, claims or causes of action based upon this Agreement or otherwise arising out of or related to the Executive’s employment terminatesby, and/or the termination of the Executive’s employment with, the Company or any of its affiliates (except for the Company’s obligations under this Agreement). Any paymentsFurther, severance, or other Executive shall forfeit all rights to such payments and benefits hereunder will be unless such release is signed and delivered (and no longer subject to any applicable withholdings revocation or rescission rights) within thirty (30) days following the date of the Date of Termination. If the foregoing release is executed and deductions. You will not be entitled delivered (and no longer subject to receive any further pay revocation or compensation except (irescission), then the payments under Section 9(b)(i) as expressly set out in this Agreement, and (ii) (other than reimbursements made in accordance with Section 4(e)) shall begin within sixty (60) days following the payDate of Termination; provided, however, that if anythe sixty (60) day period begins in one calendar year and ends in the second calendar year, accrued and owing all payments will be made in the second calendar year. The first such cash payment shall include payment of all amounts that otherwise would have been due prior thereto under the terms of this Agreement up had such payments commenced immediately following the Date of Termination, and any payments made thereafter shall continue as provided herein. The delayed benefits shall in any event expire at the time such benefits would have expired had such benefits commenced immediately following the Date of Termination. The Company will not pay to Executive any sick days, personal days or vacation time which Executive has accrued prior to the date Date of termination Termination but has not used prior to the Date of your employmentTermination. On termination of your employmentOther than the obligation to make the payments described in this Section 9(b), regardless of the reason for such termination, you shall immediately (and with contemporaneous effect) resign any directorships, offices or other positions that you may hold, if any, in the Company, Parent or any affiliate, unless otherwise agreed in writing by the Company and Parentits affiliates shall have no further liability or obligation to Executive hereunder following a termination without Cause, or upon the Company’s delivery of a Notice of Non-Renewal.
Appears in 3 contracts
Sources: Employment Agreement (EQM Technologies & Energy, Inc.), Employment Agreement (EQM Technologies & Energy, Inc.), Employment Agreement (EQM Technologies & Energy, Inc.)
Termination Without Cause. If the Bank terminates Executive’s employment Without Cause during the Employment Period: (This Section P does not apply i) Executive will be paid his Salary and any Benefits accrued through the last day of his employment; (ii) so long as Executive continues to comply with Sections 7, 8, and 9 of this Agreement, Executive will be entitled to receive continuing payments of Salary installments, at the Salary rate in effect as of the last day of employment, for a termination without cause that occurs within three (3) months prior period equal to a Change the lesser of Control and in relation or connection to that Change of Control or within six (6) months prior to a Change of Control and in relation or connection to that Change of Control or within twelve (12) months or the remaining Employment Period, determined as of a Change of Control – such terminations are covered by Section M). The Company may terminate your the date Executive’s employment without Cause at any time upon providing you a severance payment in the amount equal to twelve (12) months plus one (1) additional month for every one (1) year of consecutive service with the Company or Parent, up to a maximum of eighteen (18) months (the “Payment Period”), and subject to Appendix A and the conditions precedent therein. In addition to the severance payment above, in the event of a termination without Cause, the Company will provide you with the following, and, as aboveis terminated, subject to Appendix A the requirement set forth below that the Executive execute a release agreement; and (iii) Executive’s rights with respect to vested and unvested stock options will be determined as provided in the conditions precedent therein:
(i) applicable stock option plan; provided, however, if the Company will pay on your behalf or otherwise reimburse you for effective date of such termination Without Cause occurs prior to the cost first anniversary of the monthly premiums for you and your eligible dependents to continue your health care benefits pursuant under COBRAEffective Date (of the Transaction), as amended up then Executive shall be entitled to the earlier of (I) benefits in Section 5. As a condition precedent to the end of Executive’s right to receive the Payment Period, or (II) the date you commence full-time employment;
severance payments set forth in clause (ii) of this subsection 4(d), Executive must sign a release of all claims against the Company Bank, and its officers, directors, employees and agents, and the Bank’s Affiliates, and their officers, directors, employees and agents, in a form acceptable to the Bank; provided, however, such release shall not cover any benefit plan, program, or agreement of the Bank that is applicable to the Executive. Executive must sign and return the release, if at all, so that the release is effective (taking into account any revocation period provided for therein, if any) by no later than the sixtieth (60th) calendar day following the date the Executive’s employment is terminated. The first payment will pay you an Average Bonus probe made on the Bank’s next regular pay-rated for day which is at least five (5) business days following the later of the effective date of the release or the date it is received by the Bank; but that first payment shall include all amounts accrued from the date of termination. Where the period of available to execute (and to not revoke) the partial bonus year you actually worked immediately prior to the termination of your employment, less statutory and other applicable deductions as required. For example, if your last day of work is March 31, you will receive three (3) months of your Average Bonus. If a bonus has not yet been determined for the preceding completed release spans more than one calendar year, the Compensation Committee will first make that determination in the ordinary course using relevant criteria in a manner consistent with prior practice and make its recommendation to the Board so that the Average Bonus can then be determined and paid in accordance with this provision. For clarity, it is expressly agreed that you will payment shall not be entitled to any bonus whatsoever for any period of time after your last actual day at work, including during the Payment Period;
(iii) the Company will pay an amount equal to the contributions to your retirement savings plan it would have paid on your behalf for the Payment Period.
(iv) notwithstanding any provision in the Plan to the contrary, all options and any other deferred compensation granted to you will continue to vest for a period of three (3) months after the date your employment terminates and all vested stock options and other deferred compensation will be exercisable made until the earlier second calendar year, or later, as required by the applicable terms of this Agreement and Section 409A of the original expiry day of the stock options and deferred compensation and the date that is six (6) months after the date your employment terminates. Any payments, severance, or other benefits hereunder will be subject to applicable withholdings and deductions. You will not be entitled to receive any further pay or compensation except (i) as expressly set out in this Agreement, and (ii) the pay, if any, accrued and owing under this Agreement up to the date of termination of your employment. On termination of your employment, regardless of the reason for such termination, you shall immediately (and with contemporaneous effect) resign any directorships, offices or other positions that you may hold, if any, in the Company, Parent or any affiliate, unless otherwise agreed in writing by the Company and ParentCode.
Appears in 3 contracts
Sources: Executive Employment Agreement (Crescent Financial Corp), Executive Employment Agreement (Crescent Financial Corp), Executive Employment Agreement (Crescent Financial Corp)
Termination Without Cause. (This Subject to the provisions of Section P does not apply to a 2 hereof, upon termination of the employment of the Executive by the Company without cause that occurs within three (3) months prior to a Change after completion of Control and the notice period provided in relation or connection to that Change of Control or within six (6) months prior to a Change of Control and in relation or connection to that Change of Control or within twelve (12) months of a Change of Control – such terminations are covered by Section M). The Company may terminate your employment without Cause at any time upon providing you a severance payment in the amount equal to twelve (12) months plus one (1) additional month for every one (1) year of consecutive service with the Company or Parent, up to a maximum of eighteen (18) months (the “Payment Period”2(b), and subject the Executive shall be entitled to Appendix A and the conditions precedent therein. In addition to the severance payment above, in the event of a termination without Cause, the Company will provide you with the following, and, as above, subject to Appendix A and the conditions precedent therein:
receive: (i) the Company will pay on your behalf or otherwise reimburse you for the cost amount of the monthly premiums for you and your eligible dependents to continue your health care benefits pursuant under COBRA, as amended up Executive’s Base Salary accrued with respect to the earlier of (I) the end of the Payment Period, or (II) the date you commence full-time employment;
(ii) the Company will pay you an Average Bonus pro-rated for the period of the partial bonus year you actually worked immediately prior to the termination of your employment, less statutory and other applicable deductions as required. For example, if your last day of work is March 31, you will receive three (3) months of your Average Bonus. If a bonus has not yet been determined for the preceding completed calendar year, the Compensation Committee will first make that determination in the ordinary course using relevant criteria in a manner consistent with prior practice and make its recommendation to the Board so that the Average Bonus can then be determined and paid in accordance with this provision. For clarity, it is expressly agreed that you will not be entitled to any bonus whatsoever for any period of time after your last actual day at work, including during the Payment Period;
(iii) the Company will pay an amount equal to the contributions to your retirement savings plan it would have paid on your behalf for the Payment Period.
(iv) notwithstanding any provision in the Plan to the contrary, all options and any other deferred compensation granted to you will continue to vest for a period of three (3) months after the date your employment terminates and all vested stock options and other deferred compensation will be exercisable until the earlier of the original expiry day of the stock options and deferred compensation and the date that is six (6) months after the date your employment terminates. Any payments, severance, or other benefits hereunder will be subject to applicable withholdings and deductions. You will not be entitled to receive any further pay or compensation except (i) as expressly set out in this Agreement, and (ii) the pay, if any, accrued and owing under this Agreement up to the date of termination of your the Executive’s employment. On , to the extent not previously paid, (ii) a salary continuation benefit for a period of six (6) months following the date of termination of your Executive’s employment, regardless at a rate equal to the rate of Executive’s Base Salary as of the reason for such day immediately preceding the date of termination, you shall immediately (payable at the times and with contemporaneous effect) resign any directorshipsin the manner of the Company’s regular payroll practices, offices or other positions provided, however, that you may holdthis period of salary continuation benefit will be reduced by that number of weeks, if any, in that the Company, Parent or any affiliate, unless otherwise agreed in writing Executive remains employed by the Company but is required to remain away from work during the Notice Period and Parentshall be further reduced to the extent that the Company pays salary in lieu of employment of Executive during the Notice Period and (iii) an amount in lieu of Discretionary Bonus equal to (x) the Discretionary Bonus, if any, paid to the Executive for the fiscal year of the Company immediately preceding the year in which Executive’s employment is terminated, multiplied by (y) a fraction, the numerator of which is the number of days of Executive’s employment by the Company during the fiscal year of the Company in which Executive’s employment is terminated, and the denominator of which is 365. Any amount payable to the Executive pursuant to clause (ii) or (iii) of this Section 6(a) shall be paid to the Executive only in the event that he executes a release of liability in favor of the Company in a form satisfactory to the Company and to the extent that Executive is not otherwise in breach of this Agreement or such release agreement at the time of payment. Notwithstanding anything else contained herein, in the event that the Executive is terminated without cause within the one year period following a “change of control” (as defined herein), Executive shall be entitled to receive the benefits set forth in Section 6(d) in lieu of the benefits set forth in Section 6(a) above.
Appears in 3 contracts
Sources: Employment Agreement (Jersey Partners Inc.), Employment Agreement (Jersey Partners Inc.), Employment Agreement (GFI Group Inc.)
Termination Without Cause. (This If the IESO terminates this Agreement without cause in accordance with Section P does not apply 3.2(g), the Participant’s entitlement to a termination without cause that occurs within three EE Capacity Payment shall be determined as follows:
(3a) months If the IESO terminates this Agreement prior to a Change the submission of Control and in relation or connection to that Change of Control or within six (6) months prior the Participant’s EE Resource Plan Update for an Obligation Period, the Participant shall be entitled to a Change EE Capacity Payment for such Obligation Period calculated as follows: EE Capacity Payment = 0.5 x (EE Capacity Obligation X Accepted Offer Price)
(b) If the IESO terminates this Agreement following the submission of Control and in relation or connection to that Change the Participant’s EE Resource Plan Update for a respective Obligation Period but before the commencement of Control or within twelve (12) months of a Change of Control – such terminations are covered by Section M). The Company may terminate your employment without Cause at any time upon providing you a severance payment in Obligation Period, the amount equal to twelve (12) months plus one (1) additional month for every one (1) year of consecutive service with the Company or Parent, up Participant shall be entitled to a maximum of eighteen EE Capacity Payment for such Obligation Period calculated as follows: EE Capacity Payment = 0.7 x (18EE Capacity Obligation X Accepted Offer Price)
(c) months (If the “Payment IESO terminates this Agreement during an Obligation Period”), and subject to Appendix A and the conditions precedent therein. In addition to the severance payment above, in the event of a termination without Cause, the Company will provide you with Participant shall submit a M&V Report for each Energy Efficiency Resource for any completed portion of the following, Obligation Period within sixty (60) calendar days of receiving notice of the termination and, as above, subject to Appendix A and the conditions precedent thereinIESO’s approval of such M&V Report, shall be entitled to a EE Capacity Payment for such Obligation Period calculated as the sum of the following:
(i) the Company will pay on your behalf or otherwise reimburse you for the cost of the monthly premiums for you and your eligible dependents to continue your health care benefits pursuant under COBRA, as amended up to the earlier of (ICD/TD) the end of the Payment Period, or x (IIAccepted Offer Price) the date you commence full-time employment;x (2 x delivered EE Capacity – EE Capacity Obligation); and
(ii) 0.7 x (RD/TD) x EE Capacity Obligation X Accepted Offer Price Where: CD = completed days in the Company will pay you Obligation Period RD = remaining days in the Obligation Period, calculated as TD - CD TD = total days in the Obligation Period
(d) If the IESO terminates this Agreement following the completion of an Average Bonus pro-rated for the period of the partial bonus year you actually worked immediately prior to the termination of your employment, less statutory and other applicable deductions as required. For example, if your last day of work is March 31, you will receive three (3) months of your Average Bonus. If a bonus has not yet been determined for the preceding completed calendar yearObligation Period, the Compensation Committee EE Capacity Payment for such Obligation Period will first make that determination in the ordinary course using relevant criteria in a manner consistent with prior practice and make its recommendation to the Board so that the Average Bonus can then be determined and paid calculated normally in accordance with this provision. For clarity, it is expressly agreed that you will not be entitled to any bonus whatsoever for any period of time after your last actual day at work, including during the Payment Period;
(iii) the Company will pay an amount equal to the contributions to your retirement savings plan it would have paid on your behalf for the Payment PeriodSection 5.5.
(iv) notwithstanding any provision in the Plan to the contrary, all options and any other deferred compensation granted to you will continue to vest for a period of three (3) months after the date your employment terminates and all vested stock options and other deferred compensation will be exercisable until the earlier of the original expiry day of the stock options and deferred compensation and the date that is six (6) months after the date your employment terminates. Any payments, severance, or other benefits hereunder will be subject to applicable withholdings and deductions. You will not be entitled to receive any further pay or compensation except (i) as expressly set out in this Agreement, and (ii) the pay, if any, accrued and owing under this Agreement up to the date of termination of your employment. On termination of your employment, regardless of the reason for such termination, you shall immediately (and with contemporaneous effect) resign any directorships, offices or other positions that you may hold, if any, in the Company, Parent or any affiliate, unless otherwise agreed in writing by the Company and Parent.
Appears in 3 contracts
Sources: Energy Efficiency Auction Pilot Program Agreement, Energy Efficiency Auction Pilot Program Agreement, Energy Efficiency Auction Pilot Program Agreement
Termination Without Cause. At any time the Company shall have the right to terminate the Term of Employment by written notice to the Executive. Upon any termination pursuant to this Section 5.4 (This Section P does that is not apply to a termination without cause that occurs within three under any of Sections 5.1, 5.2, 5.3, 5.5 or 5.6), the Company shall (3i) months prior pay to the Executive any unpaid Base Salary through the effective date of termination specified in such notice, (ii) continue to pay the Executive's Base Salary for a Change period (the " Continuation Period") through the date on which the Term of Control and Employment would have ended pursuant to Section 2 hereof in relation or connection the absence of an earlier termination pursuant to that Change of Control or within this Section 5 but in no event for more than six (6) months prior from notice of termination hereunder, provided, however, Executive shall have been employed by Company for a period of at least ninety (90) days to a Change of Control and in relation or connection be eligible for such payment, (iii) continue to that Change of Control or within twelve (12) months of a Change of Control – such terminations are covered by Section M). The Company may terminate your employment without Cause at any time upon providing you a severance payment in provide the amount equal to twelve (12) months plus one (1) additional month for every one (1) year of consecutive service Executive with the Company or Parent, up to a maximum of eighteen (18) months benefits he/she was receiving under Sections 4.2 and 4.4 hereof (the “Payment Period”), and subject to Appendix A and the conditions precedent therein. In addition to the severance payment above, in the event of a termination without Cause, the Company will provide you with the following, and, as above, subject to Appendix A and the conditions precedent therein:
(i"Benefits") the Company will pay on your behalf or otherwise reimburse you for the cost of the monthly premiums for you and your eligible dependents to continue your health care benefits pursuant under COBRA, as amended up to the earlier of (I) through the end of the Payment Period, Continuation Period in the manner and at such times as the Incentive Compensation or (II) the date you commence full-time employment;
(ii) the Company will pay you an Average Bonus pro-rated for the period of the partial bonus year you actually worked immediately prior Benefits otherwise would have been payable or provided to the termination of your employmentExecutive, less statutory and other applicable deductions as required. For exampleprovided, if your last day of work is March 31however, you will receive three (3) months of your Average Bonus. If a bonus has not yet Executive shall have been determined for the preceding completed calendar year, the Compensation Committee will first make that determination in the ordinary course using relevant criteria in a manner consistent with prior practice and make its recommendation to the Board so that the Average Bonus can then be determined and paid in accordance with this provision. For clarity, it is expressly agreed that you will not be entitled to any bonus whatsoever for any period of time after your last actual day at work, including during the Payment Period;
(iii) the employed by Company will pay an amount equal to the contributions to your retirement savings plan it would have paid on your behalf for the Payment Period.
(iv) notwithstanding any provision in the Plan to the contrary, all options and any other deferred compensation granted to you will continue to vest for a period of three at least ninety (390) months after the date your employment terminates and all vested stock options and other deferred compensation will days to be exercisable until the earlier eligible for such Benefits or payment of the original expiry day cash value of such Benefits, as set forth below. In the event that the Company is unable to provide the Executive with any Benefits required hereunder by reason of the stock options and deferred compensation and termination of the date Executive's employment pursuant to this Section 5.4, then the Company shall pay the Executive cash equal to the value of the Benefit that is six (6) months after otherwise would have accrued for the date your employment terminates. Any paymentsExecutive's benefit under the plan, severance, or other benefits hereunder will be subject to applicable withholdings and deductions. You will for the period during which such Benefits could not be entitled provided under the plans. The Company's good faith determination of the amount that would have been contributed or the value of any Benefits that would have accrued under any plan shall be binding and conclusive on the Executive. For this purpose, the Company may use as the value of any Benefit the cost to receive any further pay or compensation except (i) as expressly set out in this Agreementthe Company of providing that Benefit to the Executive. Further, and (ii) the payvesting of the Executive's Stock Options, if any, accrued and owing under this Agreement up shall be subject to the terms of the Stock Option Plan. The Company shall have no further liability hereunder (other than for (x) reimbursement for reasonable business expenses incurred prior to the date of termination, subject, however, to the provisions of Section 4.1, and (y) payment of compensation for unused vacation days that have accumulated during the calendar year in which such termination of your employmentoccurs). On termination of your employmentFor all purposes under this Agreement, regardless the failure by Company to offer to renew the Agreement following the expiration of the reason for such termination, you shall immediately (and with contemporaneous effect) resign any directorships, offices or other positions that you may hold, if any, in the Company, Parent Initial Term or any affiliate, unless otherwise agreed in writing by Renewal Term on the same terms and conditions hereunder shall be treated as if the Company and Parentterminated this Agreement pursuant to this Section 5.4.
Appears in 2 contracts
Sources: Employment Agreement (Terremark Worldwide Inc), Employment Agreement (Terremark Worldwide Inc)
Termination Without Cause. At any time the Company shall have the right to terminate the Executive's employment hereunder by written notice to the Executive. Upon any termination pursuant to this Section 5.4 (This Section P does that is not apply to a termination without cause that occurs within three under any of Sections 5.1, 5.2, 5.3 or 5.5), the Company shall (3i) months prior pay to the Executive any unpaid Base Salary through the effective date of termination specified in such notice, (ii) pay to the Executive the accrued but unpaid Incentive Compensation, if any, for any Bonus Period ending on or before the date of the termination of the Executive's employment with the Company, (iii) pay to the Executive a Change of Control and in relation or connection lump sum amount equal to that Change of Control or within thirty-six (6) months prior to a Change of Control and in relation or connection to that Change of Control or within twelve (1236) months of a Change the Executive's Base Salary at the time of Control – such terminations are covered by Section M). The Company may terminate your termination of employment without Cause at any time upon providing you a severance payment in the amount equal to twelve (12) months plus one (1) additional month for every one (1) year of consecutive service with the Company or ParentCompany, up to a maximum of eighteen (18iv) months (the “Payment Period”), and subject to Appendix A and the conditions precedent therein. In addition pay to the severance payment above, in the event of a termination without Cause, the Company will provide you with the following, and, as above, subject to Appendix A and the conditions precedent therein:
Executive (i) the Company will pay on your behalf or otherwise reimburse you for the cost of the monthly premiums for you and your eligible dependents to continue your health care benefits pursuant under COBRA, as amended up to the earlier of (I) within 45 days after the end of the Payment Period, or fiscal quarter in which such termination occurs) a prorata portion (II) the date you commence full-time employment;
(ii) the Company will pay you an Average Bonus pro-rated for based upon the period of the partial bonus year you actually worked immediately prior to the termination of your employment, less statutory and other applicable deductions as required. For example, if your last day of work is March 31, you will receive three (3) months of your Average Bonus. If a bonus has not yet been determined for the preceding completed calendar year, the Compensation Committee will first make that determination in the ordinary course using relevant criteria in a manner consistent with prior practice and make its recommendation to the Board so that the Average Bonus can then be determined and paid in accordance with this provision. For clarity, it is expressly agreed that you will not be entitled to any bonus whatsoever for any period of time after your last actual day at work, including during the Payment Period;
(iii) the Company will pay an amount equal to the contributions to your retirement savings plan it would have paid ending on your behalf for the Payment Period.
(iv) notwithstanding any provision in the Plan to the contrary, all options and any other deferred compensation granted to you will continue to vest for a period of three (3) months after the date your employment terminates and all vested stock options and other deferred compensation will be exercisable until the earlier of the original expiry day of the stock options and deferred compensation and the date that is six (6) months after the date your employment terminates. Any payments, severance, or other benefits hereunder will be subject to applicable withholdings and deductions. You will not be entitled to receive any further pay or compensation except (i) as expressly set out in this Agreement, and (ii) the pay, if any, accrued and owing under this Agreement up to the date of termination of your employment. On termination of your employment, regardless the Executive's employment hereunder) of the reason for such termination, you shall immediately (and with contemporaneous effect) resign any directorships, offices or other positions that you may holdIncentive Compensation, if any, for the Bonus Period in which such termination occurs, as calculated pursuant to Section 3.2 hereof and the Executive Plan; provided that the goals under Section 3.2 hereof and the Executive Plan for each period used in the Companycalculation of the Executive's Incentive Compensation, Parent or any affiliateshall be based on (1) the portion of the Bonus Period through the end of the fiscal quarter in which such termination occurs and (2) unaudited financial information prepared in accordance with generally accepted accounting principles, unless otherwise agreed in writing applied consistently with prior periods, as approved and reviewed by the Board, (v) continue to provide the Executive with the benefits he was receiving under Sections 4.2 and 4.4 hereof (the "Benefits") in the manner and at such times as the compensation or Benefits otherwise would have been payable or provided to the Executive, and (vi) pay to the Executive as a single lump sum payment, within 30 days of the termination of his employment hereunder, a lump sum benefit equal to the value of the portion of his benefits under any savings, pension, profit sharing or deferred compensation plans that are forfeited under such plans by reason of the termination of his employment hereunder prior to the Expiration Date. In the event that the Company is unable to provide the Executive with any Benefits required hereunder by reason of the termination of the Executive's employment pursuant to this Section 5.4, then the Company shall pay the Executive cash equal to the value of the Benefit that otherwise would have accrued for the Executive's benefit under the plan, for the period during which such Benefits could not be provided under the plans, said cash payments to be made within 45 days after the end of the year for which such contributions would have been made or would have accrued. The Company's good faith determination of the amount that would have been contributed or the value of any Benefits that would have accrued under any plan shall be binding and Parentconclusive on the Executive. For this purpose, the Company may use as the value of any Benefit the cost to the Company of providing that Benefit to the Executive. Further, the Executive shall become immediately fully vested in his or her Stock Options as of the date of such termination of employment. The Company shall have no further liability hereunder (other than for (x) reimbursement for reasonable business expenses incurred prior to the date of termination, subject, however, to the provisions of Section 4.1, and (y) payment of compensation for unused vacation days that have accumulated during the calendar year in which such termination occurs.
Appears in 2 contracts
Sources: Employment Agreement (Sherwood Brands Inc), Employment Agreement (Sherwood Brands Inc)
Termination Without Cause. The Company shall have the right to terminate the Term of Employment by written notice to the Executive not less than thirty (This 30) days prior to the termination date. Upon any termination pursuant to this Section P does 5.4 (that is not apply to a termination without cause that occurs within under any of Sections 5.1, 5.2, 5.3 or 5.5), the Company shall (i) pay to the Executive on the termination date unpaid Base Salary, if any, through the date of termination specified in such notice, (ii) pay to the Executive the accrued but unpaid Incentive Compensation, if any, for any Bonus Period ending on or before the date of the termination of the Executive's employment with the Company, at the time provided in Section 3.2a, (iii) pay to the Executive on the termination date a lump sum payment equal to three (3) months prior to a Change times the sum of Control (x) his Base Salary and in relation or connection to that Change of Control or within six (6) months prior to a Change of Control and in relation or connection to that Change of Control or within twelve (12) months of a Change of Control – such terminations are covered by Section M). The Company may terminate your employment without Cause at any time upon providing you a severance payment in the amount equal to twelve (12) months plus one (1) additional month for every one (1) year of consecutive service with the Company or Parent, up to a maximum of eighteen (18) months (the “Payment Period”), and subject to Appendix A and the conditions precedent therein. In addition to the severance payment above, in the event of a termination without Cause, the Company will provide you with the following, and, as above, subject to Appendix A and the conditions precedent therein:
(iy) the Company will pay on your behalf or otherwise reimburse you accrued but unpaid Bonus for the cost of the monthly premiums for you and your eligible dependents to continue your health care benefits pursuant under COBRAyear in which such termination occurs, as amended up to the earlier of (I) the end of the Payment Period, or (II) the date you commence full-time employment;
(ii) the Company will pay you an Average Bonus pro-rated for the period of the partial bonus year you actually worked immediately prior to the termination of your employment, less statutory and other applicable deductions as required. For example, if your last day of work is March 31, you will receive three (3) months of your Average Bonus. If a bonus has not yet been determined for the preceding completed calendar year, the Compensation Committee will first make that determination in the ordinary course using relevant criteria in a manner consistent with prior practice and make its recommendation to the Board so that the Average Bonus can then be determined and paid in accordance with this provision. For clarity, it is expressly agreed that you will not be entitled to any bonus whatsoever for any period of time after your last actual day at work, including during the Payment Period;
(iii) the Company will pay an amount equal to the contributions to your retirement savings plan it would have paid on your behalf for the Payment Period.
(iv) notwithstanding any provision in the Plan to the contrary, all options and any other deferred compensation granted to you will continue to vest provide the Executive with the benefits under Sections 4.2 and 4.4 hereof (the "BENEFITS") for a period of three (3) months after years immediately following the date your employment terminates of his termination in the manner and all vested stock options and other at such times as the Benefits otherwise would have been provided to the Executive; (v) pay to the Executive as a single lump sum payment, within 30 days of the date of termination, a lump sum benefit equal to the value of the portion of his benefits under any savings, pension, profit sharing or deferred compensation will be exercisable until plans that are forfeited under such plans but that would not have been forfeited if the earlier Executive's employment had contained for an additional three (3) years. In the event that the Company is unable to provide the Executive with any Benefits required hereunder by reason of the original expiry day termination of the stock options Executive's employment pursuant to this Section 5.4, then the Company shall promptly reimburse the Executive for amounts paid by the Executive to acquire comparable coverage. Upon any termination effected and deferred compensation and compensated pursuant to this Section 5.4, the date that is six Company shall have no further liability hereunder (6other than for (x) months after the date your employment terminates. Any payments, severance, or other benefits hereunder will be subject to applicable withholdings and deductions. You will not be entitled to receive any further pay or compensation except (i) as expressly set out in this Agreement, and (ii) the pay, if any, accrued and owing under this Agreement up reimbursement for reasonable business expenses incurred prior to the date of termination of your employment. On termination of your employment, regardless of the reason for such termination, you shall immediately subject, however, to the provisions of Section 4.1, and (and with contemporaneous effecty) resign any directorships, offices or other positions payment of compensation for unused vacation days that you may hold, if any, have accumulated during the calendar year in the Company, Parent or any affiliate, unless otherwise agreed in writing by the Company and Parentwhich such termination occurs).
Appears in 2 contracts
Sources: Employment Agreement (Egpi Firecreek, Inc.), Employment Agreement (Egpi Firecreek, Inc.)
Termination Without Cause. (This Section P does not apply to a termination without cause that occurs within three (3) months prior to a Change of Control and in relation or connection to that Change of Control or within six (6) months prior to a Change of Control and in relation or connection to that Change of Control or within twelve (12) months of a Change of Control – such terminations are covered by Section M). The Company may shall have the right to terminate your employment without Cause the Term of Employment at any time upon providing you a severance payment in the amount equal to twelve (12) months plus one (1) additional month for every one (1) year of consecutive service with the Company or Parent, up to a maximum of eighteen (18) months (the “Payment Period”), and subject to Appendix A and the conditions precedent therein. In addition by written notice to the severance payment above, in Employee not less than 30 days prior to the event effective date of such termination. Upon any termination pursuant to this Section 5.4 (that is not a termination without Causeunder any of Sections 5.1, 5.2, 5.3, or 5.5, the Company will provide you with the following, and, as above, subject to Appendix A and the conditions precedent therein:
shall: (ia) the Company will pay on your behalf or otherwise reimburse you for the cost of the monthly premiums for you and your eligible dependents to continue your health care benefits pursuant under COBRA, as amended up to the earlier of (I) the end of the Payment Period, or (II) the date you commence full-time employment;
(ii) the Company will pay you an Average Bonus pro-rated for the period of the partial bonus year you actually worked immediately prior to the termination of your employment, less statutory and other applicable deductions as required. For example, if your last day of work is March 31, you will receive three (3) months of your Average Bonus. If a bonus has not yet been determined for the preceding completed calendar year, the Compensation Committee will first make that determination in the ordinary course using relevant criteria in a manner consistent with prior practice and make its recommendation to the Board so that the Average Bonus can then be determined and paid in accordance with this provision. For clarity, it is expressly agreed that you will not be entitled to Employee any bonus whatsoever for any period of time after your last actual day at work, including during the Payment Period;
(iii) the Company will pay an amount equal to the contributions to your retirement savings plan it would have paid on your behalf for the Payment Period.
(iv) notwithstanding any provision in the Plan to the contrary, all options and any other deferred compensation granted to you will continue to vest for a period of three (3) months after the date your employment terminates and all vested stock options and other deferred compensation will be exercisable until the earlier of the original expiry day of the stock options and deferred compensation and the date that is six (6) months after the date your employment terminates. Any payments, severance, or other benefits hereunder will be subject to applicable withholdings and deductions. You will not be entitled to receive any further pay or compensation except (i) as expressly set out in this Agreement, and (ii) the pay, if any, accrued and owing under this Agreement up to unpaid Base Salary through the date of termination of your employment. On termination the Term of your employment, regardless of Employment specified in such notice; (b) pay to the reason for such termination, you shall immediately (and with contemporaneous effect) resign any directorships, offices or other positions that you may holdEmployee the accrued but unpaid Incentive Compensation, if any, for any Bonus Period ending on or before the date of termination of the Term of Employment; (c) continue to pay the Employee’s Base Salary for a period (the “Continuation Period”) through the date on which the Term of Employment would have ended pursuant to Section 2 hereof in the Companyabsence of an earlier termination pursuant to this Section 5, Parent in the manner and at such times as the Base Salary otherwise would have been payable to the Employee; (d) continue to pay the Employee Incentive Compensation and continue to provide the Employee with benefits that are comparable, in the aggregate, to the benefits he was receiving under Sections 4.2 and 4.3 hereof (the “Benefits”), through the end of the Continuation Period in the manner and at such times as the Incentive Compensation and Benefits otherwise would have been payable or provided to the Employee; (e) pay to the Employee his Termination Year Bonus, if any, at the time provided in Section 3.2; (f) pay to the Employee as a single lump sum payment, within 30 days of the Expiration Date, a lump sum benefit equal to the value of the portion of his benefits under any affiliatesavings, unless otherwise agreed in writing pension, profit sharing or deferred compensation plans that are forfeited under such plans by reason of the termination of his employment hereunder prior to the end of the Continuation Period; and (g) if such termination occurs and is effective after December 31, 2008 but before the Expiration Date, pay to the Employee as a single lump sum payment, within 30 days of the Expiration Date, equal to the Employee’s then current Base Salary. In the event that the Company is unable to provide the Employee with any Benefits required hereunder by reason of the termination of the Term of Employment pursuant to this Section 5.4, then the Company shall pay the Employee cash equal to the value of the Benefit that otherwise would have accrued for the Employee’s benefit under the plan, for the period during which such Benefits could not be provided under the plans, said cash payments to be made monthly throughout the Continuation Period. For this purpose, the value of any Benefit shall be the amount that the Employee is required to pay to obtain that Benefit (fully grossed up for taxes at the highest marginal rate applicable to the Employee calculated in a similar manner to the Gross-Up Payment described in Section 4.6). Upon any termination effected and Parentcompensated pursuant to this Section 5.4, the Company shall have no further liability hereunder (other than for reimbursement for reasonable business expenses incurred prior to the date of termination, subject, however, to the provisions of Section 4.1).
Appears in 2 contracts
Sources: Employment Agreement (Value Financial Services, Inc.), Employment Agreement (Value Financial Services, Inc.)
Termination Without Cause. In the event that the Employer terminates Executive’s employment without Cause, then in addition to the Accrued Benefits, and subject to Section 4.2(b)(ii), (This Section P does not apply A) Executive shall be entitled to receive continued payment of Executive’s Base Salary for a termination without cause that occurs within three (3) months prior to a Change period of Control and in relation or connection to that Change of Control or within six (6) months prior to a Change of Control and in relation or connection to that Change of Control or within twelve (12) months of a Change of Control – such terminations are covered by Section M). The Company may terminate your employment without Cause following the Termination Date, payable in accordance with the Employer’s normal payroll schedule, and (B) provided Executive effectively elects and remains eligible to receive continuation coverage under the Federal law commonly known as “COBRA,” the Employer shall pay to the carrier or reimburse Executive for (at any time upon providing you a severance payment in the Employer’s discretion) the amount equal of any COBRA premiums under the Employer’s medical and dental benefit plans that would be due, less the active employee premium for Executive’s elected level of coverage, until the earliest to occur of (x) twelve (12) months plus one after the Termination Date, (1y) additional month for every one Executive’s death (1) year of consecutive service with the Company or Parent, up provided that benefits provided to a maximum of eighteen (18) months (the “Payment Period”Executive’s spouse and dependents shall not terminate upon Executive’s death), or (z) with respect to any particular plan, the date Executive becomes eligible to participate in a comparable benefit provided by a subsequent employer (and subject Executive must notify the Employer, in writing, at least two (2) weeks or as soon as practicable prior to Appendix A becoming eligible for such benefit through a subsequent employer); provided that the first payment of amounts due under this Section 4.2(b)(i) shall be made beginning on the first payroll date following the effective date of the Release (as defined below) and the conditions precedent therein. In addition to the severance first payment above, in the event of a termination without Cause, the Company will provide you with the following, and, as aboveshall include all amounts otherwise due prior thereto, subject to Appendix A the terms and conditions herein; provided, further, that, if the conditions precedent therein:
(itime period for executing the Release plus the revocation period provided for therein spans two calendar years the first payment under this Section 4.2(b)(i) shall be made on the Company will pay on your behalf or otherwise reimburse you for the cost of the monthly premiums for you and your eligible dependents to continue your health care benefits pursuant under COBRA, as amended up to the earlier later of (I) the end first payroll date following the effective date of the Payment Period, or Release and (II) the first payroll date you commence full-time employment;
(ii) the Company will pay you an Average Bonus pro-rated for the period of the partial bonus year you actually worked immediately prior to the termination of your employment, less statutory and other applicable deductions as required. For example, if your last day of work is March 31, you will receive three (3) months of your Average Bonus. If a bonus has not yet been determined for the preceding completed calendar year, the Compensation Committee will first make that determination in the ordinary course using relevant criteria in a manner consistent with prior practice later calendar year and make its recommendation to the Board so that the Average Bonus can then be determined and paid in accordance with this provision. For clarity, it is expressly agreed that you will not be entitled to any bonus whatsoever for any period of time after your last actual day at work, including during the Payment Period;
(iii) the Company will pay an amount equal to the contributions to your retirement savings plan it would have paid on your behalf for the Payment Period.
(iv) notwithstanding any provision in the Plan to the contrary, all options and any other deferred compensation granted to you will continue to vest for a period of three (3) months after the date your employment terminates and all vested stock options and other deferred compensation will be exercisable until the earlier of the original expiry day of the stock options and deferred compensation and the date that is six (6) months after the date your employment terminates. Any payments, severance, or other benefits hereunder will be subject to applicable withholdings and deductions. You will not be entitled to receive any further pay or compensation except (i) as expressly set out in this Agreement, and (ii) the pay, if any, accrued and owing under this Agreement up to the date of termination of your employment. On termination of your employment, regardless of the reason for such termination, you shall immediately (and with contemporaneous effect) resign any directorships, offices or other positions that you may hold, if anyshall, in the Companyeach case, Parent or any affiliate, unless include all amounts otherwise agreed in writing by the Company and Parentdue prior thereto.
Appears in 2 contracts
Sources: Employment Agreement (Forgent Power Solutions, Inc.), Employment Agreement (Forgent Power Solutions, Inc.)
Termination Without Cause. (This Section P does not apply to a termination without cause that occurs within three (3) months prior to a Change of Control and in relation or connection to that Change of Control or within six (6) months prior to a Change of Control and in relation or connection to that Change of Control or within twelve (12) months of a Change of Control – such terminations are covered by Section M). The Company may terminate your employment without Cause has the right, at any time during the Term, subject to all of the provisions hereof, exercisable by serving notice, effective on or after the date of service of such notice as specified therein, to terminate the Executive's employment under this Agreement and discharge the Executive without Cause. If the Executive is terminated during the Term without Cause (including any termination which is deemed to be a constructive termination without Cause under Section 4.6 hereof), the Company's obligation to the Executive shall be limited solely to the payment, at the times and upon providing you a severance payment the terms provided for herein, of the greater of (i) the Executive's Annual Salary and Incentive Bonus for the number of full months remaining in the amount equal to Term of this Agreement (assuming no automatic extension of the Term) had the Executive not been so terminated and (ii) the Executive's Annual Salary for a period of twelve months, in each case based on the Annual Salary of the Executive in effect on the date of termination (12) months plus one (1) additional month for every one (1) year of consecutive service with or, if the Company has reduced the Executive's Annual Salary in breach of this Agreement, the Executive's Annual Salary before such reduction) and, in the case of clause (i), the average Incentive Bonus received by the Executive for the immediately preceding two fiscal years, together with all unpaid Incentive Bonus and Benefits awarded or Parent, accrued up to a the date of termination. If the Executive is terminated after he has received one Incentive Bonus but before he has received two, the Incentive Bonus in clause (i) shall be based on the amount of that one Incentive Bonus; if he has not yet received an Incentive Bonus, it shall be based on the maximum Incentive Bonus (i.e., one half of eighteen (18) months (the “Payment Period”Annual Salary), and subject to Appendix A and the conditions precedent therein. In addition to the severance payment above, in the event of a termination without Cause, the Company will provide you with the following, and, as above, subject to Appendix A and the conditions precedent therein:
(i) the Company will pay on your behalf or otherwise reimburse you for the cost of the monthly premiums for you and your eligible dependents to continue your health care benefits pursuant under COBRA, as amended up to the earlier of (I) the end of the Payment Period, or (II) the date you commence full-time employment;
(ii) the Company will pay you an Average Bonus pro-rated for the period of the partial bonus year you actually worked immediately prior to the termination of your employment, less statutory and other applicable deductions as required. For example, if your last day of work is March 31, you will receive three (3) months of your Average Bonus. If a bonus has not yet been determined for the preceding completed calendar year, the Compensation Committee will first make that determination in the ordinary course using relevant criteria in a manner consistent with prior practice and make its recommendation to the Board so that the Average Bonus can then be determined and paid in accordance with this provision. For clarity, it is expressly agreed that you will not be entitled to any bonus whatsoever for any period of time after your last actual day at work, including during the Payment Period;
(iii) the Company will pay an amount equal to the contributions to your retirement savings plan it would have paid on your behalf for the Payment Period.
(iv) notwithstanding any provision in the Plan to the contrary, all options and any other deferred compensation granted to you will continue to vest for a period of three (3) months after the date your employment terminates and all vested stock options and other deferred compensation will be exercisable until the earlier of the original expiry day of the stock options and deferred compensation and the date that is six (6) months after the date your employment terminates. Any payments, severance, or other benefits hereunder will be subject to applicable withholdings and deductions. You will not be entitled to receive any further pay or compensation except (i) as expressly set out in this Agreement, and (ii) the pay, if any, accrued and owing under this Agreement up to the date of termination of your employment. On termination of your employment, regardless of the reason for such termination, you shall immediately (and with contemporaneous effect) resign any directorships, offices or other positions that you may hold, if any, in the Company, Parent or any affiliate, unless otherwise agreed in writing by the Company without Cause within 180 days after a Change of Control (as hereinafter defined), including a constructive termination without Cause pursuant to Section 4.6, the amounts due to the Executive pursuant to this Section 4.3 shall be due and Parentpayable in one lump-sum payment within 60 days after such termination. In all other cases, any amounts due to the Executive pursuant to this Section 4.3 shall be due and payable as and when they would have become due and payable absent such termination.
Appears in 2 contracts
Sources: Employment Agreement (Grey Wolf Inc), Employment Agreement (Grey Wolf Inc)
Termination Without Cause. In the event the Employer terminates Executive’s employment without Cause, other than due to Disability or death, the Executive shall be entitled to:
(This Section P does a) be paid by the Employer (i) the Base Salary in effect on the date of termination through the date of termination, (ii) any previously awarded and unpaid Annual Cash Bonus; (iii) all unpaid reimbursable expenses incurred by Executive through the date of termination, with payment made as soon as practicable but no later than two and one-half months following such termination date; and (iv) the Employer shall cause any stock options, restricted stock or other equity-based instruments that previously were issued to the Executive to vest fully.
(b) a lump sum, to be paid by the Employer as soon as practicable but not apply later than two and one-half months following such termination date, equal to the Base Salary in effect on the date of termination for a termination without cause that occurs within three (3) months prior month period following such termination (the “Post Termination Salary Payment”), provided that the Post Termination Salary Payment will be increased by one (1) month’s Base Salary for each Employment Year worked after the first Employment Year (for example, if Executive is Terminated without Cause in the fourth Employment Year, the Post Termination Salary Payment would be equal to a Change of Control four (4) months’ Base Salary and if he is Terminated without Cause in relation or connection the fifth (5th) Employment Year, the Post Termination Salary Payment would be equal to that Change of Control or within five (5) months’ Base Salary). Under no circumstances shall the Post Termination Salary Payment be greater than six (6) months prior months’ Base Salary.
(c) Notwithstanding the foregoing, if at the time of Executive’s Separation from Service (as defined in Treasury Regulation 1.409A-1(h)) the Executive is a “specified employee” within the meaning of Code Section 409A(a)(2)(B)(i), any amount or benefits that constitutes “nonqualified deferred compensation” within the meaning of Code Section 409A that becomes payable to Executive on account of the Executive’s Separation from Service will not be paid until after the earlier of (i) first business day of the seventh month following Executive’s Separation from Service, or (ii) the date of the Executive’s death (the “ 409A Suspension Period”). Within fourteen (14) calendar days after the end of the 409A Suspension Period, the Executive shall be paid a Change cash lump sum payment equal to any payments (including interest on any such payments), and benefits that the Employer would otherwise have been required to provide under this Section 12.2 but for the imposition of Control the 409A Suspension Period delayed because of the preceding sentence. Thereafter, the Executive shall receive any remaining payments and benefits due under this agreement in relation accordance with the terms of this Section (as if there had not been any Suspension Period beforehand). Notwithstanding any other provision of this agreement, no benefits or connection amounts shall be payable under this Section 12.2 unless the Executive executes and delivers a general release of claims in a form and manner reasonably satisfactory to the Employer including, but not limited to, a release of any and all claims arising out this agreement and the Executive's employment relationship with the Employer, and such release has become irrevocable pursuant to its terms (it being understood, however, that Change in no event will such release expand any of Control or within twelve the post-termination restrictions referred to in paragraph (12c) months of a Change of Control – such terminations are covered by Section Mabove). The Company may terminate your employment without Cause at any time upon providing you a severance payment Executive shall forfeit all rights to such payments and benefits unless such release is signed and delivered (and no longer subject to revocation, if applicable) within thirty (30) days or such longer period which is provided by law for review and revocation) following the delivery of such release, signed by the Employer, to the Executive. If such release is executed and delivered and no longer subject to revocation as provided in the amount equal to twelve (12) months plus one (1) additional month for every one (1) year of consecutive service with preceding sentence, then the Company or Parent, up to a maximum of eighteen (18) months (the “Payment Period”), and subject to Appendix A and the conditions precedent therein. In addition to the severance payment above, in the event of a termination without Cause, the Company will provide you with the following, and, as above, subject to Appendix A and the conditions precedent thereinfollowing shall apply:
(i) To the Company will pay on your behalf extent any such cash payment or continuing benefit to be provided is not “deferred compensation” for purposes of Code Section 409A, then such payment or benefit shall commence upon the first scheduled payment date immediately after the date the release is executed and no longer subject to revocation (the “Release Effective Date”). The first such cash payment shall include payment of all amounts that otherwise reimburse you for would have been due prior to the cost Release Effective Date under the terms of this agreement had such payments commenced immediately upon the Executive’s termination of employment, and any payments made thereafter shall continue as provided herein. The delayed benefits shall in any event expire at the time such benefits would have expired had such benefits commenced immediately following the termination of the monthly premiums for you and your eligible dependents to continue your health care benefits pursuant under COBRA, as amended up to the earlier of (I) the end of the Payment Period, or (II) the date you commence full-time Executive’s employment;.
(ii) To the Company will pay you an Average Bonus pro-rated extent any such cash payment or continuing benefit to be provided is “deferred compensation” for purposes of Code Section 409A, then such payments or benefits shall be made or commence upon the period of the partial bonus year you actually worked immediately prior to sixtieth (60) day following the termination of your the Executive’s employment. The first such cash payment shall include payment of all amounts that otherwise would have been due prior thereto under the terms of this agreement had such payments commenced immediately upon the termination of the Executive’s employment, less statutory and other applicable deductions any payments made thereafter shall continue as requiredprovided herein. For exampleThe delayed benefits shall in any event expire at the time such benefits would have expired had such benefits commenced immediately following the termination of the Executive’s employment. The Employer may provide, if your last day in its sole discretion, that the Executive may continue to participate in any benefits delayed, provided that the Executive shall bear the full cost of work is March 31, you will receive three (3) months of your Average Bonussuch benefits during such delay period. If a bonus has not yet been determined for Upon the preceding completed calendar yeardate such benefits would otherwise commence pursuant to this Section 12.2 hereof, the Compensation Committee will first make that determination in Employer shall reimburse the ordinary course using relevant criteria in a manner consistent with prior practice and make its recommendation Executive the Employer’s share of the cost of such benefits, to the Board so extent that such costs otherwise would have been paid by the Average Bonus can then Employer or to the extent that such benefits otherwise would have been provided by the Employer at no cost to the Executive, in each case had such benefits commenced immediately upon the termination of the Executive’s employment. Any remaining benefits shall be determined and paid reimbursed or provided by the Employer in accordance with this provision. For clarity, it is expressly agreed that you will not be entitled to any bonus whatsoever for any period of time after your last actual day at work, including during the Payment Period;
(iii) the Company will pay an amount equal to the contributions to your retirement savings plan it would have paid on your behalf for the Payment Periodschedule and procedures specified herein.
(iv) notwithstanding any provision in the Plan to the contrary, all options and any other deferred compensation granted to you will continue to vest for a period of three (3) months after the date your employment terminates and all vested stock options and other deferred compensation will be exercisable until the earlier of the original expiry day of the stock options and deferred compensation and the date that is six (6) months after the date your employment terminates. Any payments, severance, or other benefits hereunder will be subject to applicable withholdings and deductions. You will not be entitled to receive any further pay or compensation except (i) as expressly set out in this Agreement, and (ii) the pay, if any, accrued and owing under this Agreement up to the date of termination of your employment. On termination of your employment, regardless of the reason for such termination, you shall immediately (and with contemporaneous effect) resign any directorships, offices or other positions that you may hold, if any, in the Company, Parent or any affiliate, unless otherwise agreed in writing by the Company and Parent.
Appears in 2 contracts
Sources: Employment Agreement (Viggle Inc.), Employment Agreement (Function (X) Inc.)
Termination Without Cause. At any time the Company shall have the right to terminate the Term of Employment by written notice to the Executive. Upon any termination pursuant to this Section 5.4 (This Section P does that is not apply to a termination without cause that occurs within three under any of Sections 5.1, 5.2, 5.3, or 5.5), the Company shall (3i) months prior pay to the Executive any unpaid Base Salary through the effective date of termination specified in such notice, (ii) continue to pay the Executive’s Base Salary for a Change period of Control and in relation or connection to that Change of Control or within six (6) months prior to a Change of Control and in relation or connection to that Change of Control or within twelve (12) months from notice of a Change of Control – such terminations are covered by Section M). The Company may terminate your employment without Cause at any time upon providing you a severance payment termination hereunder payable in the amount equal to twelve (12) months plus one (1) additional month for every one (1) year of consecutive service installments consistent with the Company or ParentCompany’s normal payroll schedule, up subject to a maximum of eighteen (18) months applicable withholding and other taxes (the “Payment Continuation Period”), and subject (iii) continue to Appendix A and provide the conditions precedent therein. In addition to the severance payment above, in the event of a termination without Cause, the Company will provide you Executive with the following, and, as above, subject to Appendix A benefits he was receiving under Sections 4.2 and 4.4 hereof (the conditions precedent therein:
(i“Benefits”) the Company will pay on your behalf or otherwise reimburse you for the cost of the monthly premiums for you and your eligible dependents to continue your health care benefits pursuant under COBRA, as amended up to the earlier of (I) through the end of the Payment Period, Continuation Period in the manner and at such times as the Benefits otherwise would have been payable or (II) provided to the date you commence full-time employment;
(ii) Executive. In the event that the Company will is unable to provide the Executive with any Benefits required hereunder by reason of the termination of the Executive’s employment pursuant to this Section 5.4, then the Company shall pay you an Average Bonus pro-rated the Executive cash equal to the value of the Benefit that otherwise would have accrued for the Executive’s benefit under the plan, for the period during which such Benefits could not be provided under the plans. The Company’s good faith determination of the partial bonus year you actually worked immediately prior amount that would have been contributed or the value of any Benefits that would have accrued under any plan shall be binding and conclusive on the Executive. For this purpose, the Company may use as the value of any Benefit the cost to the termination Company of your employment, less statutory and other applicable deductions as required. For example, if your last day of work is March 31, you will receive three (3) months of your Average Bonus. If a bonus has not yet been determined for the preceding completed calendar year, the Compensation Committee will first make providing that determination in the ordinary course using relevant criteria in a manner consistent with prior practice and make its recommendation Benefit to the Board so that the Average Bonus can then be determined and paid in accordance with this provisionExecutive. For clarity, it is expressly agreed that you will not be entitled to any bonus whatsoever The Company shall have no further liability hereunder (other than for any period of time after your last actual day at work, including during the Payment Period;
(iiix) the Company will pay an amount equal to the contributions to your retirement savings plan it would have paid on your behalf reimbursement for the Payment Period.
(iv) notwithstanding any provision in the Plan to the contrary, all options and any other deferred compensation granted to you will continue to vest for a period of three (3) months after the date your employment terminates and all vested stock options and other deferred compensation will be exercisable until the earlier of the original expiry day of the stock options and deferred compensation and the date that is six (6) months after the date your employment terminates. Any payments, severance, or other benefits hereunder will be subject to applicable withholdings and deductions. You will not be entitled to receive any further pay or compensation except (i) as expressly set out in this Agreement, and (ii) the pay, if any, accrued and owing under this Agreement up reasonable business expenses incurred prior to the date of termination, subject, however, to the provisions of Section 4.1, and (y) payment of compensation for unused vacation days that have accumulated during the calendar year in which such termination of your employmentoccurs). On termination of your employmentFor all purposes under this Agreement, regardless the failure by Company to offer to renew the Agreement following the expiration of the reason for such termination, you shall immediately (and with contemporaneous effect) resign any directorships, offices or other positions that you may hold, if any, in the Company, Parent Initial Term or any affiliate, unless otherwise agreed in writing by Renewal Term on the same terms and conditions hereunder shall not be treated as if the Company and Parentterminated this Agreement pursuant to this Section 5.4.
Appears in 2 contracts
Sources: Employment Agreement (Health Systems Solutions Inc), Employment Agreement (Datrek Miller International, Inc.)
Termination Without Cause. (This Section P does not apply to a termination without cause In the event that occurs within three (3) months prior to a Change of Control and in relation or connection to that Change of Control or within six (6) months prior to a Change of Control and in relation or connection to that Change of Control or within twelve (12) months of a Change of Control – such terminations are covered the Executive's employment hereunder is terminated by Section M). The the Company may terminate your employment without Cause at any time upon providing you a severance payment in the amount equal to twelve and Sections 8(A) (12) months plus one (1) additional month for every one (1) year of consecutive service with the Company or Parent, up to a maximum of eighteen (18) months (the “Payment Period”death), (B) (disability) and subject to Appendix A and (F) (change in control) do not apply, then the conditions precedent therein. In addition to the severance payment above, in the event of a termination without Cause, the Company will provide you with the following, and, as above, subject to Appendix A and the conditions precedent thereinExecutive shall be entitled to:
(iI) Base Salary for a two-year period ending on the Company will pay on your behalf or otherwise reimburse you for the cost second anniversary of the monthly premiums for you and your eligible dependents to continue your health care benefits pursuant under COBRATermination Date, payable as amended up to the earlier of (I) the end of the Payment Period, or provided in Section 4;
(II) a Pro-Rata annual incentive award for the date you commence full-time employmentfiscal year in which the Termination Date occurs, based on the Executive's annual bonus opportunity for such fiscal year (excluding any overachievement bonus opportunity), payable in a lump sum promptly following the Termination Date, regardless of the Executive's and Company's performance during such fiscal year;
(iiIII) the Company will pay you an Average Bonus pro-rated for the period of the partial bonus year you actually worked immediately prior to the termination of your employment, less statutory and other applicable deductions as required. For example, if your last day of work is March 31, you will receive three (3) months of your Average Bonus. If a bonus has not yet been determined for the preceding completed calendar year, the Compensation Committee will first make that determination in the ordinary course using relevant criteria in a manner consistent with prior practice and make its recommendation to the Board so that the Average Bonus can then be determined and paid in accordance with this provision. For clarity, it is expressly agreed that you will not be entitled to any bonus whatsoever for any period of time after your last actual day at work, including during the Payment Period;
(iii) the Company will pay an amount equal to twice the contributions to your retirement savings plan it would have paid on your behalf Executive's annual bonus opportunity for the Payment Period.year of termination (excluding any overachievement bonus opportunity), payable in equal installments over the two-year period ending on the second anniversary of the Termination Date;
(ivIV) notwithstanding any provision in the Plan continued right to exercise the contrary, all options and any other deferred compensation granted to you will continue to vest Special Stock Option for a period of three two years from the Termination Date (3provided, however, that no options can be exercised after their expiration date), such Special Stock Option to become fully vested and exercisable as of the Termination Date, and the immediate vesting of all shares of Special Restricted Stock as of the Termination Date;
(V) the continued right to exercise any vested and exercisable stock option, other than the Special Stock Option, for a minimum period of 3 months from the Termination Date (provided, however, that no options can be exercised after their expiration date). All stock options, other than the date your employment terminates Special Stock Option, which are not vested and exercisable as of the Termination Date will be forfeited, and all vested stock options and restricted stock, other deferred compensation than the Special Restricted Stock, which has not been distributed as of the Termination Date will be exercisable until forfeited;
(VI) continued participation, through the earlier second anniversary of the original expiry day Termination Date, in all medical, dental, vision, hospitalization, disability and life insurance coverages and in all other employee welfare benefit plans, programs and arrangements in which he or his family members were participating on such date, on terms and conditions that are no less favorable to him than those that applied on such date and with COBRA benefits commencing thereafter; provided that the Company's obligation under this Section 8(D)(V) shall be reduced to the extent that equivalent coverages and benefits (determined on a coverage-by-coverage and benefit-by-benefit basis) are provided under the plans, programs or arrangements of a subsequent employer;
(VII) immediate vesting in the stock options Company's Retirement Savings Plan (or any successor 401(k) plan), pension plan, supplemental retirement plan, and deferred compensation and the date that is six plans; and
(6) months after the date your employment terminates. Any payments, severance, or other benefits hereunder will be subject to applicable withholdings and deductions. You will not be entitled to receive any further pay or compensation except (i) as expressly set out in this Agreement, and (iiVIII) the pay, if any, accrued and owing under this Agreement up to the date of termination of your employment. On termination of your employment, regardless of the reason for such termination, you shall immediately (and with contemporaneous effect) resign any directorships, offices or other positions that you may hold, if any, benefits described in the Company, Parent or any affiliate, unless otherwise agreed in writing by the Company and ParentSection 8(H)(I).
Appears in 2 contracts
Sources: Employment Agreement (Ikon Office Solutions Inc), Employment Agreement (Ikon Office Solutions Inc)
Termination Without Cause. (This Section P does not apply to a termination without cause that occurs within three (3) months prior to a Change of Control and in relation or connection to that Change of Control or within six (6) months prior to a Change of Control and in relation or connection to that Change of Control or within twelve (12) months of a Change of Control – such terminations are covered by Section M). The Company may terminate your employment without Cause at any time without Cause, effective upon providing delivery by the Company to you of a severance payment written notice of termination of your employment, provided that in lieu of notice, the amount Company provides you with:
(i) all pay owed to the date of termination, including pay for accrued and unpaid vacation;
(ii) subject to your duty to mitigate the loss of your employment, continuance of the Base Salary in effect at the time of termination for a period equal to twelve (12) months plus one (1) additional month for every one (1) completed year of consecutive service with the Company or ParentCompany, up to a total maximum of eighteen (18) months (the “Payment Continuance Period”), and subject to Appendix A and the conditions precedent therein. In addition to the severance payment above, in the event of a termination without Cause, the Company will provide you with the following, and, as above, subject secure employment prior to Appendix A and the conditions precedent therein:
(i) the Company will pay on your behalf or otherwise reimburse you for the cost of the monthly premiums for you and your eligible dependents to continue your health care benefits pursuant under COBRA, as amended up to the earlier of (I) the end of the Payment Continuance Period, or (II) then you agree to notify the date you commence full-time employment;
(ii) Company of such fact and the Company will pay you an Average Bonus pro-rated for only be required to continue 50% of your Base Salary from the period date of new employment until the end of the partial bonus year you actually worked immediately prior to the termination of your employment, less statutory and other applicable deductions as required. For example, if your last day of work is March 31, you will receive three (3) months of your Average Bonus. If a bonus has not yet been determined for the preceding completed calendar year, the Compensation Committee will first make that determination in the ordinary course using relevant criteria in a manner consistent with prior practice and make its recommendation to the Board so that the Average Bonus can then be determined and paid in accordance with this provision. For clarity, it is expressly agreed that you will not be entitled to any bonus whatsoever for any period of time after your last actual day at work, including during the Payment Continuance Period;
(iii) your anticipated Bonus Compensation during the Company will pay an amount Continuance Period based on the average annual bonus paid to you over the three-year period (or the lesser period if the Employee has been employed for less than three years) preceding the date of termination and multiplied by the ratio equal to the contributions to your retirement savings plan it would have paid on your behalf for number of months in the Payment Period.Continuance Period divided by 12;
(iv) notwithstanding any provision in continuance of the Plan Benefits, subject to the contraryterms of the respective plans, all options and any other deferred compensation granted to you will continue to vest for a period of three (3) months after the date your employment terminates and all vested stock options and other deferred compensation will be exercisable until the earlier of you obtaining coverage from a new employer or the original expiry day of the stock options and deferred compensation and Continuation Period. In the date that is six (6) months event the plans do not provide continuation of coverage after the date your employment terminates. Any payments, severance, or other benefits hereunder will be subject to applicable withholdings and deductions. You will not be entitled to receive any further pay or compensation except (i) as expressly set out in this Agreement, and (ii) the pay, if any, accrued and owing under this Agreement up to the date of termination of your employment. On termination of your employment, regardless the Company will provide, or reimburse you for the cost of, equivalent replacement coverage until the earlier of you obtaining coverage from your new employer or the expiry of the reason Continuance Period; and
(v) continued vesting of any unexpired options until the termination of the Continuance Period, at which time any unvested portion of such options will expire and be forfeit, and any vested portion of such options will be exercisable for such terminationa period of ninety (90) days from the end of the Continuance Period, you shall immediately (at which time any vested but unexercised options will expire and with contemporaneous effect) resign any directorships, offices or other positions that you may hold, if any, in the Company, Parent or any affiliate, unless otherwise agreed in writing by the Company and Parentbe forfeit.
Appears in 2 contracts
Sources: Employment Agreement (Aquinox Pharmaceuticals, Inc), Employment Agreement (Aquinox Pharmaceuticals (Usa) Inc)
Termination Without Cause. The Company shall have the right -------------------------- to terminate the Term of Employment by written notice not less than thirty (This 30) days prior to the termination date, to the Executive. Upon any termination pursuant to this Section P does 5.4 (that is not apply to a termination without cause that occurs within under any of Sections 5.1, 5.2, 5.3 or 5.5, the Company shall (i) pay to the Executive on the termination date unpaid Base Salary, if any, through the date of termination specified in such notice, (ii)pay to the Executive the accrued but unpaid Incentive Compensation, if any, for any Bonus Period ending on or before the date of the termination of the Executive's employment with the Company, at the time provided in Section 3.2a, (iii) pay to the Executive on the termination date a lump sum payment equal to three (3) months prior to a Change times the sum of Control (x) his Base Salary, if any as of the date of his termination and in relation or connection to that Change of Control or within six (6) months prior to a Change of Control and in relation or connection to that Change of Control or within twelve (12) months of a Change of Control – such terminations are covered by Section M). The Company may terminate your employment without Cause at any time upon providing you a severance payment in the amount equal to twelve (12) months plus one (1) additional month for every one (1) year of consecutive service with the Company or Parent, up to a maximum of eighteen (18) months (the “Payment Period”), and subject to Appendix A and the conditions precedent therein. In addition to the severance payment above, in the event of a termination without Cause, the Company will provide you with the following, and, as above, subject to Appendix A and the conditions precedent therein:
(iy) the Company will pay on your behalf or otherwise reimburse you accrued but unpaid Bonus for the cost of the monthly premiums for you and your eligible dependents to continue your health care benefits pursuant under COBRAyear in which such termination occurs, as amended up to the earlier of (I) the end of the Payment Period, or (II) the date you commence full-time employment;
(ii) the Company will pay you an Average Bonus pro-rated for the period of the partial bonus year you actually worked immediately prior to the termination of your employment, less statutory and other applicable deductions as required. For example, if your last day of work is March 31, you will receive three (3) months of your Average Bonus. If a bonus has not yet been determined for the preceding completed calendar year, the Compensation Committee will first make that determination in the ordinary course using relevant criteria in a manner consistent with prior practice and make its recommendation to the Board so that the Average Bonus can then be determined and paid in accordance with this provision. For clarity, it is expressly agreed that you will not be entitled to any bonus whatsoever for any period of time after your last actual day at work, including during the Payment Period;
(iii) the Company will pay an amount equal to the contributions to your retirement savings plan it would have paid on your behalf for the Payment Period.
(iv) notwithstanding any provision in the Plan to the contrary, all options and any other deferred compensation granted to you will continue to vest provide the Executive with the benefits under Sections 4.2 and 4.4 hereof (the "Benefits") for a period of three (3) months after years immediately following the date your employment terminates of his termination in the manner and all vested stock options and other at such times as the Benefits otherwise would have been provided to the Executive; (v) pay to the Executive as a single lump sum payment, within 30 days of the date of termination, a lump sum benefit equal to the value of the portion of his benefits under any savings, pension, profit sharing or deferred compensation will be exercisable until plans that are forfeited under such plans but that would not have been forfeited if the earlier Executive's employment had contained for an additional three (3) years. In the event that the Company is unable to provide the Executive with any Benefits required hereunder by reason of the original expiry day termination of the stock options Executive's employment pursuant to this Section 5.4, then the Company shall promptly reimburse the Executive for amounts paid by the Executive to acquire comparable coverage. Upon any termination effected and deferred compensation and compensated pursuant to this Section 5.4, the date that is six Company shall have no further liability hereunder (6other than for (x) months after the date your employment terminates. Any payments, severance, or other benefits hereunder will be subject to applicable withholdings and deductions. You will not be entitled to receive any further pay or compensation except (i) as expressly set out in this Agreement, and (ii) the pay, if any, accrued and owing under this Agreement up reimbursement for reasonable business expenses incurred prior to the date of termination of your employment. On termination of your employment, regardless of the reason for such termination, you shall immediately subject, however, to the provisions of Section 4.1, and (and with contemporaneous effecty) resign any directorships, offices or other positions payment of compensation for unused vacation days that you may hold, if any, have accumulated during the calendar year in the Company, Parent or any affiliate, unless otherwise agreed in writing by the Company and Parentwhich such termination occurs).
Appears in 2 contracts
Sources: Employment Agreement (Charys Holding Co Inc), Employment Agreement (Charys Holding Co Inc)
Termination Without Cause. Notwithstanding anything to the contrary contained elsewhere in this Agreement, the Company, in the sole discretion of the CEO and Board, shall have the right to terminate Executive’s employment during the Term at any time and for any reason, without Cause by written notice to Executive. In the event that Executive’s employment is terminated without Cause, then, provided the Executive has incurred a “separation from service” within the meaning of Section 409A of the Code and applicable Treasury Regulations (This Section P does a “Separation from Service”), and subject to the Executive’s execution and non-revocation of an effective general release of claims in favor of the Company in a form delivered by the Company to the Executive within the applicable consideration period specified in the release (not apply to a termination without cause that occurs exceed thirty (30) days following such delivery) (which delivery will be made within three seven days following Executive’s Separation from Service with the Company), the Company shall pay Executive as severance an aggregate amount equal to:
(3i) Six (6) months prior to a Change of Control and in relation his Base Salary (or connection to that Change twelve (12) months of Control or his Base Salary if such termination of employment occurs within six (6) months prior to following a Change of Control and in relation or connection to that Change of Control or within twelve (12) months of a Change of Control – such terminations are covered by Section MControl). The Company may terminate your employment without Cause at any time upon providing you a severance payment in the amount equal to twelve (12) months plus one (1) additional month for every one (1) year of consecutive service with the Company or Parent, up to a maximum of eighteen (18) months (the “Payment Period”), and subject to Appendix A and the conditions precedent therein. In addition to the severance payment above, in the event of a termination without Cause, the Company will provide you with the following, and, as above, subject to Appendix A and the conditions precedent therein:
(i) the Company will pay on your behalf or otherwise reimburse you for the cost of the monthly premiums for you and your eligible dependents to continue your health care benefits pursuant under COBRA, as amended up to the earlier of (I) the end of the Payment Period, or (II) the date you commence full-time employment;
(ii) notwithstanding the Company will pay you an Average Bonus pro-rated requirement of Section 3(b) that the Executive be employed on the bonus payment date, the amount of any unpaid bonus which has been earned by the Executive for the period of the partial bonus year you actually worked immediately prior to any Financial Year preceding the termination of your employment, less statutory and other applicable deductions as required. For example, if your last day the Executive’s employment in respect of work which such compensation is March 31, you will receive three (3) months of your Average Bonus. If a bonus has not yet been determined for the preceding completed calendar year, the Compensation Committee will first make that determination in the ordinary course using relevant criteria in a manner consistent with prior practice and make its recommendation to the Board so that the Average Bonus can then be determined and paid in accordance with this provision. For clarity, it is expressly agreed that you will not be entitled to any bonus whatsoever for any period of time after your last actual day at work, including during the Payment Periodor payable;
(iii) 50% of the Company will pay an amount equal to the contributions to your retirement savings plan it would have paid on your behalf Target Bonus Amount for the Payment Period.
Financial Year during which the termination occurs (iv) notwithstanding any provision in the Plan to the contrary, all options and any other deferred compensation granted to you will continue to vest for a period of three (3) months after the date your employment terminates and all vested stock options and other deferred compensation will be exercisable until the earlier or 100% of the original expiry day Target Bonus Amount if such termination of the stock options and deferred compensation and the date that is employment occurs within six (6) months after the date your employment terminatesfollowing a Change in Control). Any payments, severance, or other benefits hereunder will be All payments due under this Section 4(d) are subject to applicable withholdings Section 7(k). Subject to the other terms of this paragraph, his severance shall be payable as and deductions. You will not be entitled to receive any further pay when Executive’s Base salary or compensation except bonus would otherwise have been paid (iand in the case of Base Salary, in accordance with the Company’s regular payroll payment practices) as expressly set out but in this Agreementthe case of the bonus amount, and (ii) no later than March 15 of the pay, if any, accrued and owing under this Agreement up to year following the year during which the Executive is notified of his termination from the Company with the date of termination such payment determined by the Company. Notwithstanding the foregoing sentence, if the Executive incurs a Separation from Service within two (2) years following the occurrence of your employment. On termination a Change in Control that also constitutes a change in the ownership or effective control of your employment, regardless GTEC or a change in the ownership of a substantial portion of the reason assets of GTEC, in all cases within the meaning of Treasury Regulation Section 1.409A-3(i)(5), severance payments to which the Executive is entitled under this Section 4(d) shall, except as limited below, be paid in a single lump sum on the First Payment Date (as defined below). In the event of a Separation from Service prior to August 18, 2011 (the expiration date of the term of the Prior Agreement in effect on the date of this amended and restated Employment Agreement), the Change in Control lump-sum payment rule shall not apply to any amount which would be treated as nonqualified deferred compensation (within the meaning of Section 409A of the Code) under the Prior Agreement as in effect immediately prior to this amended and restated employment agreement and any such amount of nonqualified deferred compensation shall be paid in accordance with the rules of the second sentence of this paragraph. Notwithstanding any provision of this Agreement to the contrary, no severance payments otherwise payable under this Section 4 shall be paid prior to the 60th day following the date of the Executive’s Separation from Service with the Company (the “First Payment Date”) and any such amounts that otherwise would have been paid prior to the First Payment Date shall be paid on the First Payment Date. The Company shall have no other liability to Executive other than for such terminationthe Accrued Rights or as otherwise required by law. Notwithstanding the foregoing provisions of this Section 4(d), you the payments described in this Section 4(d) shall immediately (cease and with contemporaneous effect) resign be irrevocably forfeited if the Executive violates any directorships, offices or other positions that you may hold, if any, of the restrictive covenants contained in the Company, Parent or any affiliate, unless otherwise agreed in writing by the Company and ParentSection 5 of this Agreement.
Appears in 2 contracts
Sources: Employment Agreement (Global Defense Technology & Systems, Inc.), Employment Agreement (Global Defense Technology & Systems, Inc.)
Termination Without Cause. (This Subject to the provisions of Section P does not apply to a termination without cause that occurs within three (3) months 4(c), if, prior to a Change the expiration of Control and in relation or connection to that Change of Control or within six (6) months prior to a Change of Control and in relation or connection to that Change of Control or within twelve (12) months of a Change of Control – such terminations are covered by Section M). The Company may terminate your employment without Cause at any time upon providing you a severance payment in the amount equal to twelve (12) months plus one (1) additional month for every one (1) year of consecutive service with Employment Term, the Company or Parent, up to a maximum of eighteen (18) months (terminates the “Payment Period”), and subject to Appendix A and the conditions precedent therein. In addition to the severance payment above, in the event of a termination Employee’s employment without Cause, the Company will provide you with the following, and, as aboveshall, subject to Appendix A the Employee’s execution of a general release of claims against the Company in a form substantially similar to the form attached hereto as Exhibit A, provide the Employee with Severance Benefits and Continued Health Benefits. “Severance Benefits” means an amount equal to one and one half (1.5) times the conditions precedent therein:
sum of (i) Base Salary (at the Company will pay rate in effect on your behalf or otherwise reimburse you for the cost date the Employee’s employment is terminated) plus (ii) Bonus (defined as the greater of (1) the average bonus amount paid to the Employee over the three fiscal years immediately preceding the year of termination and (2) 50% of Base Salary at the rate in effect on the date the Employee’s employment is terminated), paid over the eighteen (18)-month period immediately following Employee’s termination of employment without Cause (such period being referred to hereunder as the “Severance Period”), at such intervals as the Employee would have received payments of Base Salary if he had remained in the active service of the monthly premiums for you Company. The Company shall also provide the Employee and your his eligible dependents with group medical and life insurance after termination of the Employee’s employment without Cause (to continue your health care benefits pursuant under COBRAthe extent such eligible dependents were participating in the Company’s group medical and life insurance programs prior to the Employee’s termination of employment) or, in the event such participation is not permitted, a cash payment equal to the value of the benefit excluded, payable in equal monthly installments beginning 60 days following the Employee’s Separation from Service (as amended up to defined in Section 4(f) hereof) (the “Continued Health Benefits”) until the earlier of (Ix) the end of the Payment Period, Severance Period or (IIy) the date you commence full-time employment;
(ii) Employee obtaining other employment and becoming eligible to participate in the medical and life insurance plans of his new employer. Any general release of claims against the Company will pay you an Average Bonus pro-rated for the period of the partial bonus year you actually worked immediately prior required pursuant to the termination of your employment, less statutory this Section 4(b) shall be executed and other applicable deductions as required. For example, if your last day of work is March 31, you will receive three become irrevocable within sixty (360) months of your Average Bonus. If a bonus has not yet been determined for the preceding completed calendar year, the Compensation Committee will first make that determination in the ordinary course using relevant criteria in a manner consistent with prior practice and make its recommendation to the Board so that the Average Bonus can then be determined and paid in accordance with this provision. For clarity, it is expressly agreed that you will not be entitled to any bonus whatsoever for any period of time after your last actual day at work, including during the Payment Period;
(iii) the Company will pay an amount equal to the contributions to your retirement savings plan it would have paid on your behalf for the Payment Period.
(iv) notwithstanding any provision in the Plan to the contrary, all options and any other deferred compensation granted to you will continue to vest for a period of three (3) months after the date your employment terminates and all vested stock options and other deferred compensation will be exercisable until the earlier of the original expiry day of the stock options and deferred compensation and the date that is six (6) months after the date your employment terminates. Any payments, severance, or other benefits hereunder will be subject to applicable withholdings and deductions. You will not be entitled to receive any further pay or compensation except (i) as expressly set out in this Agreement, and (ii) the pay, if any, accrued and owing under this Agreement up to days following the date of the Employee’s termination of your employment. On termination of your employment, regardless of the reason for such termination, you shall immediately (and with contemporaneous effect) resign any directorships, offices or other positions that you may hold, if any, in the Company, Parent or any affiliate, unless otherwise agreed in writing by the Company and Parent.
Appears in 2 contracts
Sources: Employment Agreement (Dycom Industries Inc), Employment Agreement (Dycom Industries Inc)
Termination Without Cause. At any time the Company shall have the right to terminate the Term of Employment by written notice to the Executive. Upon any termination pursuant to this Section 5.4 (This Section P does that is not apply to a termination without cause that occurs within three under any of Sections 5.1, 5.2, 5.3, or 5.5), the Company shall (3i) months prior pay to the Executive any unpaid Base Salary through the effective date of termination specified in such notice, (ii) continue to pay the Executive’s Base Salary for a Change period of Control and in relation or connection to that Change of Control or within six (6) months prior to a Change of Control and in relation or connection to that Change of Control or within twelve (12) months from notice of a Change of Control – such terminations are covered by Section M). The Company may terminate your employment without Cause at any time upon providing you a severance payment termination hereunder payable in the amount equal to twelve (12) months plus one (1) additional month for every one (1) year of consecutive service installments consistent with the Company or ParentCompany’s normal payroll schedule, up subject to a maximum of eighteen (18) months applicable withholding and other taxes (the “Payment Continuation Period”), and subject (iii) continue to Appendix A and provide the conditions precedent therein. In addition to the severance payment above, in the event of a termination without Cause, the Company will provide you Executive with the following, and, as above, subject to Appendix A benefits he was receiving under Sections 4.2 and 4.4 hereof (the conditions precedent therein:
(i“Benefits”) the Company will pay on your behalf or otherwise reimburse you for the cost of the monthly premiums for you and your eligible dependents to continue your health care benefits pursuant under COBRA, as amended up to the earlier of (I) through the end of the Payment Period, Continuation Period in the manner and at such times as the Benefits otherwise would have been payable or (II) provided to the date you commence full-time employment;
(ii) Executive. In the event that the Company will is unable to provide the Executive with any Benefits required hereunder by reason of the termination of the Executive’s employment pursuant to this Section 5.4, then the Company shall pay you an Average Bonus pro-rated the Executive cash equal to the value of the Benefit that otherwise would have accrued for the Executive’s benefit under the plan, for the period during which such Benefits could not be provided under the plans. The Company’s good faith determination of the partial bonus year you actually worked immediately prior amount that would have been contributed or the value of any Benefits that would have accrued under any plan shall be binding and conclusive on the Executive. For this purpose, the Company may use as the value of any Benefit the cost to the termination Company of your employment, less statutory and other applicable deductions as required. For example, if your last day of work is March 31, you will receive three (3) months of your Average Bonus. If a bonus has not yet been determined for the preceding completed calendar year, the Compensation Committee will first make providing that determination in the ordinary course using relevant criteria in a manner consistent with prior practice and make its recommendation Benefit to the Board so that the Average Bonus can then be determined and paid in accordance with this provisionExecutive. For clarity, it is expressly agreed that you will not be entitled to any bonus whatsoever The Company shall have no further liability hereunder (other than for any period of time after your last actual day at work, including during the Payment Period;
(iiix) the Company will pay an amount equal to the contributions to your retirement savings plan it would have paid on your behalf reimbursement for the Payment Period.
(iv) notwithstanding any provision in the Plan to the contrary, all options and any other deferred compensation granted to you will continue to vest for a period of three (3) months after the date your employment terminates and all vested stock options and other deferred compensation will be exercisable until the earlier of the original expiry day of the stock options and deferred compensation and the date that is six (6) months after the date your employment terminates. Any payments, severance, or other benefits hereunder will be subject to applicable withholdings and deductions. You will not be entitled to receive any further pay or compensation except (i) as expressly set out in this Agreement, and (ii) the pay, if any, accrued and owing under this Agreement up reasonable business expenses incurred prior to the date of termination, subject, however, to the provisions of Section 4.1, and (y) payment of compensation for unused vacation days that have accumulated during the calendar year in which such termination of your employmentoccurs). On termination of your employmentFor all purposes under this Agreement, regardless the failure by Company to offer to renew the Agreement following the expiration of the reason for such termination, you shall immediately (and with contemporaneous effect) resign any directorships, offices or other positions that you may hold, if any, in the Company, Parent Initial Term or any affiliate, unless otherwise agreed in writing by Renewal Term on the same terms and conditions hereunder shall be treated as if the Company and Parentterminated this Agreement pursuant to this Section 5.4.
Appears in 2 contracts
Sources: Employment Agreement (Datrek Miller International, Inc.), Employment Agreement (Datrek Miller International, Inc.)
Termination Without Cause. (This Section P does not apply to a termination without cause that occurs within three (3) months prior to a Change of Control and in relation or connection to that Change of Control or within six (6) months prior to a Change of Control and in relation or connection to that Change of Control or within twelve (12) months of a Change of Control – such terminations are covered by Section M). The Company may terminate your employment without Cause the Term of Employment at any time upon providing you a severance payment in the amount equal to twelve (12) months plus one (1) additional month for every one (1) year of consecutive service with the Company or Parent, up to a maximum of eighteen (18) months (the “Payment Period”), and subject to Appendix A and the conditions precedent therein. In addition to the severance payment above, in the event of a termination without Cause, by written notice to the Executive not less than ninety (90) days prior to the effective date of such termination. In the event that the Term of Employment is terminated by the Company will provide you with without Cause (other than due to the following, and, as above, subject to Appendix A and Executive’s death or Disability) the conditions precedent thereinExecutive shall be entitled to:
(i) The Accrued Obligations, payable as and when those amounts would have been payable had the Company will pay on your behalf or otherwise reimburse you for the cost Term of the monthly premiums for you and your eligible dependents to continue your health care benefits pursuant under COBRA, as amended up to the earlier of (I) the end of the Payment Period, or (II) the date you commence full-time employmentEmployment not ended;
(ii) The Termination Year Bonus, payable as and when those amounts would have been payable had the Company will pay you an Average Bonus pro-rated for the period Term of the partial bonus year you actually worked immediately prior to the termination of your employment, less statutory and other applicable deductions as required. For example, if your last day of work is March 31, you will receive three (3) months of your Average Bonus. If a bonus has Employment not yet been determined for the preceding completed calendar year, the Compensation Committee will first make that determination in the ordinary course using relevant criteria in a manner consistent with prior practice and make its recommendation to the Board so that the Average Bonus can then be determined and paid in accordance with this provision. For clarity, it is expressly agreed that you will not be entitled to any bonus whatsoever for any period of time after your last actual day at work, including during the Payment Periodended;
(iii) the Company will pay an amount A lump-sum payment equal to the contributions to your retirement savings plan it would have paid Severance Amount, payable on your behalf for the Payment Period.30th day immediately following the Termination Date; and
(iv) notwithstanding any provision in the Plan Company shall reimburse, on a monthly basis, Executive’s COBRA premium under the Company’s major medical group health and dental plan (including the costs of the Executive’s premium required to the contrary, all options and any other deferred compensation granted to you will continue to vest maintain coverage for his dependents) for a period of three (3) 18 months after such termination or the date your employment terminates expiration of the period in which COBRA coverage must be provided, whichever is less; and
(v) All Equity Awards and all vested or stock options previously granted to the Executive that remain outstanding immediately prior to the effective date of Termination shall become fully vested and other deferred compensation will be exercisable until upon the earlier occurrence of such Termination and shall remain exercisable for a period of two (2) years thereafter. If, upon the original expiry day of Termination Date, the Company is not a publicly traded corporation, the stock options and deferred compensation and shall be cancelled and, in exchange, the date that is six (6) months after the date your employment terminates. Any payments, severance, or other benefits hereunder will be subject to applicable withholdings and deductions. You will not be entitled to receive any further Company shall pay or compensation except (i) as expressly set out in this Agreement, and (ii) the pay, if any, accrued and owing under this Agreement up to the date Executive, in full settlement of termination all rights with respect to the stock options, an aggregate amount in cash equal to the fair market value of your employment. On termination of your employment, regardless a share of the reason Company’s Common Stock on the Termination Date minus the per share exercise price for such terminationthe stock options, you times the number of shares to which the stock options have not been exercised at the time of the Termination. Such cash payment shall immediately be made within thirty (and with contemporaneous effect30) resign any directorships, offices or other positions that you may hold, if any, in days of the Company, Parent or any affiliate, unless otherwise agreed in writing by the Company and ParentTermination Date.
Appears in 2 contracts
Sources: Employment Agreement (Reven Housing REIT, Inc.), Employment Agreement (Reven Housing REIT, Inc.)
Termination Without Cause. (This At any time the Company shall have the right to terminate the Executive's employment hereunder by written notice to the Executive. Upon any termination pursuant to this Section P does 5.4 that is not apply to a termination without cause that occurs within three under any of Sections 5.1, 5.2, 5.3 or 5.5, the Company shall: (3a) months prior pay to the Executive any unpaid Base Salary through the effective date of termination specified in such notice, (b) pay to the Executive the accrued and declared but unpaid Incentive Compensation, if any, for any Bonus Period ending on or before the date of the termination of the Executive's employment with the Company, (c) continue to pay the Executive's Base Salary for a Change period of Control and in relation or connection to that Change of Control or within six (6) months prior to a Change of Control and in relation or connection to that Change of Control or within twelve (12) months following the termination of a Change of Control – such terminations are covered by Section M). The Company may terminate your the Executive's employment without Cause at any time upon providing you a severance payment with the Company, in the amount equal manner and at such time as the Base Salary otherwise would have been payable to the Executive, and (d) continue to pay the Executive Incentive Compensation and continue to provide the Executive with the benefits he was receiving under Sections 4.2, 4.4 and 4.6 hereof, for a period of twelve (12) months plus one (1) additional month for every one (1) year following the termination of consecutive service the Executive's employment with the Company or Parent, up to a maximum of eighteen (18) months (the “Payment Period”), and subject to Appendix A and the conditions precedent therein. In addition to the severance payment aboveCompany, in the manner and at such times as the compensation or benefits otherwise would have been payable or provided to the Executive. In the event that the termination of a Executive's employment hereunder shall occur on or before December 31, 1997, then the Incentive Compensation and benefits payable under clause (d) of this Section 5.4 shall be equal to the amounts that would have been paid or provided to the Executive for the year ended December 31, 1997. In the event that termination without Causeof Executive's employment hereunder shall occur after December 31, 1997, then the Incentive Compensation and other benefits payable under clause (d) of this Section 5.4 shall be equal to the amounts of such compensation and benefits payable or provided to the Executive for the calendar year immediately preceding the termination of Executive's employment hereunder. In the event that the Company will is unable to provide you the Executive with a continuation of any savings, pension, profit-sharing or deferred compensation plans required hereunder by reason of the followingtermination of the Executive's employment pursuant to this Section 5.4, and, as above, subject to Appendix A and the conditions precedent therein:
(i) then the Company will shall pay on your behalf or the Executive cash equal to the value of the benefit that otherwise reimburse you would have accrued for the cost of Executive's benefit under the monthly premiums plan, for you and your eligible dependents the period during which such benefits could not be provided under the plans, said cash payments to continue your health care benefits pursuant under COBRA, as amended up to the earlier of be made within forty-five (I45) days after the end of the Payment Period, year for which such contributions would have been made or (II) the date you commence full-time employment;
(ii) the Company will pay you an Average Bonus pro-rated for the period would have accrued. The Company's good faith determination of the partial bonus year you actually worked immediately amount that would have been contributed or the value of any benefits that would have accrued under any plan shall be binding and conclusive on the Executive. Further, the Executive shall continue to vest in the Executive's Stock Options through the Expiration Date in the same manner and to the same extent as if his employment hereunder terminated on the Expiration Date. The Company shall have no further liability hereunder other than for: (i) reimbursement for reasonable business expenses incurred prior to the termination date of your employmenttermination, less statutory and other applicable deductions as required. For examplesubject, if your last day of work is March 31however, you will receive three (3) months of your Average Bonus. If a bonus has not yet been determined for the preceding completed calendar year, the Compensation Committee will first make that determination in the ordinary course using relevant criteria in a manner consistent with prior practice and make its recommendation to the Board so that the Average Bonus can then be determined and paid in accordance with this provision. For clarity, it is expressly agreed that you will not be entitled to any bonus whatsoever for any period provisions of time after your last actual day at work, including during the Payment Period;
(iii) the Company will pay an amount equal to the contributions to your retirement savings plan it would have paid on your behalf for the Payment Period.
(iv) notwithstanding any provision in the Plan to the contrary, all options and any other deferred compensation granted to you will continue to vest for a period of three (3) months after the date your employment terminates and all vested stock options and other deferred compensation will be exercisable until the earlier of the original expiry day of the stock options and deferred compensation and the date that is six (6) months after the date your employment terminates. Any payments, severance, or other benefits hereunder will be subject to applicable withholdings and deductions. You will not be entitled to receive any further pay or compensation except (i) as expressly set out in this AgreementSection 4.1, and (ii) payment of compensation for unused vacation days that have accumulated during the pay, if any, accrued and owing under this Agreement up to the date of calendar year in which such termination of your employment. On termination of your employment, regardless of the reason for such termination, you shall immediately (and with contemporaneous effect) resign any directorships, offices or other positions that you may hold, if any, in the Company, Parent or any affiliate, unless otherwise agreed in writing by the Company and Parentoccurs.
Appears in 2 contracts
Sources: Employment Agreement (Hte Inc), Employment Agreement (Hte Inc)
Termination Without Cause. (This Section P does not apply to a termination without cause that occurs within three (3) months prior to a Change of Control and in relation or connection to that Change of Control or within six (6) months prior to a Change of Control and in relation or connection to that Change of Control or within twelve (12) months of a Change of Control – such terminations are covered by Section M). The Company Either party may terminate your Executive's employment hereunder without Cause at any time upon by providing you a severance payment in the amount equal to twelve one-hundred eighty (12180) months plus one (1) additional month for every one (1) year days written notice of consecutive service with the Company or Parent, up to a maximum of eighteen (18) months (the “Payment Period”), and subject to Appendix A and the conditions precedent thereinsuch termination. In addition to the severance payment above, in the event of a the termination of Executive's employment under this Paragraph 4.3 without CauseCause by the Company, the Company will provide you with the following, and, as above, subject to Appendix A and the conditions precedent thereinthen Executive shall be entitled to:
(i) the Company will pay on your behalf or otherwise reimburse you for the cost payment of the monthly premiums for you and your eligible dependents to continue your health care benefits pursuant under COBRA, as amended up to Accrued Payments in full within the earlier of (I) the end of the Payment Period, or (II) the date you commence full-time employmentnext normal payroll period following Termination;
(ii) the Company will pay you an Average Bonus pro-rated for the period of the partial bonus year you actually worked immediately prior to the termination of your employment, less statutory and other applicable deductions as required. For example, if your last day of work is March 31, you will receive three (3) months of your Average Bonus. If a bonus has any annual incentive bonuses earned but not yet been determined paid for any completed full fiscal year immediately preceding the preceding completed calendar yearemployment termination date, the Compensation Committee will first make that determination in the ordinary course using relevant criteria in a manner consistent with prior practice and make its recommendation to the Board so that the Average Bonus can then be determined and paid in accordance with this provision. For clarity, it is expressly agreed that you will not be entitled to any bonus whatsoever for any full within the next normal payroll period of time after your last actual day at work, including during the Payment Periodfollowing Termination;
(iii) the Company will pay an amount equal if employment termination occurs prior to the contributions to your retirement savings plan it end of any fiscal year, the annual incentive bonus for such fiscal year in which employment termination occurs for which Executive would have been entitled if employed at the conclusion of the fiscal year determined and paid based on your behalf actual performance achieved for such fiscal year against the Payment Period.prorated performance goals for that fiscal year, to be paid in full within ninety days following completion of the fiscal year;
(iv) notwithstanding the Company shall arrange for the Executive to continue to participate (through COBRA or otherwise), on substantially the same terms and conditions as in effect for the Executive (including any provision required contribution) immediately prior to such termination, in the Plan medical, dental, disability and life insurance programs provided to the contrary, all options and any other deferred compensation granted to you will continue to vest for a period of three (3) months after the date your employment terminates and all vested stock options and other deferred compensation will be exercisable Executive hereof until the earlier of (a) a one-hundred eighty (180) day period from the original expiry day effective date of termination; or (b) such time as the Executive is eligible to be covered by comparable benefit(s) of a subsequent employer (determined on a benefit-by-benefit and coverage-by-coverage basis). The foregoing is referred to as “Benefits Continuation”. The Executive agrees to notify the Company promptly if and when he begins employment with another employer and if and when he becomes eligible to participate in any benefit or other welfare plans, programs or arrangements of another employer. In the event of the stock options and deferred compensation and termination of Executive's employment under this Paragraph 4.3 without Cause by the date that is six (6) months after the date your employment terminates. Any paymentsExecutive, severance, or other benefits hereunder will be subject to applicable withholdings and deductions. You will not then Executive shall be entitled to receive any further pay or compensation except items listed above in subparagraphs (i) as expressly set out in this Agreement), and (ii) the pay, if any, accrued and owing under this Agreement up (iii) above only. The Company shall have no further liability hereunder (other than for reimbursement for reasonable business expenses incurred prior to the date of termination of your employment. On termination of your employment, regardless of the reason for such termination, you shall immediately (and with contemporaneous effect) resign any directorshipssubject, offices or other positions that you may hold, if any, in however to the Company, Parent or any affiliate, unless otherwise agreed in writing by the Company and Parentprovisions of Paragraph 3.1 hereof).
Appears in 2 contracts
Sources: Employment Agreement (United Insurance Holdings Corp.), Employment Agreement (United Insurance Holdings Corp.)
Termination Without Cause. (This Section P does not apply to a termination without cause In the event that occurs within three (3) months prior to a Change of Control and in relation or connection to that Change of Control or within six (6) months prior to a Change of Control and in relation or connection to that Change of Control or within twelve (12) months of a Change of Control – such terminations are covered the Executive's employment hereunder is terminated by Section M). The the Company may terminate your employment without Cause at any time upon providing you a severance payment in the amount equal to twelve and Sections 8(A) (12) months plus one (1) additional month for every one (1) year of consecutive service with the Company or Parent, up to a maximum of eighteen (18) months (the “Payment Period”death), (B) (disability) and subject to Appendix A and (F) (change in control) do not apply, then the conditions precedent therein. In addition to the severance payment above, in the event of a termination without Cause, the Company will provide you with the following, and, as above, subject to Appendix A and the conditions precedent thereinExecutive shall be entitled to:
(iI) Base Salary for a two-year period ending on the Company will pay on your behalf or otherwise reimburse you for the cost second anniversary of the monthly premiums for you and your eligible dependents to continue your health care benefits pursuant under COBRATermination Date, payable as amended up to the earlier of (I) the end of the Payment Period, or provided in Section 4;
(II) a Pro-Rata annual incentive award for the date you commence full-time employmentfiscal year in which the Termination Date occurs, based on the Executive's annual bonus opportunity for such fiscal year (excluding any overachievement bonus opportunity), payable in a lump sum promptly following the Termination Date, regardless of the Executive's and Company's performance during such fiscal year;
(iiIII) the Company will pay you an Average Bonus pro-rated for the period of the partial bonus year you actually worked immediately prior to the termination of your employment, less statutory and other applicable deductions as required. For example, if your last day of work is March 31, you will receive three (3) months of your Average Bonus. If a bonus has not yet been determined for the preceding completed calendar year, the Compensation Committee will first make that determination in the ordinary course using relevant criteria in a manner consistent with prior practice and make its recommendation to the Board so that the Average Bonus can then be determined and paid in accordance with this provision. For clarity, it is expressly agreed that you will not be entitled to any bonus whatsoever for any period of time after your last actual day at work, including during the Payment Period;
(iii) the Company will pay an amount equal to twice the contributions to your retirement savings plan it would have paid on your behalf Executive's annual bonus opportunity for the Payment Period.year of termination (excluding any overachievement bonus opportunity), payable in equal installments over the two-year period ending on the second anniversary of the Termination Date;
(ivIV) notwithstanding the continued right to exercise the Special Stock Option for a period of two years from the Termination Date (provided, however, that no options can be exercised after their expiration date), such Special Stock Option to become fully vested and exercisable as of the Termination Date, and the immediate vesting of all shares of Special Restricted Stock as of the Termination Date;
(V) the continued right to exercise any provision in vested and exercisable stock option, other than the Plan to Special Stock Option, for a minimum period of 12 months from the contraryTermination Date (provided, however, that no options can be exercised after their expiration date). During the 12-month period following the Termination Date, all unvested stock options and any (other deferred compensation granted to you than the Special Stock Option) will continue to vest for a period as if the Executive were still employed with the Company. All stock options, other than the Special Stock Option, which are not vested or exercised as of three (3) 12 months after following the date your employment terminates and all vested stock options and other deferred compensation Termination Date will be exercisable until forfeited. In addition, all restricted stock, other than the earlier Special Restricted Stock, which has not been distributed as of the original expiry day Termination Date will be forfeited;
(VI) continued participation, through the second anniversary of the stock options Termination Date, in all medical, dental, vision, hospitalization, disability and life insurance coverages and in all other employee welfare benefit plans, programs and arrangements in which he or his family members were participating on such date, on terms and conditions that are no less favorable to him than those that applied on such date and with COBRA benefits commencing thereafter; provided that the Company's obligation under this Section 8(D)(V) shall be reduced to the extent that equivalent coverages and benefits (determined on a coverage-by-coverage and benefit-by-benefit basis) are provided under the plans, programs or arrangements of a subsequent employer;
(VII) immediate vesting in the Company's Retirement Savings Plan (or any successor 401(k) plan), pension plan, supplemental retirement plan, and deferred compensation and the date that is six plans; and
(6) months after the date your employment terminates. Any payments, severance, or other benefits hereunder will be subject to applicable withholdings and deductions. You will not be entitled to receive any further pay or compensation except (i) as expressly set out in this Agreement, and (iiVIII) the pay, if any, accrued and owing under this Agreement up to the date of termination of your employment. On termination of your employment, regardless of the reason for such termination, you shall immediately (and with contemporaneous effect) resign any directorships, offices or other positions that you may hold, if any, benefits described in the Company, Parent or any affiliate, unless otherwise agreed in writing by the Company and ParentSection 8(H)(I).
Appears in 2 contracts
Sources: Employment Agreement (Ikon Office Solutions Inc), Employment Agreement (Ikon Office Solutions Inc)
Termination Without Cause. (This Section P does not apply to a termination without cause that occurs within three (3) months prior to a Change of Control and in relation or connection to that Change of Control or within six (6) months prior to a Change of Control and in relation or connection to that Change of Control or within twelve (12) months of a Change of Control – such terminations are covered by Section M). The Company may terminate your employment without Cause has the right, at any time during the Term, subject to all of the provisions hereof, exercisable by serving notice, effective on or after the date of service of such notice as specified therein, to terminate the Executive's employment under this Agreement and discharge the Executive without Cause. If the Executive is terminated during the Term without Cause (including any termination which is deemed to be a constructive termination without Cause under Section 4.6 hereof), the Company's obligation to the Executive shall be limited solely to (i) the vesting of all stock options granted to the Executive by the Company and (ii) the payment, at the times and upon providing you a severance payment the terms provided for herein, of the greater of (a) the Executive's Annual Salary and Incentive Bonus for the number of full months remaining in the amount equal to twelve Term of this Agreement had the Executive not been so terminated and (12b) months plus one the Executive's Annual Salary for a period of 36 months, in each case based on the Annual Salary of the Executive in effect on the date of termination (1) additional month for every one (1) year of consecutive service with or, if the Company has reduced the Executive's Annual Salary in breach of this Agreement, the Executive's Annual Salary before such reduction) together with all unpaid Incentive Bonus and Benefits awarded or Parent, accrued up to a the date of termination. If the Executive is terminated after he has received one Incentive Bonus, the Incentive Bonus in clause (ii)(a) shall be based on the amount of that one Incentive Bonus; if he has not yet received an Incentive Bonus, it shall be based on the maximum Incentive Bonus (i.e., 75% of eighteen (18) months (the “Payment Period”Annual Salary), and subject to Appendix A and the conditions precedent therein. In addition to the severance payment above, in the event of a termination without Cause, the Company will provide you with the following, and, as above, subject to Appendix A and the conditions precedent therein:
(i) the Company will pay on your behalf or otherwise reimburse you for the cost of the monthly premiums for you and your eligible dependents to continue your health care benefits pursuant under COBRA, as amended up to the earlier of (I) the end of the Payment Period, or (II) the date you commence full-time employment;
(ii) the Company will pay you an Average Bonus pro-rated for the period of the partial bonus year you actually worked immediately prior to the termination of your employment, less statutory and other applicable deductions as required. For example, if your last day of work is March 31, you will receive three (3) months of your Average Bonus. If a bonus has not yet been determined for the preceding completed calendar year, the Compensation Committee will first make that determination in the ordinary course using relevant criteria in a manner consistent with prior practice and make its recommendation to the Board so that the Average Bonus can then be determined and paid in accordance with this provision. For clarity, it is expressly agreed that you will not be entitled to any bonus whatsoever for any period of time after your last actual day at work, including during the Payment Period;
(iii) the Company will pay an amount equal to the contributions to your retirement savings plan it would have paid on your behalf for the Payment Period.
(iv) notwithstanding any provision in the Plan to the contrary, all options and any other deferred compensation granted to you will continue to vest for a period of three (3) months after the date your employment terminates and all vested stock options and other deferred compensation will be exercisable until the earlier of the original expiry day of the stock options and deferred compensation and the date that is six (6) months after the date your employment terminates. Any payments, severance, or other benefits hereunder will be subject to applicable withholdings and deductions. You will not be entitled to receive any further pay or compensation except (i) as expressly set out in this Agreement, and (ii) the pay, if any, accrued and owing under this Agreement up to the date of termination of your employment. On termination of your employment, regardless of the reason for such termination, you shall immediately (and with contemporaneous effect) resign any directorships, offices or other positions that you may hold, if any, in the Company, Parent or any affiliate, unless otherwise agreed in writing by the Company without Cause within 180 days after a Change of Control (as hereinafter defined), including a constructive termination without Cause pursuant to Section 4.6, the amounts due to the Executive pursuant to this Section 4.3 shall be due and Parentpayable in one lump-sum payment within 60 days after such termination. In all other cases, any amounts due to the Executive pursuant to this Section 4.3 shall be due and payable as and when they would have become due and payable absent such termination.
Appears in 2 contracts
Sources: Employment Agreement (Advanced Technical Products Inc), Employment Agreement (Advanced Technical Products Inc)
Termination Without Cause. (This Section P does not apply to a termination without cause that occurs within three (3) months If the Company terminates Executive’s employment at any time prior to a Change of Control without Cause (and other than as a result of Executive’s death or disability) and such termination constitutes a “separation from service” (as defined under Treasury Regulation Section 1.409A-1(h)), Executive shall be eligible for the following severance benefits (the “Severance Benefits”): (i) the Company shall make a lump sum severance payment to Executive in relation or connection an amount equal to that Change of Control or within six eighteen (6) months prior to a Change of Control and in relation or connection to that Change of Control or within twelve (1218) months of a Change Executive’s then-current base salary plus 150% of Control – the greater of (A) 80% of the Target Bonus for the year in which the termination occurs and (B) the prior year’s Target Bonus actually earned by Executive, subject to withholdings and deductions, (ii) the vesting of each then-outstanding, unvested equity award held by Executive will accelerate as to that number of shares under each such terminations are covered by Section M). The Company may terminate your employment without Cause at any time upon providing you a severance payment award that would have vested in the amount equal ordinary course had Executive continued to twelve (12) months plus one (1) additional month for every one (1) year of consecutive service with be employed by the Company or Parent, up to a maximum of for an additional eighteen (18) months (or, if no shares would vest during such time under a specific award due to a cliff vesting provision, then the “Payment Period”number of shares vesting and becoming exercisable pursuant to this paragraph shall equal the product of (A) the total number of shares subject to the award and (B) a fraction, the numerator of which is eighteen (18) and the denominator of which is the total number of months in the vesting schedule), and subject to Appendix A and the conditions precedent therein. In addition to the severance payment above, in the event of a termination without Cause, the Company will provide you with the following, and, such vesting occurring as above, subject to Appendix A and the conditions precedent therein:
(i) the Company will pay on your behalf or otherwise reimburse you for the cost of the monthly premiums for you and your eligible dependents to continue your health care benefits pursuant under COBRA, as amended up to the earlier of (I) the end date of the Payment PeriodExecutive’s termination, or (II) the date you commence full-time employment;
(ii) the Company will pay you an Average Bonus pro-rated for the period of the partial bonus year you actually worked immediately prior to the termination of your employment, less statutory and other applicable deductions as required. For example, if your last day of work is March 31, you will receive three (3) months of your Average Bonus. If a bonus has not yet been determined for the preceding completed calendar year, the Compensation Committee will first make that determination in the ordinary course using relevant criteria in a manner consistent with prior practice and make its recommendation to the Board so that the Average Bonus can then be determined and paid in accordance with this provision. For clarity, it is expressly agreed that you will not be entitled to any bonus whatsoever for any period of time after your last actual day at work, including during the Payment Period;
(iii) the Company will pay an amount equal post-termination exercise period of all non-statutory stock options then held by Executive shall be extended so that such options, to the contributions to your retirement savings plan it would have paid on your behalf for the Payment Period.
(iv) notwithstanding any provision in the Plan to the contraryextent vested, all options and any other deferred compensation granted to you will continue to vest for a period of three (3) months after the date your employment terminates and all vested stock options and other deferred compensation will be are exercisable until the earlier of (A) the original expiry day term expiration date for such award and (B) the first anniversary of Executive’s termination date and (iv) if Executive timely elects COBRA health insurance coverage, the stock options and deferred compensation and Company will pay Executive’s COBRA premiums for eighteen (18) months following the date his employment terminates or until such earlier date as he is no longer eligible for COBRA coverage or he becomes eligible for health insurance coverage from another source (provided that is six Executive must promptly inform the Company, in writing, if he becomes eligible for health insurance coverage from another source within eighteen (618) months after the date your employment terminatestermination). Any payments, severance, or other benefits hereunder will be subject to applicable withholdings and deductions. You will Executive shall not be entitled to receive any further pay or compensation except (i) as expressly the Severance Benefits unless and until the release requirements set out forth in this Agreement, and (ii) the pay, if any, accrued and owing under Section 5 of this Agreement up to the date of termination of your employment. On termination of your employment, regardless of the reason for such termination, you shall immediately (and with contemporaneous effect) resign any directorships, offices or other positions that you may hold, if any, in the Company, Parent or any affiliate, unless otherwise agreed in writing by the Company and Parentare satisfied.
Appears in 2 contracts
Sources: Employment Agreement (WEB.COM Group, Inc.), Employment Agreement (WEB.COM Group, Inc.)
Termination Without Cause. (This Section P does not apply to a termination without cause that occurs within three (3) months prior to a Change of Control In the event GTI terminates this Agreement and in relation or connection to that Change of Control or within six (6) months prior to a Change of Control and in relation or connection to that Change of Control or within twelve (12) months of a Change of Control – such terminations are covered by Section M). The Company may terminate your the Employee’s employment without Cause at any time upon providing you a severance payment in the amount equal to twelve (12) months plus one (1) additional month for every one (1) year of consecutive service with the Company or Parent, up to a maximum of eighteen (18) months (the “Payment Period”), and subject to Appendix A and the conditions precedent therein. In addition to the severance payment above, in the event of a termination without Cause, the Company will provide you with the following, and, as above, subject to Appendix A and the conditions precedent therein:
(i) GTI shall promptly pay or provide to the Company will pay on your behalf or otherwise reimburse you Employee, to the extent earned prior to the date of such termination: (A) all Salary; (B) the pro rata share of all Bonuses for the cost fiscal year in which the termination occurred (which payment shall be made based on the assumption that GTI had met the requirement for the payment of the monthly premiums for you and your eligible dependents to continue your health care benefits pursuant Target Bonus); (C) any Benefits under COBRA, as amended up any plans of GTI in which the Employee is a participant to the earlier of (I) the end full extent of the Payment PeriodEmployee’s rights under such plans prior to termination, or except as noted in Section 11(f)(ii)(B) below; and (IID) reimbursement of any appropriate business and/or entertainment expenses incurred by the date you commence full-time employment;Employee prior to such termination and properly submitted to GTI.
(ii) subject to the Company will GTI’s receipt from the Employee of a general release of employment-related claims, attached hereto as Annex D, GTI shall also promptly pay you an Average Bonus proto the Employee:
(A) a lump sum amount equal to the Employee’s Salary at its then-rated current rate for a period equal to six (6) months, plus any amount to be paid to the period Employee as a cash payout of Salary due to the Employee for that portion of the partial bonus Employer’s Notice Period that GTI shall elect to pay out pursuant to section 11(e) hereof; provided that following the completion by the Employee of one year you actually worked immediately prior to the termination of your employment, less statutory and other applicable deductions as required. For example, if your last day of work is March 31, you will receive three (3) months of your Average Bonus. If a bonus has not yet been determined for the preceding completed calendar year, the Compensation Committee will first make that determination in the ordinary course using relevant criteria in a manner consistent with prior practice and make its recommendation amount paid under this section 11(f)(ii)A shall increase to the Board so that the Average Bonus can then be determined and paid in accordance with this provision. For clarity, it is expressly agreed that you will not be entitled to any bonus whatsoever for any period of time after your last actual day at work, including during the Payment Period;
(iii) the Company will pay an amount equal to the contributions Employee’s Salary at its then-current rate for a period equal to your retirement savings plan it would have nine (9) months, plus any amount to be paid on your behalf to the Employee as a cash payout of Salary due to the Employee for that portion of the Payment Period.Employer’s Notice Period that GTI shall elect to pay out pursuant to section 11(e) hereof; and
(ivB) notwithstanding any provision in the Plan event GTI is unable to continue such benefits pursuant to clause (iii) hereof, GTI shall pay to the contrary, Employee the cost of continuing all options medical and any other deferred compensation granted to you will continue to vest dental coverages for a period of three (3) months after the date your employment terminates and all vested stock options and other deferred compensation will be exercisable until the earlier of the original expiry day of the stock options and deferred compensation and the date that is six (6) months after the date your employment terminates. Any payments, severance, or other benefits hereunder will be subject to applicable withholdings and deductions. You will not be entitled to receive any further pay or compensation except (i) as expressly set out in this Agreementmonths, and shall pay directly to the Employee a cash amount equal to the maximum matching contribution which the Employee would have received pursuant to the terms of GTI’s 401(k) Plan as though he had been permitted to continue making the maximum permissible contributions to such plan for such period.
(iii) In addition to the payments described in clause (ii) hereof, GTI shall continue to provide the pay, if any, accrued Employee and owing under this Agreement up his eligible dependents at GTI’s expense (except to the date extent of termination any premiums customarily charged to active employees) with all medical, dental, life, disability and other coverages as provided for under Section 6(b) hereof during the period determined in accordance with Section 11(f)(ii)(A), provided however, that such benefits shall cease upon the Employee’s receipt of your employment. On termination of your employmentcomparable benefits under, regardless of or coverage under, any plans provided by a new employer if such coverage commences prior to the reason for such termination, you shall immediately (and period determined in accordance with contemporaneous effectSection 11(f)(ii)(A) resign any directorships, offices or other positions that you may hold, if any, in the Company, Parent or any affiliate, unless otherwise agreed in writing by the Company and Parenthereof.
Appears in 2 contracts
Sources: Employment Agreement (Golden Telecom Inc), Employment Agreement (Golden Telecom Inc)
Termination Without Cause. (This Section P does not apply to a termination without cause that occurs within three (3) months prior to a Change of Control and in relation or connection to that Change of Control or within six (6) months prior to a Change of Control and in relation or connection to that Change of Control or within twelve (12) months of a Change of Control – such terminations are covered by Section M). The Company may has the right to terminate your the employment of the Executive without Cause Cause, upon at any time upon providing you least thirty days’ prior written notice, if such termination is approved by a severance payment in majority vote of the amount equal Board taken at a meeting duly called to twelve (12) months plus one (1) additional month for every one (1) year of consecutive service with the Company or Parent, up to a maximum of eighteen (18) months (the “Payment Period”), and subject to Appendix A and the conditions precedent thereinconsider such matter. In addition to the severance payment above, in the event of a termination without Causeof the Executive’s employment pursuant to this Section 9(b), the Company will shall provide you the Executive with the following, and, as above, subject to Appendix A following “Termination Benefits,” and the conditions precedent thereinCompany shall have no further obligations to pay compensation or benefits under this Agreement:
(i) a lump sum cash payment, within thirty days following the Company will pay on your behalf Date of Termination, equal to the sum of: (A) the Accrued Obligations, and (B) the product of (1) three and (2) the sum of the Base Salary, plus the higher of Executive’s most recent annual bonus or otherwise reimburse you Executive’s target bonus for the cost year in which the Date of Termination occurs (if no target bonus has been set for such year, the monthly premiums Executive’s target bonus for you and your eligible dependents to continue your health care benefits pursuant under COBRA, as amended up to the earlier of (I) the end of the Payment Period, or (II) the date you commence full-time employmentprior year shall be used);
(ii) the Company will pay you an Average Bonus pro-rated Executive shall be credited with three additional years of service for the period purposes of calculating his retirement benefit under any supplemental or excess retirement plan of the partial bonus year you actually worked immediately prior to Company in which he was a participant as of the termination Date of your employment, less statutory and other applicable deductions as required. For example, if your last day of work is March 31, you will receive three (3) months of your Average Bonus. If a bonus has not yet been determined for the preceding completed calendar year, the Compensation Committee will first make that determination in the ordinary course using relevant criteria in a manner consistent with prior practice and make its recommendation to the Board so that the Average Bonus can then be determined and paid in accordance with this provision. For clarity, it is expressly agreed that you will not be entitled to any bonus whatsoever for any period of time after your last actual day at work, including during the Payment PeriodTermination;
(iii) from the Date of Termination until 36 months following the end of the month in which the Date of Termination occurs, the Company will pay an amount shall continue benefits to the Executive (and/or the Executive’s family) at least equal to the contributions to your retirement savings plan it those which would have paid on your behalf been provided to them in accordance with the plans, programs, practices and policies described in Section 5(d)(ii) if the Executive’s employment had not been terminated or, if more favorable to the Executive, as in effect generally at any time thereafter with respect to other senior executives of the Company (and their families) (in addition, if the Executive is eligible for “COBRA” continuation health coverage under Section 4980B of the Internal Revenue Code of 1986, as amended (or any successor provision), such coverage shall commence upon the end of the coverage for the Payment Period.severance period); provided, however, that if any of the welfare benefits provided during the period the Executive is considered a “specified employee” or “key employee” under Section 24 of this Agreement are not subject to an exemption under Section 409A of the Code, such benefits will be provided at the Executive’s cost subject to reimbursement during any such period; and provided further, however, if the Executive becomes reemployed with another employer and is eligible to receive medical or other welfare benefits under another employer-provided plan, the medical and other welfare benefits described herein shall be secondary to those provided under such other plan during such applicable period of eligibility; and
(iv) notwithstanding the Executive shall be credited with three additional years of service and age for purposes of eligibility for retiree health benefits under any provision in the Plan to the contrary, all options and any other deferred compensation granted to you will continue to vest for a period of three (3) months after the date your employment terminates and all vested stock options and other deferred compensation will be exercisable until the earlier of the original expiry day of the stock options and deferred compensation and the date that is six (6) months after the date your employment terminates. Any payments, severance, or other benefits hereunder will be subject to applicable withholdings and deductions. You will not be entitled to receive any further pay or compensation except (i) as expressly set out in this Agreement, and (ii) the pay, if any, accrued and owing under this Agreement up to the date of termination of your employment. On termination of your employment, regardless of the reason for such termination, you shall immediately (and with contemporaneous effect) resign any directorships, offices or other positions that you may hold, if any, in retiree health plan maintained by the Company, Parent or any affiliate, unless otherwise agreed in writing by the Company and Parent.
Appears in 2 contracts
Sources: Executive Employment Contract (Sensient Technologies Corp), Executive Employment Contract (Sensient Technologies Corp)
Termination Without Cause. (This Section P does not apply to a termination without cause that occurs within three (3) months prior to a Change of Control and in relation or connection to that Change of Control or within six (6) months prior to a Change of Control and in relation or connection to that Change of Control or within twelve (12) months of a Change of Control – such terminations are covered by Section M). The Company Corporation may terminate your employment without Cause at any time upon providing you a severance payment the employment of the Executive without cause in which case the amount equal to twelve (12) months plus one (1) additional month for every one (1) year of consecutive service with the Company or Parent, up to a maximum of eighteen (18) months (the “Payment Period”), and subject to Appendix A Corporation will provide and the conditions precedent therein. In addition Executive shall be entitled to the following severance payment above, in the event of a termination without Cause, the Company will provide you with the following, and, as above, subject to Appendix A payments (“Severance Payments”) and the conditions precedent thereinExecutive hereby irrevocably waives the right to receive any additional compensation provided hereunder (unless explicated provided herein otherwise) or available under applicable statute or law:
(i) the Company will pay on your behalf or otherwise reimburse you for the cost of the monthly premiums for you any accrued and your eligible dependents to continue your health care benefits pursuant under COBRAunpaid Base Salary, as amended up less applicable statutory deductions, to the earlier of (I) the end of the Payment Period, or (II) the date you commence full-time employmentTermination Effective Date;
(ii) the Company will all vacation pay you an Average Bonus pro-rated for the period of the partial bonus year you actually worked immediately prior due and owing to the termination of your employment, less statutory and other applicable deductions as required. For example, if your last day of work is March 31, you will receive three (3) months of your Average Bonus. If a bonus has not yet been determined for the preceding completed calendar year, the Compensation Committee will first make that determination in the ordinary course using relevant criteria in a manner consistent with prior practice and make its recommendation to the Board so that the Average Bonus can then be determined and paid in accordance with this provision. For clarity, it is expressly agreed that you will not be entitled to any bonus whatsoever for any period of time after your last actual day at work, including during the Payment PeriodTermination Effective Date;
(iii) any short term bonus that the Company will pay an amount equal Executive qualifies for pursuant to the contributions conditions and stipulations contained in Section 3.2 hereto related to your retirement savings plan it would have paid on your behalf a termination other than “for the Payment Period.cause”; and
(iv) notwithstanding at the Corporation’s option, either:
(a) a lump sum payment, less applicable statutory deductions, equivalent to six months of the Executive’s Base Salary or
(b) payment over the subsequent six months equivalent in amount, frequency and timing to the Base Salary the Executive would have received had this Agreement not been terminated (the “Salary Continuation Period”); provided that the Corporation shall continue to provide health care coverage (pursuant to the same terms and conditions (including copayments and premium contributions) of active employees (including any provision changes that occur thereto during such period for active employees)) for the Salary Continuation Period; and provided further that in the Plan to event that the contraryExecutive obtains employment of 30 hours or more (on average) per week during such six month period, all options and any other deferred compensation granted to you will continue to vest for a period of three (3) months after the date your employment terminates Executive shall notify the Corporation immediately and all vested stock options and other deferred compensation will be exercisable until the earlier obligations of the original expiry day of Corporation to make payments and provide health care benefits under this Section 4.2(iv)(b) during the stock options Salary Continuation Period following such date shall terminate. If the Corporation exercises its rights to terminate the Executive’s employment hereunder other than “for cause” pursuant to this Section 4.2, except for the severance payments and deferred compensation and benefits expressly enumerated herein, the date that is six (6) months after the date your employment terminates. Any payments, severance, or other benefits hereunder will be subject to applicable withholdings and deductions. You will Executive shall not be entitled to receive any further pay remuneration, benefits or compensation except payments, including without limitation short term bonus awards, benefit coverage (iincluding that set forth in Section 3.3 and 3.7 hereof) as expressly set out in this Agreement, and (ii) the pay, if any, accrued and owing under this Agreement up to the date of termination of your employment. On termination of your employment, regardless or any additional vesting of the reason for Option after the Termination Effective Date (including in the event of a Change of Control following any such termination). Following such termination, you the Executive shall immediately (not be required to be available to work for the Corporation and with contemporaneous effect) resign any directorshipsmay have other activities, offices or subject to the restrictions provided in Article 2, but excluding Section 2.1. Further, other positions that you may hold, if any, in the Company, Parent or any affiliate, unless otherwise agreed in writing work done by the Company Executive during the period following such termination that adheres to the requirements of Section 2.2, Section 2.3, and ParentSection 2.4 shall not be considered work during the course of the Executive’s employment with the Corporation and, thus, Section 2.5 will not apply.
Appears in 2 contracts
Sources: Employment Agreement (SMTC Corp), Employment Agreement (SMTC Corp)
Termination Without Cause. (This Section P does not apply to a termination without cause that occurs within three (3) months prior to a Change of Control and in relation or connection to that Change of Control or within six (6) months prior to a Change of Control and in relation or connection to that Change of Control or within twelve (12) months of a Change of Control – such terminations are covered If the Employee’s employment by Section M). The Company may terminate your employment without Cause at any time upon providing you a severance payment in the amount equal to twelve (12) months plus one (1) additional month for every one (1) year of consecutive service with the Company is terminated by the Company other than (x) for Cause or Parent, up (y) as a result of an expiration of the Employment Term due to a maximum an election by the Company not to extend the term of eighteen (18) months (the “Payment Period”), and subject to Appendix A and the conditions precedent therein. In addition this Agreement pursuant to the severance payment above, in the event provisions of a termination without CauseSection 2 hereof, the Company will shall pay or provide you the Employee with the following, and, as above, subject to Appendix A and the conditions precedent therein:
(i) the Company will pay on your behalf or otherwise reimburse you for the cost of the monthly premiums for you and your eligible dependents to continue your health care benefits pursuant under COBRA, as amended up to the earlier of (I) the end of the Payment Period, or (II) the date you commence full-time employment;Accrued Benefits; and
(ii) the Company will pay you an Average Bonus pro-rated for the period of the partial bonus year you actually worked immediately prior subject to the termination of your employmentEmployee’s continued compliance with the obligations in Sections 9, less statutory 10 and other applicable deductions as required. For example11 hereof, if your last day of work is March 31, you will receive three (3A) months of your Average Bonus. If a bonus has not yet been determined for the preceding completed calendar year, the Compensation Committee will first make that determination in the ordinary course using relevant criteria in a manner consistent with prior practice and make its recommendation to the Board so that the Average Bonus can then be determined and paid in accordance with this provision. For clarity, it is expressly agreed that you will not be entitled to any bonus whatsoever for any period of time after your last actual day at work, including during the Payment Period;
(iii) the Company will pay an amount equal to the contributions to your retirement savings plan it would have sum of the Employee’s monthly Base Salary rate (but not as an employee), paid on your behalf for in accordance with the Payment Period.
(iv) notwithstanding any provision in regular payroll practices of the Plan to the contrary, all options and any other deferred compensation granted to you will continue to vest Company for a period to be determined following such termination and (B) the Unpaid Annual Bonus (if any), paid in such manner and at such times as the Unpaid Annual Bonus would have otherwise been paid to the Employee without regard to the termination of three (3) months after the date your employment terminates Employment Term, and all vested stock options and other deferred compensation will be exercisable paid ratably thereafter over the remaining payment schedule for the payments pursuant to clause (A)); provided that to the extent that the payment of any amount constitutes “nonqualified deferred compensation” for purposes of “Code Section 409A” (as defined in Section 21 hereof), any such payment scheduled to occur during the first sixty (60) days following such termination shall not be paid until the earlier sixtieth (60th) day following such termination and shall include payment of any amount that was otherwise scheduled to be paid prior thereto. Payments and benefits provided in this Section 8(e) shall be in lieu of any termination or severance payments or benefits for which the Employee may be eligible under any of the original expiry day plans, policies or programs of the stock options and deferred compensation and Company or under the date that is six (6) months after the date your employment terminates. Any payments, severance, or other benefits hereunder will be subject to applicable withholdings and deductions. You will not be entitled to receive any further pay or compensation except (i) as expressly set out in this Agreement, and (ii) the pay, if any, accrued and owing under this Agreement up to the date Worker Adjustment Retraining Notification Act of termination of your employment. On termination of your employment, regardless of the reason for such termination, you shall immediately (and with contemporaneous effect) resign any directorships, offices or other positions that you may hold, if any, in the Company, Parent 1988 or any affiliate, unless otherwise agreed in writing by the Company and Parentsimilar state statute or regulation.
Appears in 2 contracts
Sources: Employment Agreement (Sow Good Inc.), Employment Agreement (Sow Good Inc.)
Termination Without Cause. The Company shall have the right, upon ninety (This Section P does not apply 90) days’ prior written notice given to a the Executive, to terminate the Executive’s employment for any reason whatsoever (except for Cause (as defined below)))). In the event of such termination, the Company shall have no further obligations hereunder, except that the Executive shall be entitled to (i) receive any accrued but unpaid salary and other amounts to which the Executive otherwise is entitled hereunder prior to the date of termination without cause Cause, paid in accordance with the terms of this Agreement; (ii) receive bonus compensation earned but not paid that occurs within three (3) months relates to any fiscal year ended prior to the date of termination without Cause, paid in accordance with the terms of this Agreement; (iii) receive a Change pro-rata portion of Control and the annual bonus payout that the Executive would have been entitled to receive had they remained in relation or connection to employment through the end of the fiscal year during which the termination without Cause occurred, based on the portion of the fiscal year that Change of Control or within six (6) months has elapsed prior to such termination, and paid in accordance with the terms of this Agreement (provided, that such payment shall not be made prior to the sixtieth (60th) day following the Executive’s date of termination); (iv) receive the following post-termination payments and benefits: A) for a Change period ending on a date two (2) years from the date of Control termination without Cause, in accordance with the regular payroll policies of the Company in effect from time to time, their Base Salary as established under and paid in relation accordance with the terms of this Agreement and (B) bonus compensation equal to fifty percent (50%) of the average of the actual annual bonuses (or connection target bonus, if the Executive has not yet received an actual bonus) paid or payable to the Executive under the Bonus Plan during the past two (2) completed fiscal years paid in accordance with the terms of this Agreement (provided, that Change such payment shall not be made prior to the sixtieth (60th) day following the Executive’s date of Control or within twelve termination);(v) receive reimbursement for financial counseling services under Section 6(b) hereof for a period of two (122) months years from the date of termination, paid in accordance with the terms of this Agreement (provided, that no such payment shall be made prior to the sixtieth (60th) day following the Executive’s date of termination); and (vi) participate for a Change period ending on a date two (2) years from the date of Control – such terminations are covered by Section M). The Company may terminate your employment termination without Cause at any time upon providing you a severance payment in the amount equal to twelve (12) months plus one (1) additional month for every one (1) year of consecutive service with the Company or Parent, up to a maximum of eighteen (18) months (the “Payment Without Cause Continuation Period”), to the extent permitted by applicable law and regulations and the applicable benefit plan, program or arrangement, in any and all qualified and non-qualified pension and qualified retirement savings, healthcare, life insurance and accidental death and dismemberment insurance benefit plans, programs or arrangements, on terms identical to those applicable to full-term senior officers of the Company. Because continued participation in any qualified pension and qualified retirement savings plans of the Company is not permitted during the Without Cause Continuation Period, the Company shall provide to the Executive, subject to Appendix A this Section, a lump sum cash payment, to be paid within 60 days after the end of the Without Cause Continuation Period, equal to the Pension Replacement Payment ( (provided, that such payments shall not commence prior to the sixtieth (60th) day following the Executive’s date of termination). Notwithstanding the above, any amounts payable under this Section that are separation pay as described under ▇▇▇▇▇. Reg. §1.409A-1(b)(9)(iii)(A) shall be paid no later than December 31 of the second calendar year following the year in which the Executive’s termination pursuant to this Section occurs; any amounts payable under this Section that are not otherwise exempt from Code section 409A are subject to, and payable in accordance with, Section 7(j) of this Agreement. Except as otherwise provided in this Section, the conditions precedent thereinCompany will have no further obligations under Sections 3, 4 and 6 hereof or otherwise. In addition to the severance payment above, in the event of a termination without Cause, the Company will provide you with the following, and, as above, subject to Appendix A and the conditions precedent therein:
(i) the Company will pay on your behalf or otherwise reimburse you for the cost of the monthly premiums for you and your eligible dependents to continue your health care benefits pursuant under COBRA, as amended up to the earlier of (I) the end of the Payment Period, or (II) the date you commence full-time employment;
(ii) the Company will pay you an Average Bonus pro-rated for the period of the partial bonus year you actually worked immediately prior to the termination of your employment, less statutory and other applicable deductions as required. For example, if your last day of work is March 31, you will receive three (3) months of your Average Bonus. If a bonus has not yet been determined for the preceding completed calendar year, the Compensation Committee will first make that determination in the ordinary course using relevant criteria in a manner consistent with prior practice and make its recommendation to the Board so that the Average Bonus can then be determined and paid in accordance with this provision. For clarity, it is expressly agreed that you will Executive shall not be entitled required to any bonus whatsoever for any period of time after your last actual day at work, including during the Payment Period;
(iii) the Company will pay an amount equal to the contributions to your retirement savings plan it would have paid on your behalf for the Payment Periodmitigate damages hereunder.
(iv) notwithstanding any provision in the Plan to the contrary, all options and any other deferred compensation granted to you will continue to vest for a period of three (3) months after the date your employment terminates and all vested stock options and other deferred compensation will be exercisable until the earlier of the original expiry day of the stock options and deferred compensation and the date that is six (6) months after the date your employment terminates. Any payments, severance, or other benefits hereunder will be subject to applicable withholdings and deductions. You will not be entitled to receive any further pay or compensation except (i) as expressly set out in this Agreement, and (ii) the pay, if any, accrued and owing under this Agreement up to the date of termination of your employment. On termination of your employment, regardless of the reason for such termination, you shall immediately (and with contemporaneous effect) resign any directorships, offices or other positions that you may hold, if any, in the Company, Parent or any affiliate, unless otherwise agreed in writing by the Company and Parent.
Appears in 2 contracts
Sources: Employment Agreement (Estee Lauder Companies Inc), Employment Agreement (Estee Lauder Companies Inc)
Termination Without Cause. In the event that the Executive’s employment hereunder is terminated by the Company without Cause and Sections 8(A) (This death), (B) (disability) and (F) (change in control) do not apply, and provided Executive executes a full release satisfactory to the Company, then the Executive shall be entitled to:
(1) Base Salary for a two-year period ending on the second anniversary of the Termination Date, payable as provided in Section P does not apply to 4;
(2) a termination without cause that occurs within three Pro-Rata annual incentive award for the fiscal year in which the Termination Date occurs, based on the Executive’s annual bonus opportunity for such fiscal year (excluding any overachievement bonus opportunity), payable in a lump sum promptly following the Termination Date, regardless of the Executive’s and Company’s performance during such fiscal year;
(3) months prior to a Change of Control and in relation or connection to that Change of Control or within six (6) months prior to a Change of Control and in relation or connection to that Change of Control or within twelve (12) months of a Change of Control – such terminations are covered by Section M). The Company may terminate your employment without Cause at any time upon providing you a severance payment in the amount equal to twelve (12) months plus one (1) additional month for every one (1) year of consecutive service with the Company or Parent, up to a maximum of eighteen (18) months (the “Payment Period”), and subject to Appendix A and the conditions precedent therein. In addition to the severance payment above, in the event of a termination without Cause, the Company will provide you with the following, and, as above, subject to Appendix A and the conditions precedent therein:
(i) the Company will pay on your behalf or otherwise reimburse you for the cost of the monthly premiums for you and your eligible dependents to continue your health care benefits pursuant under COBRA, as amended up to the earlier of (I) the end of the Payment Period, or (II) the date you commence full-time employment;
(ii) the Company will pay you an Average Bonus pro-rated for the period of the partial bonus year you actually worked immediately prior to the termination of your employment, less statutory and other applicable deductions as required. For example, if your last day of work is March 31, you will receive three (3) months of your Average Bonus. If a bonus has not yet been determined for the preceding completed calendar year, the Compensation Committee will first make that determination in the ordinary course using relevant criteria in a manner consistent with prior practice and make its recommendation to the Board so that the Average Bonus can then be determined and paid in accordance with this provision. For clarity, it is expressly agreed that you will not be entitled to any bonus whatsoever for any period of time after your last actual day at work, including during the Payment Period;
(iii) the Company will pay an amount equal to twice the contributions to your retirement savings plan it would have paid on your behalf Executive’s annual bonus opportunity for the Payment Period.year of termination (excluding any overachievement bonus opportunity), payable in equal installments over the two-year period ending on the second anniversary of the Termination Date;
(iv4) notwithstanding the continued right to exercise any provision in vested and exercisable stock option for a minimum period of 12 months from the Plan to Termination Date (provided, however, that no options can be exercised after their expiration date). During the contrary12-month period following the Termination Date, all unvested stock options and any other deferred compensation granted to you will continue to vest for a period of three (3) months after as if the date your employment terminates and all vested Executive were still employed with the Company. All stock options and other deferred compensation which are not vested or exercised as of 12 months following the Termination Date will be exercisable until the earlier forfeited. In addition, all restricted stock which has not been distributed as of the original expiry day Termination Date will be forfeited;
(5) continued participation, through the second anniversary of the stock options Termination Date, in all medical, dental, vision, hospitalization, disability and life insurance coverages and in all other employee welfare benefit plans, programs and arrangements in which he/she or his/her family members were participating on such date, on terms and conditions that are no less favorable to him/her than those that applied on such date and with COBRA benefits commencing thereafter; provided that the Company’s obligation under this Section 8(D)(5) shall be reduced to the extent that equivalent coverages and benefits (determined on a coverage-by-coverage and benefit-by-benefit basis) are provided under the plans, programs or arrangements of a subsequent employer;
(6) immediate vesting in the Company’s Retirement Savings Plan (or any successor 401(k) plan), pension plan, supplemental retirement plan, and deferred compensation and the date that is six plans; and
(6) months after the date your employment terminates. Any payments, severance, or other benefits hereunder will be subject to applicable withholdings and deductions. You will not be entitled to receive any further pay or compensation except (i) as expressly set out in this Agreement, and (ii7) the pay, if any, accrued and owing under this Agreement up to the date of termination of your employment. On termination of your employment, regardless of the reason for such termination, you shall immediately (and with contemporaneous effect) resign any directorships, offices or other positions that you may hold, if any, benefits described in the Company, Parent or any affiliate, unless otherwise agreed in writing by the Company and ParentSection 8(H)(1).
Appears in 2 contracts
Sources: Senior Executive Employment Agreement (Ikon Office Solutions Inc), Senior Executive Employment Agreement (Ikon Office Solutions Inc)
Termination Without Cause. (This Subject to the provisions of Section P does not apply to a termination without cause that occurs within three (3) months 4(c), if, prior to a Change the expiration of Control and in relation or connection to that Change of Control or within six (6) months prior to a Change of Control and in relation or connection to that Change of Control or within twelve (12) months of a Change of Control – such terminations are covered by Section M). The Company may terminate your employment without Cause at any time upon providing you a severance payment in the amount equal to twelve (12) months plus one (1) additional month for every one (1) year of consecutive service with Employment Term, the Company or Parent, up to a maximum of eighteen (18) months (terminates the “Payment Period”), and subject to Appendix A and the conditions precedent therein. In addition to the severance payment above, in the event of a termination Employee’s employment without Cause, the Company will provide you with the following, and, as aboveshall, subject to Appendix A the Employee’s execution of a general release of claims against the Company in a form substantially similar to the form attached hereto as Exhibit A, provide the Employee with Severance Benefits and Continued Health Benefits. “Severance Benefits” means an amount equal to one and one half (1.5) times the conditions precedent therein:
sum of (i) Base Salary (at the Company will pay rate in effect on your behalf or otherwise reimburse you for the cost date the Employee’s employment is terminated) plus (ii) Bonus (defined as the greater of (1) the average bonus amount paid to the Employee over the three fiscal years immediately preceding the year of termination and (2) 50% of Base Salary at the rate in effect on the date the Employee’s employment is terminated), paid over the eighteen (18)‑month period immediately following Employee’s termination of employment without Cause (such period being referred to hereunder as the “Severance Period”), at such intervals as the Employee would have received payments of Base Salary if he had remained in the active service of the monthly premiums for you Company. The Company shall also provide the Employee and your his eligible dependents with group medical and life insurance after termination of the Employee’s employment without Cause (to continue your health care benefits pursuant under COBRAthe extent such eligible dependents were participating in the Company’s group medical and life insurance programs prior to the Employee’s termination of employment) or, in the event such participation is not permitted, a cash payment equal to the value of the benefit excluded, payable in equal monthly installments beginning 60 days following the Employee’s Separation from Service (as amended up to defined in Section 4(f) hereof) (the “Continued Health Benefits”) until the earlier of (Ix) the end of the Payment Period, Severance Period or (IIy) the date you commence full-time employment;
(ii) Employee obtaining other employment and becoming eligible to participate in the medical and life insurance plans of his new employer. Any general release of claims against the Company will pay you an Average Bonus pro-rated for the period of the partial bonus year you actually worked immediately prior required pursuant to the termination of your employment, less statutory this Section 4(b) shall be executed and other applicable deductions as required. For example, if your last day of work is March 31, you will receive three become irrevocable within sixty (360) months of your Average Bonus. If a bonus has not yet been determined for the preceding completed calendar year, the Compensation Committee will first make that determination in the ordinary course using relevant criteria in a manner consistent with prior practice and make its recommendation to the Board so that the Average Bonus can then be determined and paid in accordance with this provision. For clarity, it is expressly agreed that you will not be entitled to any bonus whatsoever for any period of time after your last actual day at work, including during the Payment Period;
(iii) the Company will pay an amount equal to the contributions to your retirement savings plan it would have paid on your behalf for the Payment Period.
(iv) notwithstanding any provision in the Plan to the contrary, all options and any other deferred compensation granted to you will continue to vest for a period of three (3) months after the date your employment terminates and all vested stock options and other deferred compensation will be exercisable until the earlier of the original expiry day of the stock options and deferred compensation and the date that is six (6) months after the date your employment terminates. Any payments, severance, or other benefits hereunder will be subject to applicable withholdings and deductions. You will not be entitled to receive any further pay or compensation except (i) as expressly set out in this Agreement, and (ii) the pay, if any, accrued and owing under this Agreement up to days following the date of the Employee’s termination of your employment. On termination of your employment, regardless of the reason for such termination, you shall immediately (and with contemporaneous effect) resign any directorships, offices or other positions that you may hold, if any, in the Company, Parent or any affiliate, unless otherwise agreed in writing by the Company and Parent.
Appears in 2 contracts
Sources: Employment Agreement (Dycom Industries Inc), Employment Agreement (Dycom Industries Inc)
Termination Without Cause. (This Section P does not apply to a termination Employer may terminate this Agreement without cause that occurs within three (3) months prior to a Change of Control and in relation or connection to that Change of Control or within six (6) months prior to a Change of Control and in relation or connection to that Change of Control or within twelve (12) months of a Change of Control – such terminations are covered by Section M). The Company may terminate your employment without Cause at any time. “Without cause” termination shall include, but not be limited to: (i) Employer’s notice to Employee of its intent not to renew this Agreement in accordance with the provisions of Section 1 hereof; (ii) Employer’s notice to Employee that his or her position will be relocated to an office which is greater than 35 miles from Employee’s prior office location; and (iii) Employer’s reduction of Employee’s base salary to less than the base salary identified in Section 4(a) of this Agreement. If Employer terminates this Agreement without cause, Employer shall continue to pay Employee the compensation provided for in Section 4(a) of this Agreement for a period of time upon providing you a severance payment in the amount equal to twelve months. Such pay continuation is contingent upon Employee executing Employer’s standard severance agreement, which incorporates a general release, at the time of termination. In addition, Employee will receive (12i) months plus one any earned but unpaid Base Salary and accrued Paid Time Off through the date of Employee’s termination; (1ii) additional month for every one reimbursement of expenses incurred by Employee through the date of termination which are reimbursable pursuant to this Agreement; and (1iii) year the Employee’s vested portion of consecutive service any Magellan Health Services retirement, deferred compensation or other benefit plan, including but not limited to, any stock option or restricted stock grant plans, in accordance with the Company or Parent, up to a maximum terms of eighteen (18) months (the “Payment Period”those plans. If Employee participates in any bonus plan(s), and subject including but not limited to, any long term bonus plan(s), Employer may pay Employee, on a pro-rata basis, the amount of such plan(s) as Employee would have earned if Employee had been employed for the full calendar year. The pro-ration will be determined by the fraction of the number of months in the calendar year in which the Employee worked (rounded to Appendix A and the conditions precedent thereinnearest whole month) divided by 12 months. In addition determining whether a pro-rata bonus shall be paid to the severance payment above, in the event of a termination without CauseEmployee, the Company will provide you with the following, and, as above, subject Employer may consider factors that include but are not limited to Appendix A and the conditions precedent therein:
(i) the Company will pay on your behalf or otherwise reimburse you for the cost Employee’s target bonus (percentage of the monthly premiums for you and your eligible dependents to continue your health care benefits pursuant under COBRAbase salary), as amended up to the earlier of (I) the end of the Payment Period, or (II) the date you commence full-time employment;
(ii) the Company will pay you an Average Bonus pro-rated for the period of the partial bonus year you actually worked immediately prior to the termination of your employment, less statutory Company’s financial performance and other applicable deductions as required. For example, if your last day of work is March 31, you will receive three (3) months of your Average Bonus. If a bonus has not yet been determined for the preceding completed calendar year, the Compensation Committee will first make that determination in the ordinary course using relevant criteria in a manner consistent with prior practice and make its recommendation to the Board so that the Average Bonus can then be determined and paid in accordance with this provision. For clarity, it is expressly agreed that you will not be entitled to any bonus whatsoever for any period of time after your last actual day at work, including during the Payment Period;
(iii) the Company will pay an amount equal to Employee’s achievement of his or her specific performance objectives. At the contributions to your retirement savings plan it would have paid on your behalf for time of termination, Employer shall determine the Payment Period.
(iv) notwithstanding any provision in the Plan to the contrary, all options and any other deferred compensation granted to you will continue to vest for a period of three (3) months after the date your employment terminates and all vested stock options and other deferred compensation will be exercisable until the earlier of the original expiry day of the stock options and deferred compensation and the date that is six (6) months after the date your employment terminates. Any payments, severance, or other benefits hereunder will be subject to applicable withholdings and deductions. You will not be entitled to receive any further pay or compensation except (i) as expressly set out in this Agreement, and (ii) the payEmployee’s bonus amount, if any. Notwithstanding the foregoing, accrued and owing under this Agreement up to any payout of such bonus amount shall be contingent upon the date Company satisfying the financial targets established by the Company’s Board of termination Directors. Payment of your employment. On termination of your employment, regardless any bonus shall be made at the time of the reason annual bonus payout for such terminationall employees. COBRA coverage may be elected to continue health, you shall immediately (dental, and with contemporaneous effect) resign any directorshipsvision insurance during the Severance Period and beyond. If COBRA coverage is elected, offices or other positions that you may hold, if any, in Employee will pay only the Company, Parent or any affiliate, unless otherwise agreed in writing by employee contribution rate for the Company health insurance portion of the COBRA coverage during the Severance Period. Dental and Parentvision coverage under COBRA will be billed at the full COBRA rate.
Appears in 2 contracts
Sources: Employment Agreement (Magellan Health Services Inc), Employment Agreement (Magellan Health Services Inc)
Termination Without Cause. In the event that Executive’s employment is terminated Without Cause during the Employment Period, the Bank shall: (This i) pay Executive his Earned Salary (as defined above); (ii) pay Executive his Prorated Incentive Compensation (as defined above); (iii) make, for the benefit of Executive, the Accrued Plan Contribution (as defined above); (iv) subject to Section P does not apply 6(j), provide Executive (or upon his death, his surviving spouse and minor children, if any) with coverage under the Core Plans (or if applicable, a Contingent Insurance Stipend) for a period of thirty-six (36) months from the effective date of the termination of Executive’s Employment (in each case subject to a termination without cause Executive’s payment of the costs and contributions that occurs within such plans provide are the responsibility of the insured employee and the availability of such continued coverage through the Bank’s then-current insurance carrier); and (v) pay Executive an amount equal to three (3) months prior to a Change of Control and in relation or connection to that Change of Control or within six (6) months prior to a Change of Control and in relation or connection to that Change of Control or within twelve (12) months of a Change of Control – such terminations are covered by Section M)times Executive’s Average Annual Compensation. The Company may terminate your employment without Cause at any time upon providing you a severance payment in term “Average Annual Compensation” shall mean the amount equal to twelve (12) months plus one (1) additional month for every one (1) year average of consecutive service with Executive’s annual Compensation based on the Company or Parent, up to a maximum of eighteen (18) months (the “Payment Period”), and subject to Appendix A and the conditions precedent therein. In addition to the severance payment above, in the event of a termination without Cause, the Company will provide you with the following, and, as above, subject to Appendix A and the conditions precedent therein:
(i) the Company will pay on your behalf or otherwise reimburse you for the cost of the monthly premiums for you and your eligible dependents to continue your health care benefits pursuant under COBRA, as amended up to the earlier of (I) the end of the Payment Period, or (II) the date you commence full-time employment;
(ii) the Company will pay you an Average Bonus pro-rated for the period of the partial bonus year you actually worked immediately prior to the termination of your employment, less statutory and other applicable deductions as required. For example, if your last day of work is March 31, you will receive most recent three (3) months of your Average Bonus. If a bonus has not yet been determined taxable years, or if Executive was employed by the Bank for the preceding completed calendar year, the Compensation Committee will first make that determination in the ordinary course using relevant criteria in a manner consistent with prior practice and make its recommendation to the Board so that the Average Bonus can then be determined and paid in accordance with this provision. For clarity, it is expressly agreed that you will not be entitled to any bonus whatsoever for any period of time after your last actual day at work, including during the Payment Period;
(iii) the Company will pay an amount equal to the contributions to your retirement savings plan it would have paid on your behalf for the Payment Period.
(iv) notwithstanding any provision in the Plan to the contrary, all options and any other deferred compensation granted to you will continue to vest for a period of less than three (3) months after full taxable years, based on such lesser number of taxable years or portions thereof as Executive was employed by the date your employment terminates and Bank. The term “Compensation” shall mean, for the purposes of the foregoing definition as it relates to any tax year, all vested stock options Base Salary, incentive compensation, bonuses, special allowances, other compensation, club dues and other deferred compensation will be exercisable until benefits paid by the earlier Bank to Executive in such taxable year pursuant to Section 3(a) through (k) hereof, any director or committee fees paid by the Bank to Executive during such tax year, and any other taxable income paid by the Bank to Executive during such tax year. Except as provided in Section 3(j) (but only with respect to the assumption and continuation of the original expiry day Life Insurance Policy) and this Section 6(c), the Bank shall have no obligation to provide Executive with any other compensation or benefits pursuant Section 3(a) through (k) or Section 6 of this Agreement following a termination of Executive’s employment Without Cause. Except as provided in Section 6(g) hereof, the stock options and deferred compensation and the date that is six (6) months after the date your employment terminates. Any payments, severance, or other benefits hereunder will be subject to applicable withholdings and deductions. You will not be entitled to receive any further pay or compensation except (i) as expressly set out in this Agreement, and amounts payable under Sections (ii) and (v) hereof shall be paid in equal installments over the pay, if any, accrued and owing under this Agreement up to period beginning on the Bank’s first regular payroll date after the effective date of termination of your employmentand continuing thereafter on each regular payroll date for thirty-six (36) months. On termination of your employmentUpon Executive’s death, regardless of the reason for such terminationany payments due under this Section 6(c) shall be paid, you shall immediately (and with contemporaneous effect) resign any directorshipsas applicable, offices to Executive’s estate, trust or other positions that you may hold, if any, in the Company, Parent or any affiliate, unless as otherwise agreed in writing required by the Company and Parentlaw.
Appears in 2 contracts
Sources: Employment Agreement (BankFinancial CORP), Employment Agreement (BankFinancial CORP)
Termination Without Cause. At any time the Company shall have the right to terminate the Term of Employment by written notice to the Executive. Upon any termination pursuant to this Section 5.4 (This Section P does that is not apply to a termination without cause that occurs within three under any of Sections 5.1, 5.2, 5.3, 5.5 or 5.6), the Company shall (3i) months prior pay to the Executive any unpaid Base Salary through the effective date of termination specified in such notice, (ii) continue to pay the Executive's Base Salary for a Change period (the "Continuation Period") of Control and in relation or connection to that Change of Control or within six (6) months prior from the effective date of termination hereunder, provided, however, Executive shall have been employed by Company for a period of at least one hundred eighty (180) days to a Change of Control and in relation or connection be eligible for such payment, (iii) continue to that Change of Control or within twelve (12) months of a Change of Control – such terminations are covered by Section M). The Company may terminate your employment without Cause at any time upon providing you a severance payment in provide the amount equal to twelve (12) months plus one (1) additional month for every one (1) year of consecutive service Executive with the Company or Parent, up to a maximum of eighteen (18) months benefits he/she was receiving under Sections 4.2 and 4.4 hereof (the “Payment Period”), and subject to Appendix A and the conditions precedent therein. In addition to the severance payment above, in the event of a termination without Cause, the Company will provide you with the following, and, as above, subject to Appendix A and the conditions precedent therein:
(i"Benefits") the Company will pay on your behalf or otherwise reimburse you for the cost of the monthly premiums for you and your eligible dependents to continue your health care benefits pursuant under COBRA, as amended up to the earlier of (I) through the end of the Payment Period, Continuation Period in the manner and at such times as the Incentive Compensation or (II) the date you commence full-time employment;
(ii) the Company will pay you an Average Bonus pro-rated for the period of the partial bonus year you actually worked immediately prior Benefits otherwise would have been payable or provided to the termination of your employmentExecutive, less statutory and other applicable deductions as required. For exampleprovided, if your last day of work is March 31however, you will receive three (3) months of your Average Bonus. If a bonus has not yet Executive shall have been determined for the preceding completed calendar year, the Compensation Committee will first make that determination in the ordinary course using relevant criteria in a manner consistent with prior practice and make its recommendation to the Board so that the Average Bonus can then be determined and paid in accordance with this provision. For clarity, it is expressly agreed that you will not be entitled to any bonus whatsoever for any period of time after your last actual day at work, including during the Payment Period;
(iii) the employed by Company will pay an amount equal to the contributions to your retirement savings plan it would have paid on your behalf for the Payment Period.
(iv) notwithstanding any provision in the Plan to the contrary, all options and any other deferred compensation granted to you will continue to vest for a period of three at least one hundred eighty (3180) months after the date your employment terminates and all vested stock options and other deferred compensation will days to be exercisable until the earlier eligible for such Benefits or payment of the original expiry day cash value of such Benefits, as set forth below. In the event that the Company is unable to provide the Executive with any Benefits required hereunder by reason of the stock options and deferred compensation and termination of the date Executive's employment pursuant to this Section 5.4, then the Company shall pay the Executive cash equal to the value of the Benefit that is six (6) months after otherwise would have accrued for the date your employment terminates. Any paymentsExecutive's benefit under the plan, severance, or other benefits hereunder will be subject to applicable withholdings and deductions. You will for the period during which such Benefits could not be entitled provided under the plans. The Company's good faith determination of the amount that would have been contributed or the value of any Benefits that would have accrued under any plan shall be binding and conclusive on the Executive. For this purpose, the Company may use as the value of any Benefit the cost to receive any further pay or compensation except (i) as expressly set out in this Agreementthe Company of providing that Benefit to the Executive. Further, and (ii) the payvesting of the Executive's Stock Options, if any, accrued and owing under this Agreement up shall be subject to the terms of the Stock Option Plan. The Company shall have no further liability hereunder (other than for (x) reimbursement for reasonable business expenses incurred prior to the date of termination of your employment. On termination of your employment, regardless of the reason for such termination, you shall immediately subject, however, to the provisions of Section 4.1, and (and y) payment of compensation for unused vacation days accumulated in accordance with contemporaneous effect) resign any directorships, offices or other positions that you may hold, if any, in the Company, Parent or any affiliate, unless otherwise agreed in writing by the Company and Parent's then general policy).
Appears in 2 contracts
Sources: Employment Agreement (Terremark Worldwide Inc), Employment Agreement (Terremark Worldwide Inc)
Termination Without Cause. (This Section P does not apply to a termination without cause that occurs within three (3) months prior to a Change The employment of Control and in relation or connection to that Change of Control or within six (6) months prior to a Change of Control and in relation or connection to that Change of Control or within twelve (12) months of a Change of Control – such terminations are covered by Section M). The Company the Employee may terminate your employment be terminated without Cause at any time upon providing you by the vote of a severance payment in majority of the amount equal to twelve (12) months plus one (1) additional month for every one (1) year of consecutive service with the Company or Parent, up to a maximum of eighteen (18) months (the “Payment Period”), and subject to Appendix A and the conditions precedent therein. In addition Board on delivery to the severance payment above, in the event Employee of a termination without Causewritten Notice of Termination (as defined in SECTION 13(A)). On the Date of Termination (as defined in SECTION 13(B)) pursuant to this SECTION 11(B), the Company will provide you with shall pay to the followingEmployee in a lump sum in lieu of payments under SECTIONS 4(A), and, as above, subject to Appendix A and the conditions precedent therein:
(i4(B) the Company will pay on your behalf or otherwise reimburse you AND 5 for the cost remainder of the monthly premiums for you and your eligible dependents to continue your health care benefits pursuant under COBRA, as amended up to the earlier of (I) the end of the Payment Period, or (II) the date you commence full-time employment;
(ii) the Company will pay you an Average Bonus pro-rated for the period of the partial bonus year you actually worked immediately prior to the termination of your employment, less statutory and other applicable deductions as required. For example, if your last day of work is March 31, you will receive three (3) months of your Average Bonus. If a bonus has not yet been determined for the preceding completed calendar year, the Compensation Committee will first make that determination in the ordinary course using relevant criteria in a manner consistent with prior practice and make its recommendation to the Board so that the Average Bonus can then be determined and paid in accordance with this provision. For clarity, it is expressly agreed that you will not be entitled to any bonus whatsoever for any period of time after your last actual day at work, including during the Payment Period;
(iii) the Company will pay Term an amount equal to the contributions sum of (i) all Base Salary payable under SECTION 4(A) through the termination date, (ii) a pro-rated portion of the maximum Bonus available to your retirement savings plan it would have paid on your behalf the Employee under SECTION 4(B) for the Payment Period.
year in which the termination occurs, (iii) an amount equal to three times the Employee's Total Compensation for the twelve months preceding the termination date, and (iv) notwithstanding any provision One Million Five Hundred Thousand Dollars ($1,500,000.00). In addition, provided that Employee has complied with the provisions of SECTION 16 hereof, on each of the first and second anniversaries of the Date of Termination of the Employee's employment, the Company shall pay the Employee in a lump sum One Million Two Hundred Fifty Thousand Dollars ($1,250,000.00). For purposes of this SECTION 11(B), the Plan Employee's Total Compensation shall equal the sum of the Base Salary, maximum Bonus of 100% of such Base Salary (whether or not the entire amount was actually earned or paid to the contraryEmployee), fair value of vehicle allowance and other benefits and expense reimbursements described in SECTIONS 4(D) and 5, and any director's fees paid to the Employee by the Company. In addition, on termination of the Employee under this SECTION 11(B), all options and any other deferred compensation granted to you will continue to vest for a period of three (3) months after the date your employment terminates and all vested stock options Employee's unvested Options and other deferred compensation will be exercisable until the earlier options, warrants and rights relating to capital stock of the original expiry day Company shall immediately vest and become exercisable. The term of any such options (including the Options), warrants and rights shall be extended to the fifth anniversary of the Employee's termination. The Employee acknowledges that extending the term of any incentive stock options and deferred compensation and the date that is six (6) months after the date your employment terminates. Any payments, severanceoption pursuant to this SECTION 11(B), or other benefits hereunder will be subject SECTION 11(C), 11(D) OR 12(A), could cause such option to applicable withholdings and deductions. You will not be entitled to receive any further pay or compensation except lose its tax-qualified status under the Internal Revenue Code of 1986, as amended (i) as expressly set out in this Agreementthe "Code"), and (ii) the pay, if any, accrued and owing under this Agreement up to the date of termination of your employment. On termination of your employment, regardless of the reason for such termination, you shall immediately (and with contemporaneous effect) resign any directorships, offices or other positions agrees that you may hold, if any, in the Company, Parent or any affiliate, unless otherwise agreed in writing by the Company and Parentshall have no obligation to compensate the Employee for any additional taxes he incurs as a result.
Appears in 2 contracts
Sources: Employment Agreement (General Devices Inc), Employment Agreement (General Devices Inc)
Termination Without Cause. (This Section P does not apply to a termination without cause that occurs within three (3) months prior to a Change of Control and in relation or connection to that Change of Control or within six (6) months prior to a Change of Control and in relation or connection to that Change of Control or within twelve (12) months of a Change of Control – such terminations are covered by Section M). The Company may may, with or without reason, terminate your the Period of Employment and Executive’s employment hereunder without Cause at any time upon time, by providing you a severance payment in the amount equal to twelve (12) months plus one (1) additional month for every one (1) year Executive written notice of consecutive service with the Company or Parent, up to a maximum of eighteen (18) months (the “Payment Period”), and subject to Appendix A and the conditions precedent thereinsuch termination. In addition to the severance payment above, in the event of the termination of the Period of Employment and Executive’s employment hereunder due to a termination without Cause, by the Company will provide you with the followingwithout Cause (other than due to Executive’s death or Permanent Disability), and, as above, subject then Executive shall be entitled to Appendix A and the conditions precedent thereinreceive:
(i) a lump sum cash payment, payable within sixty (60) days after termination of Executive’s employment equal to the Company will pay on your behalf or otherwise reimburse you for the cost sum of (A) any accrued but unpaid Base Salary as of the monthly premiums for you and your eligible dependents to continue your health care benefits pursuant under COBRAdate of Executive’s termination of employment hereunder (including any accrued but unpaid personal time off), as amended up to the earlier of (IB) the end of the Payment Period, or (II) the date you commence full-time employment;
(ii) the Company will pay you an Average Bonus pro-rated for the period of the partial bonus year you actually worked immediately prior to the termination of your employment, less statutory and other applicable deductions as required. For exampleEarned/Unpaid Annual Bonus, if your last day of work is March 31, you will receive three any; and (3C) months of your Average Bonus. If a bonus has not yet been determined for the preceding completed calendar year, the Compensation Committee will first make that determination in the ordinary course using relevant criteria in a manner consistent with prior practice and make its recommendation to the Board so that the Average Bonus can then be determined and paid in accordance with this provision. For clarity, it is expressly agreed that you will not be entitled to any bonus whatsoever for any period of time after your last actual day at work, including during the Payment Period;
(iii) the Company will pay an amount equal to the contributions to your retirement savings plan it product of the Executive’s then current Base Salary and then current target annual incentive bonus times three.
(ii) A pro-rated portion of the annual incentive compensation, if any, that Executive would have paid on your behalf received pursuant to Section 4(b) in respect of the fiscal year in which termination of Executive’s employment occurs as though Executive’s employment had not been terminated, with such pro-ration based upon the percentage of such fiscal year that shall have elapsed through the date of the termination of Executive’s employment, payable when such annual incentive would otherwise have been payable had Executive’s employment not terminated.
(iii) any remaining unvested stock options or restricted stock shall thereupon automatically be deemed vested and remain exercisable for the Payment Period.duration of the term of such award, notwithstanding any other provision of this Agreement or applicable plans (but subject to the Company’s ability to terminate the awards in a change in control or similar circumstances pursuant to the applicable plan and award agreements); and
(iv) notwithstanding any provision continued participation in the Plan Company’s group health insurance plans, if currently offered, or a lump sum payment to the contrary, all options and any other deferred compensation granted to you will continue to vest for procure substantially similar health care coverage on a period of three (3) months after the date your employment terminates and all vested stock options and other deferred compensation will be exercisable public or private exchange until the earlier of (A) the original expiry day expiration of the two (2) years from the effective date of termination or (B) Executive’s eligibility for financial support in a group health plan of a subsequent employer or entity for which Executive provides consulting services; provided, however, that the amount otherwise payable to Executive pursuant to Section 7(b)(i)(C) shall be reduced by the amount of any cash severance or termination benefits paid to Executive under any other severance plan, severance program or severance arrangement of the Company and its affiliates (but not reduced by any other payment to Executive whatsoever, including (without limitation) any payment by the Company or any affiliate of the Company in consideration of stock options and deferred or any other property). Notwithstanding any other provision of this Agreement, following such termination of Executive’s employment due to termination by the Company without Cause, except as set forth in this Section 7(b), Executive shall have no further rights to any compensation and the date that is six (6) months after the date your employment terminates. Any payments, severance, or other benefits hereunder will be subject to applicable withholdings and deductions. You will not be entitled to receive any further pay or compensation except (i) as expressly set out in under this Agreement, and (ii) the pay, if any, accrued and owing under this Agreement up . As a condition precedent to any Company obligation to the date of termination of your employment. On termination of your employmentExecutive pursuant to this Section 7(b), regardless of the reason for such terminationExecutive shall, you shall immediately upon or promptly (and with contemporaneous effect) resign any directorships, offices or other positions that you may hold, if anyin all events within twenty one days unless a forty-five day period is required under applicable law, in which case the period shall be forty-five days) following his last day of employment with the Company, Parent provide the Company with a valid, executed, written release of claims (in the form attached hereto as Exhibit A or any affiliate, unless otherwise agreed in writing such other form as modified by the Company for executive officers) and Parentsuch release shall have not been revoked by the Executive pursuant to any revocation rights afforded by applicable law. The Company shall have no obligation to make any payment to the Executive pursuant to Section 7(b) unless and until the release contemplated by this Section 7(b) becomes irrevocable by the Executive in accordance with all applicable laws, rules and regulations. If the maximum period of time in which Executive has to consider and revoke such release spans two different calendar years, payment of the applicable benefits shall (to the extent required in order to avoid any tax, penalty or interest under Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”) be made in the second of those two years.
Appears in 1 contract
Termination Without Cause. (This Subject to Section P does not apply to a termination without cause that occurs within three (3) months prior to a Change of Control and in relation or connection to that Change of Control or within six (6) months prior to a Change of Control and in relation or connection to that Change of Control or within twelve (12) months of a Change of Control – such terminations are covered by Section M). The Company may terminate your 11, if the Employer shall Terminate Executive’s employment without Cause at any time upon providing you a severance payment in the amount equal to twelve (12) months plus one (1) additional month for every one (1) year of consecutive service with the Company or Parent, up to a maximum of eighteen (18) months (the “Payment Period”), and subject to Appendix A and the conditions precedent therein. In addition to the severance payment above, in the event of a termination without Cause, the Company will provide you with the following, and, as above, subject then in consideration of Executive’s services rendered prior to Appendix A and the conditions precedent therein:such Termination;
(i) the Company will Employer shall pay on your behalf or otherwise reimburse you for to Executive the cost aggregate of the monthly premiums for you and your eligible dependents to continue your health care benefits pursuant under COBRAfollowing amounts:
A. in a lump sum on the 30th day following the Date of Termination, as amended up (1) Executive’s Base Salary through the Date of Termination to the earlier of extent not theretofore paid, and (I2) any accrued vacation, sick leave, paid time off and similar pay, in each case to the end extent not theretofore paid (the sum of the Payment Periodamounts described in clauses (1) and (2) shall be hereinafter referred to as the “Accrued Obligations”); and
B. beginning on the first day of the first calendar month following the Date of Termination and continuing thereafter on the first day of the next ( ) calendar months, or (II) the date you commence full-time employment;an amount equal to Executive’s Base Salary divided by 12; and
(ii) the Company will pay you an Average Bonus pro-rated for the period of the partial bonus year you actually worked immediately prior to the termination extent not theretofore paid or provided and to the extent due in connection upon a Termination of your employment, less statutory the Employer shall timely pay or provide to Executive any other amounts or benefits required to be paid or provided herein or which Executive is eligible to receive under any welfare benefit plan, practice, policy or program provided by the Employer (including, without limitation, medical, hospitalization, prescription, dental, disability, employee group life, accidental death and other applicable deductions as required. For exampledismembership, if your last day of work and travel accident insurance plans and programs (“Welfare Benefit Plans”) in which Executive is March 31, you will receive three (3) months of your Average Bonus. If a bonus has not yet been determined for the preceding completed calendar year, the Compensation Committee will first make that determination in the ordinary course using relevant criteria in a manner consistent with prior practice and make its recommendation to the Board so that the Average Bonus can then be determined and paid in accordance with this provision. For clarity, it is expressly agreed that you will not be entitled to any bonus whatsoever for any period of time after your last actual day at work, including during the Payment Period;participant; and
(iii) the Company will pay an amount equal to the contributions to your retirement savings plan it would have paid on your behalf for the Payment Period.
(iv) notwithstanding any provision in the Plan to the contrary, all options and any other deferred compensation granted to you will continue to vest for a period of three months following the Date of Termination, the Employer shall continue to provide medical, hospitalization, prescription and dental insurance coverages (3“Insurance Coverages”) months after to Executive and/or Executive’s family at least equal to those which would have been provided to them in accordance with the date your employment terminates and all vested stock options and other deferred compensation will be exercisable until the earlier Employer’s Insurance Coverages as of the original expiry day Date of the stock options Termination had Executive’s employment not been terminated; provided, however, that if Executive becomes employed with another employer and deferred compensation and the date that is six (6) months after the date your employment terminates. Any payments, severance, or other benefits hereunder will be subject to applicable withholdings and deductions. You will not be entitled eligible to receive any further pay or compensation except (i) substantially the same benefits under the other employer’s plans as expressly set out in this AgreementExecutive and/or Executive’s family would receive under the Insurance Coverages, and (ii) the pay, if any, accrued and owing Insurance Coverages shall be secondary to those provided under this Agreement up to the date of termination of your employment. On termination of your employment, regardless of the reason for such termination, you shall immediately (and with contemporaneous effect) resign any directorships, offices or other positions that you may hold, if any, in the Company, Parent or any affiliate, unless otherwise agreed in writing by the Company and Parentemployer’s plans.
Appears in 1 contract
Sources: Severance and Non Competition Agreement (Macon Financial Corp.)
Termination Without Cause. (This Section P does not apply to a termination without cause that occurs within three (3) months prior to a Change of Control and in relation or connection to that Change of Control or within six (6) months prior to a Change of Control and in relation or connection to that Change of Control or within twelve (12) months of a Change of Control – such terminations are covered by Section M). The Notwithstanding any other provision contained herein, Company may terminate your this agreement and Employee’s employment hereunder without Cause at any time upon providing you a severance payment and in the amount equal to twelve Company’s sole and absolute discretion by giving Employee fourteen (1214) months plus one (1) additional month for every one (1) year of consecutive service with the Company or Parent, up to a maximum of eighteen (18) months (the “Payment Period”), and subject to Appendix A and the conditions precedent thereindays prior notice thereof. In addition to the severance payment above, in the event of a Upon termination without Cause, the Company will provide you with shall be liable for payment of the followingAccrued Obligations through and including the effective date of termination. In addition, and, as above, subject to Appendix A and the conditions precedent therein:
(A) Company shall pay Employee (i) the Company will pay on your behalf or otherwise reimburse you for the cost of the monthly premiums for you and your eligible dependents to continue your health care benefits pursuant under COBRA, as amended up to the earlier of (I) the end of the Payment Period, or (II) the date you commence full-time employment;
(ii) the Company will pay you an Average Bonus pro-rated for the period of the partial bonus year you actually worked immediately prior to the termination of your employment, less statutory and other applicable deductions as required. For example, if your last day of work is March 31, you will receive three (3) months of your Average Bonus. If a bonus has not yet been determined for the preceding completed calendar year, the Compensation Committee will first make that determination in the ordinary course using relevant criteria in a manner consistent with prior practice and make its recommendation to the Board so that the Average Bonus can then be determined and paid in accordance with this provision. For clarity, it is expressly agreed that you will not be entitled to any bonus whatsoever for any period of time after your last actual day at work, including during the Payment Period;
(iii) the Company will pay an amount lump sum equal to the contributions to your retirement savings plan it would have paid on your behalf for the Payment Period.
(iv) notwithstanding any provision one times Employee’s Base Salary as then in the Plan to the contrary, all options and any other deferred compensation granted to you will continue to vest for a period of three (3) months after the date your employment terminates and all vested stock options and other deferred compensation will be exercisable until the earlier of the original expiry day of the stock options and deferred compensation and the date that is six (6) months after the date your employment terminates. Any payments, severance, or other benefits hereunder will be subject to applicable withholdings and deductions. You will not be entitled to receive any further pay or compensation except (i) as expressly set out in this Agreementeffect, and (ii) an amount equal to one times the pay, if any, accrued and owing under this Agreement up amount of the Annual Bonus (as defined below) actually paid to Employee for the fiscal year immediately prior to the fiscal year in which the effective date of termination occurs, prorated based on the number of your employment. On days actually worked in the fiscal year in which the effective date of termination occurs (calculated as the Annual Bonus that was actually paid to Employee for the fiscal year immediately prior to the fiscal year in which the effective date of your employmenttermination occurs, regardless multiplied by a fraction, the numerator of which is equal to the reason number of days the Employee worked in the fiscal year in which the effective date of termination occurs, and the denominator of which is equal to the total number of days in such year), in each case payable on Company’s first regular pay date that is on or after the 60th day following the effective date of termination; (B) for such the period beginning on the effective date of termination and ending on the date that is 18 months after the effective date of termination, you Company shall immediately (and with contemporaneous effect) resign reimburse Employee for any directorships, offices or other positions premiums that you may hold, if any, Employee pays pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985 and/or sections 601 through 608 of COBRA to continue coverage in the Company’s health insurance program for active employees in which Employee and Employee’s dependents participated immediately prior to the effective date of termination, Parent or including major medical, dental, and vision, but excluding any affiliateself-funded group health plans (each such premium being a “COBRA Premium”); provided, unless otherwise agreed however, that in writing order to receive a COBRA Premium reimbursement, Employee must timely elect COBRA continuation coverage, pay the applicable COBRA Premium and provide Company with evidence satisfactory to Company of Employee’s having paid the COBRA Premium within 30 days of having paid such COBRA Premium; provided further, however, that no COBRA Premium reimbursement shall be payable if such reimbursement could reasonably be expected to subject Company to sanctions imposed pursuant to Section 2716 of the Public Health Service Act and the related regulations and guidance promulgated thereunder (collectively, including any successor statute, the “PHSA”). Each COBRA Premium reimbursement shall be provided to Employee by Company within 30 days of its receipt of such evidence of the COBRA Premium payment; provided, further, however, that Company shall have no obligation to provide Employee the COBRA Premium reimbursement for any period in which Employee is eligible to participate in a group medical plan sponsored by any other employer. Employee agrees and Parentunderstands that the payment of any COBRA Premium will remain Employee’s sole responsibility. Notwithstanding any termination pursuant to this Section 3.2, the provisions of Sections 6, 7, 8, 9, 10, 11, 12, 13 and 14 of this Agreement shall remain in full force and effect. Collectively, the payments made under this Section shall be referred to as the “Without Cause Separation Package.”
Appears in 1 contract
Sources: Employment Agreement (NuZee, Inc.)
Termination Without Cause. Following a Change in Control or Potential Change in Control. In the event that: (This Section P does not apply to i) the Executive's employment hereunder is terminated (A) through a Constructive Termination without Cause or (B) by the Company without Cause and (ii) the termination without cause that of employment occurs within three two years following a Change in Control then the Executive shall be entitled to:
(1) Base Salary through the second anniversary of the Termination Date, payable as provided in Section 4;
(2) a Pro-Rata annual incentive bonus award for the fiscal year in which the Termination Date occurs based on the Executive's annual incentive bonus award opportunity for such fiscal year (excluding any overachievement bonus award opportunity), payable in a lump sum promptly following the Termination Date, regardless of the Executive's and Company's performance during such fiscal year;
(3) an amount equal to twice the Executive's annual bonus opportunity for the year of termination (excluding any overachievement bonus award opportunity) payable in equal installments over the 24-month period for which Base Salary is continued;
(4) the continued right to exercise any outstanding stock option for a period of 3 months prior from the Termination Date (provided, however, that no options may be exercised after their expiration date), all such options to a Change become fully vested and exercisable as of Control and in relation or connection to that Change the Termination Date;
(5) the immediate vesting of Control or within six all shares of restricted stock of the Company as of the Termination Date;
(6) months prior to a Change of Control and in relation or connection to that Change of Control or within twelve (12) months of a Change of Control – such terminations are covered by Section M). The Company may terminate your employment without Cause at any time upon providing you a severance payment in the an amount equal to twelve the Company's contributions to which the Executive would have been entitled under the Company's Retirement Savings Plan (12or any successor thereto) if the Executive had continued working for the Company and the Retirement Savings Plan continued in force during the twenty-four months plus one following the Termination Date (1"Separation Period") additional month for every one (1) year at the highest annual rate of consecutive service Base Salary achieved during the Executive's period of actual employment with the Company or Parent, up to a maximum of eighteen (18) months (the “Payment Period”)Company, and subject making the maximum amount of employee contributions, if any, as are required under such plan;
(7) an amount equal to Appendix A the excess of (i) the present value of the benefits to which the Executive would be entitled under the Company's pension plan and Company's supplemental retirement plan (and any successor thereto) if the Executive had continued working for the Company for a period of 24 months following the Termination Date at the highest annual rate of Base Salary achieved during the Executive's period of actual employment with the Company, and the conditions precedent therein. In addition pension plan continued in force during the Separation Period, over (ii) the present value of the benefits to which the severance payment aboveExecutive is actually entitled under the Company's pension plan and supplemental retirement plan, each computed as of the date of the Executive's Date of Termination, with present values to be determined using the discount rate used by the Pension Benefits Guaranty Corporation to calculate the benefit liabilities under the pension plan in the event of a plan termination without Causeon the Date of Termination, compounded monthly, the Company will provide you with mortality tables prescribed in the followingCompany's Pension Plan for determining actuarial equivalence, and, as above, subject to Appendix A and the reduction factor (if any) for the early commencement of pension payments based on the Executive's age on the last day of the 24th month following the Termination Date;
(8) immediate vesting in the Company's Retirement Savings Plan (or any successor 401(k) plan), pension plan, supplemental retirement plan and deferred compensation plans;
(9) continued participation, through the second anniversary of the Termination Date, in all medical, dental, vision, hospitalization, disability and life insurance coverages and in all other employee welfare benefit plans, programs and arrangements in which he/she or his/her family members were participating on such date, on terms and conditions precedent therein:that are no less favorable to him/her than those that applied on such date and with COBRA benefits commencing thereafter, provided that the Company's obligation under this Section 8(F)(9) shall be reduced to the extent that equivalent coverages and benefits (determined on a coverage-by-coverage and benefit-by-benefit basis) are provided under the plans, programs or arrangements of a subsequent employer; and
(10) the benefits described in Section 8(H)(1). For purposes of this Section 8(F), if preceded by a Potential Change in Control, any of the following events (if such event occurs within two years following such Potential Change in Control) shall be deemed to be a Termination of Executive's Employment without Cause following a Change in Control: (i) the Executive's employment is terminated without Cause and such termination is at the request or direction of or pursuant to negotiations with a Person who has entered into an agreement with the Company the consummation of which will pay on your behalf or otherwise reimburse you for the cost of the monthly premiums for you and your eligible dependents to continue your health care benefits pursuant under COBRA, as amended up to the earlier of (I) the end of the Payment Period, or (II) the date you commence full-time employment;
constitute a Change in Control; (ii) the Company will pay you an Average Bonus pro-rated Executive's employment is terminated through a Constructive Termination Without Cause and the circumstances or events which constitute the basis for Executive's claim of Constructive Termination occur at the period of the partial bonus year you actually worked immediately prior request or direction of, or pursuant to the termination of your employmentnegotiations with, less statutory and other applicable deductions as required. For examplesuch Person, if your last day of work is March 31, you will receive three (3) months of your Average Bonus. If a bonus has not yet been determined for the preceding completed calendar year, the Compensation Committee will first make that determination in the ordinary course using relevant criteria in a manner consistent with prior practice and make its recommendation to the Board so that the Average Bonus can then be determined and paid in accordance with this provision. For clarity, it is expressly agreed that you will not be entitled to any bonus whatsoever for any period of time after your last actual day at work, including during the Payment Period;
or (iii) the Executive's employment is terminated without Cause and such termination is otherwise in connection with or in anticipation of a Change in Control which actually occurs. The Company will pay an amount equal agrees that the Executive is not required to the contributions seek other employment or to your retirement savings plan it would have paid on your behalf for the Payment Period.
(iv) notwithstanding attempt in any provision in the Plan way to the contraryreduce amounts payable to Executive under this Section 8(F), all options and any other deferred compensation granted to you will continue to vest for a period of three (3) months after the date your employment terminates and all vested stock options and other deferred compensation will be exercisable until the earlier of the original expiry day of the stock options and deferred compensation and the date that is six (6amounts payable to pursuant to this Section 8(F) months after the date your employment terminates. Any payments, severance, or other benefits hereunder will be subject to applicable withholdings and deductions. You will shall not be entitled reduced by any amounts earned by or payable to receive any further pay or compensation Executive, except (i) as expressly set out provided in this Agreement, and (ii) the pay, if any, accrued and owing under this Agreement up to the date of termination of your employment. On termination of your employment, regardless of the reason for such termination, you shall immediately (and with contemporaneous effect) resign any directorships, offices or other positions that you may hold, if any, in the Company, Parent or any affiliate, unless otherwise agreed in writing by the Company and ParentSection 8(F)(9).
Appears in 1 contract
Termination Without Cause. At any time the Company shall have the right to terminate the Executive's employment hereunder by written notice to the Executive. Upon any termination pursuant to this Section 5.4 (This Section P does that is not apply to a termination without cause that occurs within three under any of Sections 5.1, 5.2, 5.3 or 5.5), the Company shall (3i) months prior pay to the Executive any unpaid Base Salary through the effective date of termination specified in such notice, (ii) pay to the Executive the accrued but unpaid Incentive Compensation, if any, for any Bonus Period ending on or before the date of the termination of the Executive's employment with the Company, (iii) pay to the Executive a Change of Control and in relation or connection lump sum amount equal to that Change of Control or within thirty-six (6) months prior to a Change of Control and in relation or connection to that Change of Control or within twelve (1236) months of a Change the Executive's Base Salary at the time of Control – such terminations are covered by Section M). The Company may terminate your termination of employment without Cause at any time upon providing you a severance payment in the amount equal to twelve (12) months plus one (1) additional month for every one (1) year of consecutive service with the Company or ParentCompany, up to a maximum of eighteen (18iv) months (the “Payment Period”), and subject to Appendix A and the conditions precedent therein. In addition pay to the severance payment above, in the event of a termination without Cause, the Company will provide you with the following, and, as above, subject to Appendix A and the conditions precedent therein:
Executive (i) the Company will pay on your behalf or otherwise reimburse you for the cost of the monthly premiums for you and your eligible dependents to continue your health care benefits pursuant under COBRA, as amended up to the earlier of (I) within 45 days after the end of the Payment Period, or fiscal quarter in which such termination occurs) a prorata portion (II) the date you commence full-time employment;
(ii) the Company will pay you an Average Bonus pro-rated for based upon the period of the partial bonus year you actually worked immediately prior to the termination of your employment, less statutory and other applicable deductions as required. For example, if your last day of work is March 31, you will receive three (3) months of your Average Bonus. If a bonus has not yet been determined for the preceding completed calendar year, the Compensation Committee will first make that determination in the ordinary course using relevant criteria in a manner consistent with prior practice and make its recommendation to the Board so that the Average Bonus can then be determined and paid in accordance with this provision. For clarity, it is expressly agreed that you will not be entitled to any bonus whatsoever for any period of time after your last actual day at work, including during the Payment Period;
(iii) the Company will pay an amount equal to the contributions to your retirement savings plan it would have paid ending on your behalf for the Payment Period.
(iv) notwithstanding any provision in the Plan to the contrary, all options and any other deferred compensation granted to you will continue to vest for a period of three (3) months after the date your employment terminates and all vested stock options and other deferred compensation will be exercisable until the earlier of the original expiry day of the stock options and deferred compensation and the date that is six (6) months after the date your employment terminates. Any payments, severance, or other benefits hereunder will be subject to applicable withholdings and deductions. You will not be entitled to receive any further pay or compensation except (i) as expressly set out in this Agreement, and (ii) the pay, if any, accrued and owing under this Agreement up to the date of termination of your employment. On termination of your employment, regardless the Executive's employment hereunder) of the reason for such termination, you shall immediately (and with contemporaneous effect) resign any directorships, offices or other positions that you may holdIncentive Compensation, if any, for the Bonus Period in which such termination occurs, as calculated pursuant to Section 3.2 hereof and the Executive Plan; provided that the goals under Section 3.2 hereof and the Executive Plan for each period used in the Companycalculation of the Executive's Incentive Compensation, Parent or any affiliateshall be based on (1) the portion of the Bonus Period through the end of the fiscal quarter in which such termination occurs and (2) unaudited financial information prepared in accordance with generally accepted accounting principles, unless otherwise agreed in writing applied consistently with prior periods, as approved and reviewed by the Board, (v) continue to provide the Executive with the benefits he was receiving under Sections 4.2 and 4.4 hereof (the "Benefits") in the manner and at such times as the compensation or Benefits otherwise would have been payable or provided to the Executive, and (vi) pay to the Executive as a single lump sum payment, within 30 days of the termination of her employment hereunder, a lump sum benefit equal to the value of the portion of her benefits under any savings, pension, profit sharing or deferred compensation plans that are forfeited under such plans by reason of the termination of her employment hereunder prior to the Expiration Date. In the event that the Company is unable to provide the Executive with any Benefits required hereunder by reason of the termination of the Executive's employment pursuant to this Section 5.4, then the Company shall pay the Executive cash equal to the value of the Benefit that otherwise would have accrued for the Executive's benefit under the plan, for the period during which such Benefits could not be provided under the plans, said cash payments to be made within 45 days after the end of the year for which such contributions would have been made or would have accrued. The Company's good faith determination of the amount that would have been contributed or the value of any Benefits that would have accrued under any plan shall be binding and Parentconclusive on the Executive. For this purpose, the Company may use as the value of any Benefit the cost to the Company of providing that Benefit to the Executive. Further, the Executive shall become immediately fully vested in his or her Stock Options as of the date of such termination of employment. The Company shall have no further liability hereunder (other than for (x) reimbursement for reasonable business expenses incurred prior to the date of termination, subject, however, to the provisions of Section 4.1, and (y) payment of compensation for unused vacation days that have accumulated during the calendar year in which such termination occurs.
Appears in 1 contract
Termination Without Cause. (This Section P does not apply to a termination without cause that occurs within three (3) months prior to a Change of Control and in relation or connection to that Change of Control or within six (6) months prior to a Change of Control and in relation or connection to that Change of Control or within twelve (12) months of a Change of Control – such terminations are covered If Employee's employment by Section M). The the ------------------------- Company may terminate your employment is terminated by the Company without Cause at any time upon providing you a severance payment in the amount equal pursuant to twelve (12) months plus one (1) additional month for every one (1) year of consecutive service with the Company or Parent, up to a maximum of eighteen (18) months (the “Payment Period”Section 2(b)(iii), and subject to Appendix A and the conditions precedent therein. In addition to the severance payment above, in the event of a termination without Cause, the Company will provide you with the following, and, as above, subject shall pay to Appendix A and the conditions precedent therein:
Employee (i) the Company will compensation and other benefits, including unpaid deferred compensation and vacation pay on your behalf or otherwise reimburse you for (but excluding the cost of bonus described in Section 2(d)(ii)), expressly provided under this Agreement through the monthly premiums for you Termination Date and your eligible dependents to continue your health care benefits pursuant under COBRA, as amended up (ii) a lump sum cash payment (the "Severance Payment") equal to the earlier sum of: -----------------
(A) the product of (I) the end number set forth in Section 3(d)(ii)(A) of the Payment Period, or attached Schedule A multiplied by (II) the date you commence full-time employmentsum (y) ---------- Employee's annual base salary in effect at the Termination Date and (z) the Highest Annual Bonus (as hereinafter defined) ;
(B) an amount (the "Highest Annual Bonus") equal to the greater -------------------- of (I) the Required Bonus and (II) the annual bonus received by Employee during the most recent fiscal year of the Company, in each case prorated to reflect the partial year for which Employee was employed by the Company from and after the most recent anniversary of the Effective Date;
(C) the amount the Company would have been required to contribute on behalf of Employee under its defined contribution plans had Employee remained employed by the Company in the same status after the Termination Date for the duration of the Subject Period; and
(D) the full positive balance in Employee's "bonus bank" account maintained by the Company pursuant to the EVA Plan (it being agreed that Employee shall not be required to pay to the Company any negative balance in such "bonus bank" account), in each case notwithstanding anything to the contrary contained in the EVA Plan. In addition, (i) the Company, at its expense, shall continue to provide Employee with all employee benefit programs (other than welfare benefit programs) and fringe benefits specified in Section 2(d)(iii) for the duration of the Subject Period, or until Employee's death, whichever is the shorter period; (ii) the Company will pay you an Average Bonus pro-rated for Company, at its expense (not to exceed the period amount set forth in Section 3(d) of the partial bonus year you actually worked immediately prior to the termination of your employmentattached Schedule A), less statutory shall provide Employee with outplacement services; ---------- and other applicable deductions as required. For example, if your last day of work is March 31, you will receive three (3) months of your Average Bonus. If a bonus has not yet been determined for the preceding completed calendar year, the Compensation Committee will first make that determination in the ordinary course using relevant criteria in a manner consistent with prior practice and make its recommendation to the Board so that the Average Bonus can then be determined and paid in accordance with this provision. For clarity, it is expressly agreed that you will not be entitled to any bonus whatsoever for any period of time after your last actual day at work, including during the Payment Period;
(iii) the Company will pay an amount equal to the contributions to your retirement savings plan it would have paid on your behalf for the Payment Period.
(iv) notwithstanding any provision in the Plan to the contraryall stock options, all options and any other deferred compensation granted to you will continue to vest for a period shares of three (3) months after the date your employment terminates and all vested restricted stock options and other deferred compensation will be exercisable until the earlier of the original expiry day of the stock options and deferred compensation and the date that is six (6) months after the date your employment terminates. Any payments, severance, or other benefits hereunder will be subject to applicable withholdings and deductions. You will not be entitled to receive any further pay or compensation except (i) as expressly set out in this Agreement, and (ii) the pay, if any, accrued and owing under this Agreement up to the date of termination of your employment. On termination of your employment, regardless of the reason for such termination, you shall immediately (and with contemporaneous effect) resign any directorships, offices or other positions that you may hold, if any, in the Company, Parent or any affiliate, unless otherwise agreed in writing stock based awards granted by the Company to Employee shall become fully vested, notwithstanding the terms and Parent.conditions thereof or any plans pursuant to which such grants or awards were made (the provisions of this paragraph are referred to as the "Other Severance Benefits"). ------------------------
Appears in 1 contract
Sources: Change in Control Agreement (Material Sciences Corp)
Termination Without Cause. Prior to the end of the Employment Period, (This i) the Corporation may terminate the Executive’s employment under this Agreement for a reason other than Cause or no reason whatsoever (i.e., without Cause); or (ii) the Executive may terminate his employment under this Agreement due to Constructive Discharge (as defined below) so long as the Executive gives the Board written notice of the event giving rise to such Constructive Discharge within sixty (60) days of the occurrence thereof and such Constructive Discharge remains uncured by the Corporation thirty (30) days after the Board’s receipt of such notice; provided that if the Corporation has not cured a breach of this Agreement within the thirty (30) day period referenced in clause (iii) of the definition of Constructive Discharge set forth below this sentence will not be deemed to grant the Corporation an additional thirty (30) day cure period with respect to such breach. If the Executive’s employment is terminated without Cause or by Constructive Discharge pursuant to this Section P does not apply to a termination without cause that occurs within three (35(b) months prior to a Change the expiration of Control the Employment Period, the Corporation shall pay to the Executive an amount equal to (A) the lesser of (1) two-times the Executive’s annual Base Salary or (2) the amount of remaining Base Salary that would have been payable to the Executive from the date of such termination of employment through the Termination Date; provided that such amount shall not be less than one-times the Executive’s annual Base Salary, plus (B) the benefits set forth in Sections 4(d) and 4(f) (other than accrued but unused vacation pay) which were paid to the Executive in relation or connection to that Change of Control or within six (6) months the year prior to the year in which his employment was terminated, plus (C) a Change pro-rated bonus for the year in which Executive was terminated (based on the number of Control months the Executive was employed by the Corporation in such year), if the bonus target for such year was being achieved on the date of termination (on a pro rata basis, based on the number of months the Executive was employed by the Corporation in such year) (collectively, the “Severance Payment”); provided that the Severance Payment shall be conditioned upon the Executive’s voluntary execution of a written general release substantially in the form of Exhibit B hereto (the “Release”); provided further, that the Corporation shall have the right to modify the Release to reflect facts and circumstances existing at the time of the Executive’s termination. The Corporation shall pay fifty percent (50%) of the Severance Payment in relation or connection to one payment within thirty (30) days after the end of the Employment Period provided that Change such release has been in full force and effect for at least ten (10) days, and pay the remaining portion of Control or within the Severance Payment on the date that is twelve (12) months of a Change of Control – such terminations are covered by Section M). The Company may terminate your employment without Cause at any time upon providing you a severance payment in after the amount equal to twelve (12) months plus one (1) additional month for every one (1) year of consecutive service with the Company or Parent, up to a maximum of eighteen (18) months (the “Payment Period”), and subject to Appendix A and the conditions precedent therein. In addition to the severance payment above, in the event of a termination without Cause, the Company will provide you with the following, and, as above, subject to Appendix A and the conditions precedent therein:
(i) the Company will pay on your behalf or otherwise reimburse you for the cost of the monthly premiums for you and your eligible dependents to continue your health care benefits pursuant under COBRA, as amended up to the earlier of (I) the end of the Payment Period, or (II) the date you commence full-time employment;
(ii) the Company will pay you an Average Bonus pro-rated for the period of the partial bonus year you actually worked immediately prior to the termination of your employment, less statutory and other applicable deductions as required. For example, if your last day of work the Employment Period; provided, however, that if the Executive is March 31a “specified employee” within the meaning of Internal Revenue Code Section 409A(a)(2)(B)(i), you will receive three (3) months no portion of your Average Bonus. If a bonus has not yet been determined for the preceding completed calendar year, the Compensation Committee will first make Severance Payment that determination in the ordinary course using relevant criteria in a manner consistent with prior practice and make its recommendation to the Board so that the Average Bonus can then be determined and paid in accordance with this provision. For clarity, it is expressly agreed that you will not be entitled to any bonus whatsoever for any period of time after your last actual day at work, including during the Payment Period;
(iii) the Company will pay an amount equal to the contributions to your retirement savings plan it would have paid on your behalf for the Payment Period.
(iv) notwithstanding any provision in the Plan to the contrary, all options and any other deferred compensation granted subject to you will continue to vest for a period of three (3) months after the date your employment terminates and all vested stock options and other deferred compensation Section 409A will be exercisable until the earlier of the original expiry day of the stock options and deferred compensation and made before the date that is six (6) months after the payment date your employment terminates. Any payments, severance, or other benefits hereunder will be subject to applicable withholdings and deductions. You will not be entitled to receive any further pay or compensation except (i) as expressly set out in this Agreement, and (ii) the pay, if any, accrued and owing under this Agreement up to the date of termination of your employment. On termination of your employment, regardless of the reason for such termination, you shall immediately (and with contemporaneous effect) resign any directorships, offices or other positions that you may hold, if any, provided in the Companyprevious clause. For purposes of this Section 5(b), Parent or any affiliate, unless otherwise agreed in writing by the Company and Parent.term “Constructive Discharge” means:
Appears in 1 contract
Termination Without Cause. (This Section P does not apply to a termination The Corporation may terminate the Executive's employment without cause that occurs within three by providing the Executive with:
3.4.1 Base Salary continuation - at the Corporation's discretion, either (3collectively, the "Termination Period"):
(a) months prior to working notice of a Change maximum of Control and in relation or connection to that Change of Control or within six (6) months prior to a Change of Control and in relation or connection to that Change of Control or within twelve (12) months (the "Notice Period"), in which case the Executive will continue to perform the Responsibilities and Duties until expiration of a Change the working notice period during which the Executive shall continue to be entitled to all elements of Control – such terminations are covered by Section M). The Company may terminate your employment without Cause at any time upon providing you a severance Compensation and Benefits as set out herein;
(b) payment in the amount lieu of such working notice equal to a maximum of twelve (12) months plus one (1the "Termination Payment") additional month for every one (1) year of consecutive service payable in a lump sum, in which case the Executive's employment with the Company or ParentCorporation will be terminated immediately upon receiving notice from the Corporation; or
(c) a combination of both, at the Corporation's discretion up to a maximum of eighteen twelve (1812) months months;
3.4.2 Minimum Severance & Benefits continuation - during any part of the Termination Period in which the Corporation provides the Executive with the Notice Period, then:
(a) any minimum statutory severance pay as prescribed by the “Payment Period”), and subject ESA at the end of such Notice Period in order for the Corporation to Appendix A and be compliant with the conditions precedent therein. In addition minimum statutory standards of the ESA; and
(b) the benefit plan contributions necessary to maintain the Executive's participation in all benefit plans provided to the severance Executive by the Corporation as of the date notice of termination is delivered to the Executive for the duration of the Notice Period, to the extent they are available;
3.4.3 Entitlements up to date of Termination - during any part of the Termination Period in which the Corporation provides the Executive with a Termination Payment:
(a) the Executive will continue to receive only their then Base Salary accrued and owing up to and including the effective date of termination, to be paid as a salary continuance or as a lump sum payment above, at the Corporation's sole discretion; and
(b) the benefit plan contributions necessary to maintain the Executive's participation for the minimum statutory notice period prescribed by the ESA in all benefit plans provided to the event Executive by the Corporation immediately before the termination of a termination without Cause, the Company Executive's employment will provide you with the following, be continued; and, as above, subject to Appendix A and the conditions precedent therein:
(i) to the Company will extent permitted by its carriers, i-80 Gold shall also continue to pay on your behalf its share of any premium contributions to any group benefits for the remainder of Termination Period or otherwise reimburse you Notice Period, as applicable, for which the Executive was eligible as of the date that is immediately prior to the date that notice of termination is provided pursuant to this Agreement; or
(ii) in the event that i-80 Gold is not permitted by its carriers to continue any group benefit for the entire Termination Period (including, for certainty, life insurance and disability coverage, if such coverage is provided to the Executive by i-80 Gold), i-80 Gold shall provide the Executive with a lump sum payment equal to the cost of the monthly benefit premiums for you and your eligible dependents to continue your health care benefits pursuant under COBRA, (calculated as amended up to the earlier of (I) the end of the Payment Period, or (II) the date you commence full-time employment;
(ii) the Company will pay you an Average Bonus pro-rated for the period of the partial bonus year you actually worked that is immediately prior to the date of termination) that i-80 Gold would have paid to provide the benefit to the Executive for the remaining part of the Termination Period;
3.4.4 STI entitlements - In circumstances of a termination pursuant to Section 3.4.1. (b) above, i-80 Gold shall provide a lump sum payment or, at its sole discretion in circumstances of a termination pursuant to 3.4.1(a) above, may provide either lump sum payments in equal installments that are added to the base salary continuation payments referred to in paragraph 3.4.1 above:
(a) any STI earned by the Executive in the calendar or fiscal year immediately preceding their termination if any such amounts remain outstanding to the Executive; and
(b) an amount that is equal to the average annual STI earned by the Executive over the two-year period immediately prior to the Executive's termination of your employmentemployment in full and final satisfaction of their eligibility to earn any STI during the Termination Period; Regardless of whether the Executive is entitled to the Notice Period or Termination Payment, less statutory and other applicable deductions as required. For example, if your last day of work is March 31, you will receive three (3) months of your Average Bonus. If or a bonus has not yet been determined for the preceding completed calendar yearcombination thereof, the Compensation Committee will first make that determination in the ordinary course using relevant criteria in a manner consistent with prior practice and make its recommendation to the Board so that the Average Bonus can then be determined and paid in accordance with this provision. For clarity, it is expressly agreed that you Executive will not be entitled to any further claim or any other rights or damages to any bonus whatsoever or incentive compensation for any period thereafter, whether by way of time after your last actual day at workgeneral or specific damages and whether in contract, including during the Payment Periodstatute, common law or otherwise, then as set out above;
(iii) the Company will pay an amount equal 3.4.5 awards that have been previously granted to the contributions to your retirement savings plan it would Executive that have paid on your behalf for not yet vested shall immediately vest and be exercisable by the Payment Period.
Executive or redeemed (ivas applicable) in accordance with the terms and conditions of the applicable Equity Compensation Plan, notwithstanding any provision term or condition to the contrary that is contained in the applicable Equity Compensation Plan to (or in the contrary, all options and any other deferred compensation granted to you will continue to vest for a period of three (3applicable Award agreement) months after the date your employment terminates and all vested stock options and other deferred compensation will be exercisable until the earlier of the original expiry day of the stock options and deferred compensation and the date that is six (6) months after the date your employment terminates. Any payments, severance, or other benefits hereunder will be subject to applicable withholdings and deductions. You will not be entitled to receive any further pay or compensation except (i) as expressly set out in this Agreement, and (ii) the pay, if any, accrued and owing under this Agreement up to the date of termination of your employment. On termination of your employment, regardless of the reason for such termination, you shall immediately (and with contemporaneous effect) resign any directorships, offices or other positions that you may hold, if any, in the Company, Parent or any affiliate, unless otherwise agreed in writing by the Company and Parent.;
Appears in 1 contract
Sources: Senior Executive Employment Agreement (I-80 Gold Corp.)
Termination Without Cause. (This Section P does not apply to a termination without cause that occurs within three (3) months prior to a Change of Control and in relation or connection to that Change of Control or within six (6) months prior to a Change of Control and in relation or connection to that Change of Control or within twelve (12) months of a Change of Control – such terminations are covered by Section M). The Company may terminate your the Employee's employment without Cause at any time upon providing you a severance payment in written notice for reasons other than With Cause. Upon termination of the amount equal to twelve (12) months plus one (1) additional month for every one (1) year of consecutive service with Employee's employment by the Company or Parent, up to a maximum of eighteen (18) months (the “Payment Period”), and subject to Appendix A and the conditions precedent therein. In addition to the severance payment above, in the event of a termination without for other than With Cause, the Company will provide you with the followingshall have no further obligations under Section II, and, as above, subject to Appendix A and the conditions precedent thereinexcept that:
(i) The Company shall pay the Company will pay on your behalf Employee his salary and accrued vacation through the date of termination and any benefits under Section II(e), (f), (g) or otherwise reimburse you for the cost (i) accrued but unpaid as of the monthly premiums for you and your eligible dependents to continue your health care benefits pursuant under COBRA, as amended up to the earlier date of (I) the end of the Payment Period, or (II) the date you commence full-time employmenttermination;
(ii) The Company shall pay the Company will pay you an Average Bonus pro-rated for the period Employee a pro rata allocation of the partial any annual bonus year you actually worked immediately earned prior to the termination effective date of your employmenttermination, less statutory and other applicable deductions as required. For exampledetermined, if your last day of work is March 31, you will receive three (3) months of your Average Bonus. If a bonus has not yet been determined for the preceding completed calendar year, the Compensation Committee will first make that determination in the ordinary course using relevant criteria in a manner consistent with prior practice and make its recommendation to the Board so that the Average Bonus can then be determined calculated and paid in accordance with this provision. For clarity, it is expressly agreed that you will not be entitled to any bonus whatsoever for any period the requirements of time after your last actual day at work, including during the Payment PeriodSection II(c);
(iii) in lieu of any further payment of salary or annual bonus, the Company will shall pay as severance an amount equal to the contributions to your retirement savings plan it would have paid on your behalf for the Payment Period.
product of (ivA) notwithstanding any provision in the Plan an amount equal to the contrary, all options and any other deferred sum of the annual base salary then in effect plus fifty percent (50%) of the highest annual bonus compensation granted paid to you will continue to vest for a period the Employee or accrued by the Employee during the Term multiplied by (B) the greater of three (3) months after years or the number of years (including a fraction for that portion of any partial year remaining) that would remain in the Term if the Agreement had not been terminated. The severance payments shall, at the option of the Employee, be paid: (1) in equal monthly installments over the remaining Term of the Agreement; or (2) be paid in a lump sum upon the effective date of termination, in an amount discounted to present value;
(iv) The Company shall provide the Employee with the opportunity to purchase the automobile provided pursuant to Section II(f) at its depreciated book value as of the date your employment terminates of termination; and
(v) The Company shall continue to maintain for the benefit of Employee and all vested stock options his family at Company expenses the same health insurance coverage in effect for the Company's employees as of the termination date, and other deferred compensation will shall keep in force at its own expense any life insurance previously provided by the Company on the life of the Employee for which the Employee has the right to designate the beneficiary, which health and life insurance coverage shall be exercisable maintained until the earlier to occur of the original expiry day expiration of the Term of this Agreement or Employee obtaining other employment through which he is entitled to obtain equivalent health and life insurance benefits without additional cost to himself.
(vi) All stock options granted pursuant to the Option Agreement shall, at the Employee's election, be accelerated to and deferred compensation and fully vested as of the date that is six (6) months after the date your employment terminates. Any payments, severance, or other benefits hereunder will be subject to applicable withholdings and deductions. You will not be entitled to receive any further pay or compensation except (i) as expressly set out in this Agreementof termination, and (ii) the payall stock options granted pursuant to any stock option agreement shall, if anyat Employee's election, accrued be accelerated to and owing under this Agreement up to fully vested as of the date of termination of your employment. On and shall be deemed amended to permit exercise for the full remaining term thereof as if no such termination of your employmenthad occurred (or 90 days, regardless if longer).
(vii) The Company shall eliminate the collateral assignment on the Split Dollar Life Insurance policy(s) maintained under the Split Dollar Plan and transfer to the Employee the Company's portion of the reason for such termination, you shall immediately (and with contemporaneous effect) resign any directorships, offices or other positions that you may hold, if any, in the Company, Parent or any affiliate, unless otherwise agreed in writing by the Company and Parentpolicy's cash surrender value.
Appears in 1 contract
Sources: Executive Employment Agreement (Town & Country Corp)
Termination Without Cause. (This Section P does not apply to a termination without cause that occurs within three (3) months prior to a Change of Control and in relation or connection to that Change of Control or within six (6) months prior to a Change of Control and in relation or connection to that Change of Control or within twelve (12) months of a Change of Control – such terminations are covered by Section M). The Company may terminate your If the Executive’s employment without Cause at any time upon providing you a severance payment in the amount equal to twelve (12) months plus one (1) additional month for every one (1) year of consecutive service with the Company is terminated by the Company (other than for Cause, Disability or Parentdeath) within 12 months following the Change in Control Date, up to a maximum of eighteen (18) months (then the “Payment Period”), and subject to Appendix A and the conditions precedent therein. In addition Executive shall be entitled to the severance payment above, in the event of a termination without Cause, the Company will provide you with the following, and, as above, subject to Appendix A and the conditions precedent thereinfollowing benefits:
(i) the Company will shall pay on your behalf to the Executive the following amounts:
(1) the sum of (A) the Executive’s base salary through the Date of Termination, (B) the product of (x) the annual bonus paid or otherwise reimburse you payable (including any bonus or portion thereof which has been earned but deferred) for the cost most recently completed fiscal year and (y) a fraction, the numerator of which is the number of days in the current fiscal year through the Date of Termination, and the denominator of which is 365 and (C) the amount of any compensation previously deferred by the Executive (together with any accrued interest or earnings thereon) and any accrued vacation pay, in each case to the extent not previously paid (the sum of the monthly premiums for you amounts described in clauses (A), (B), and your eligible dependents (C) shall be hereinafter referred to continue your health care benefits pursuant under COBRAas the “Accrued Obligations”), as amended up which amount shall be paid in a lump sum in cash within 30 days after the Date of Termination; and
(2) the amount equal to (A) one multiplied by (B) the sum of (x) the Executive’s highest annual base salary during the five-year period prior to the earlier of Change in Control Date and (Iy) the end Executive’s highest annual bonus during the five-year period prior to the Change in Control Date, which amount shall be paid bi-monthly until the date 12 months after the Date of Termination in an amount equal to 1/24th of the Payment Period, or (II) the date you commence full-time employment;total amount set forth in this Section 4.2(a)(i)(2).
(ii) for 12 months after the Date of Termination, or such longer period as may be provided by the terms of the appropriate plan, program, practice or policy, the Company will pay you an Average Bonus pro-rated for the period of the partial bonus year you actually worked immediately prior shall continue to provide benefits to the termination of your employmentExecutive and the Executive’s family at least equal to those which would have been provided to them if the Executive’s employment had not been terminated, less statutory and other applicable deductions as required. For example, if your last day of work is March 31, you will receive three (3) months of your Average Bonus. If a bonus has not yet been determined for the preceding completed calendar year, the Compensation Committee will first make that determination in the ordinary course using relevant criteria in a manner consistent with prior practice and make its recommendation to the Board so that the Average Bonus can then be determined and paid in accordance with this provision. For claritythe applicable Benefit Plans in effect on the Measurement Date or, it if more favorable to the Executive and his family, in effect generally at any time thereafter with respect to other peer executives of the Company and its affiliated companies; provided, however, that if the Executive becomes reemployed with another employer and is expressly agreed that you will not eligible to receive a particular type of benefits (e.g., health insurance benefits) from such employer on terms at least as favorable to the Executive and his family as those being provided by the Company, then the Company shall no longer be entitled required to any bonus whatsoever for any period of time after your last actual day at work, including during provide those particular benefits to the Payment PeriodExecutive and his family;
(iii) to the extent not previously paid or provided, the Company will shall timely pay an amount equal or provide to the contributions Executive any other amounts or benefits required to your retirement savings plan it would have be paid on your behalf for or provided or which the Payment Period.Executive is eligible to receive following the Executive’s termination of employment under any plan, program, policy, practice, contract or agreement of the Company and its affiliated companies (such other amounts and benefits shall be hereinafter referred to as the “Other Benefits”);
(iv) for purposes of determining eligibility (but not the time of commencement of benefits) of the Executive for retiree benefits to which the Executive is entitled, the Executive shall be considered to have remained employed by the Company until 12 months after the Date of Termination; and
(v) notwithstanding any provision in the Plan anything herein to the contrary, all options the Company’s obligation to make the payments set forth in subsection (a)(i)(2) above and to make the benefit payments set forth in subsection (a)(ii) above shall immediately terminate in the event that the Executive violates the provisions of any other deferred compensation granted to you will continue to vest for a period of three (3) months after non-competition and/or non-disclosure agreement between the date your employment terminates and all vested stock options and other deferred compensation will be exercisable until the earlier of the original expiry day of the stock options and deferred compensation Executive and the date that is six (6) months after the date your employment terminates. Any payments, severance, or other benefits hereunder will be subject to applicable withholdings and deductions. You will not be entitled to receive any further pay or compensation except (i) as expressly set out in this Agreement, and (ii) the pay, if any, accrued and owing under this Agreement up to the date of termination of your employment. On termination of your employment, regardless of the reason for such termination, you shall immediately (and with contemporaneous effect) resign any directorships, offices or other positions that you may hold, if any, in the Company, Parent or any affiliate, unless otherwise agreed in writing by the Company and Parent.
Appears in 1 contract
Sources: Executive Retention Agreement (Biosphere Medical Inc)
Termination Without Cause. (This Section P does not apply to a termination Employer may terminate this Agreement without cause at any time. “Without cause” termination shall include, but not be limited to: (i) Employer’s notice to Employee of its intent not to renew this Agreement in accordance with the provisions of Section 1 hereof; and (ii) Employer’s notice to Employee that occurs within three his or her position will be relocated to an office which is greater than 35 miles from Employee’s prior office location. If Employer terminates this Agreement without cause, Employer shall continue to pay Employee the compensation provided for in Section 4(a) of this Agreement for a period of time equal to [Insert Relevant Severance Period]. Such pay continuation is contingent upon Employee executing Employer’s standard severance agreement, which incorporates a general release, at the time of termination. In addition, Employee will receive (3i) months prior any earned but unpaid Base Salary and accrued Paid Time Off through the date of Employee’s termination; (ii) reimbursement of expenses incurred by Employee through the date of termination which are reimbursable pursuant to this Agreement; and (iii) the Employee’s vested portion of any Magellan Health Services retirement, deferred compensation or other benefit plan, including but not limited to, any stock option or restricted stock grant plans, in accordance with the terms of those plans. If Employee participates in any bonus plan(s), including but not limited to, any long term bonus plan(s), Employer may pay Employee, on a Change pro-rata basis, the amount of Control and in relation or connection to that Change of Control or within six (6such plan(s) months prior to a Change of Control and in relation or connection to that Change of Control or within twelve (12) months of a Change of Control – such terminations are covered by Section M)as Employee would have earned if Employee had been employed for the full calendar year. The Company may terminate your employment without Cause at any time upon providing you a severance payment pro-ration will be determined by the fraction of the number of months in the amount equal calendar year in which the Employee worked (rounded to twelve (12the nearest whole month) months plus one (1) additional month for every one (1) year of consecutive service with the Company or Parent, up to a maximum of eighteen (18) months (the “Payment Period”), and subject to Appendix A and the conditions precedent thereindivided by 12 months. In addition determining whether a pro-rata bonus shall be paid to the severance payment above, in the event of a termination without CauseEmployee, the Company will provide you with the following, and, as above, subject Employer may consider factors that include but are not limited to Appendix A and the conditions precedent therein:
(i) the Company will pay on your behalf or otherwise reimburse you for the cost Employee’s target bonus (percentage of the monthly premiums for you and your eligible dependents to continue your health care benefits pursuant under COBRAbase salary), as amended up to the earlier of (I) the end of the Payment Period, or (II) the date you commence full-time employment;
(ii) the Company will pay you an Average Bonus pro-rated for the period of the partial bonus year you actually worked immediately prior to the termination of your employment, less statutory Company’s financial performance and other applicable deductions as required. For example, if your last day of work is March 31, you will receive three (3) months of your Average Bonus. If a bonus has not yet been determined for the preceding completed calendar year, the Compensation Committee will first make that determination in the ordinary course using relevant criteria in a manner consistent with prior practice and make its recommendation to the Board so that the Average Bonus can then be determined and paid in accordance with this provision. For clarity, it is expressly agreed that you will not be entitled to any bonus whatsoever for any period of time after your last actual day at work, including during the Payment Period;
(iii) the Company will pay an amount equal to Employee’s achievement of his or her specific performance objectives. At the contributions to your retirement savings plan it would have paid on your behalf for time of termination, Employer shall determine the Payment Period.
(iv) notwithstanding any provision in the Plan to the contrary, all options and any other deferred compensation granted to you will continue to vest for a period of three (3) months after the date your employment terminates and all vested stock options and other deferred compensation will be exercisable until the earlier of the original expiry day of the stock options and deferred compensation and the date that is six (6) months after the date your employment terminates. Any payments, severance, or other benefits hereunder will be subject to applicable withholdings and deductions. You will not be entitled to receive any further pay or compensation except (i) as expressly set out in this Agreement, and (ii) the payEmployee’s bonus amount, if any. Notwithstanding the foregoing, accrued and owing under this Agreement up to any payout of such bonus amount shall be contingent upon the date Company satisfying the financial targets established by the Company’s Board of termination Directors. Payment of your employment. On termination of your employment, regardless any bonus shall be made at the time of the reason annual bonus payout for such terminationall employees. COBRA coverage may be elected to continue health, you shall immediately (dental, and with contemporaneous effect) resign any directorshipsvision insurance during the Severance Period and beyond. If COBRA coverage is elected, offices or other positions that you may hold, if any, in Employee will pay only the Company, Parent or any affiliate, unless otherwise agreed in writing by employee contribution rate for the Company health insurance portion of the COBRA coverage during the Severance Period. Dental and Parentvision coverage under COBRA will be billed at the full COBRA rate.
Appears in 1 contract
Sources: Employment Agreement (Magellan Health Services Inc)
Termination Without Cause. (This Section P does not apply a) The Company may terminate the Employee’s employment hereunder at any time, for any reason, without Cause, effective upon the date designated by the Company upon written notice to the Employee.
(b) In the event of a termination without cause that occurs within three of the Employee’s employment hereunder pursuant to Section 8.4(a) (3) months prior to including following a Change of Control (as defined below)), the Employee shall be entitled to receive (i) all unpaid Base Salary through the date of termination and in relation or connection to that Change all accrued, but unpaid (at the date of Control or within six termination) benefits and bonuses; (6ii) months prior to a Change of Control and in relation or connection to that Change of Control or within twelve (12) months of a Change of Control – such terminations are covered by Section M). The Company may terminate your employment without Cause at any time upon providing you a severance payment in the amount equal to twelve (12) months plus one Base Salary (1) additional month for every one (1) year at the date of consecutive service termination), payable in equal monthly installments in accordance with the Company Company’s payroll practices; (iii) to the extent the Board of Director’s approves a bonus to the Company’s executive officers after completion of the calendar year in which the termination occurs, Employee’s annual bonus (or Parent, up to a maximum of eighteen (18) months (portion thereof as approved by the “Payment Period”Board), pro rated for the portion of the year during which the Employee was employed by the Company through the termination date, payable on the dates such bonus would otherwise have been payable to Employee had Employee been employed on the date of declaration of the bonus, (iv) the immediate vesting of the remaining unvested portion of the options previously granted to Employee; (v) the right to exercise any stock option which is exercisable by Employee on the date of the termination of his employment; and (v) any other amounts due but not yet paid from the Company to Employee. Except as set forth above, all Base Salary, benefits and bonuses shall cease at the time of such termination, subject to Appendix A the terms of any benefit or compensation plan then in force and the conditions precedent therein. In addition applicable to the severance payment above, Employee. Except as specifically set forth in the event of a termination without Causethis Section 8.4, the Company will provide you with the following, and, as above, subject to Appendix A and the conditions precedent therein:
(i) the Company will pay on your behalf shall have no liability or otherwise reimburse you for the cost obligation hereunder by reason of the monthly premiums for you and your eligible dependents to continue your health care benefits pursuant under COBRA, as amended up to the earlier of (I) the end of the Payment Period, or (II) the date you commence full-time employment;
(ii) the Company will pay you an Average Bonus pro-rated for the period of the partial bonus year you actually worked immediately prior to the termination of your employment, less statutory and other applicable deductions as required. For example, if your last day of work is March 31, you will receive three (3) months of your Average Bonus. If a bonus has not yet been determined for the preceding completed calendar year, the Compensation Committee will first make that determination in the ordinary course using relevant criteria in a manner consistent with prior practice and make its recommendation to the Board so that the Average Bonus can then be determined and paid in accordance with this provision. For clarity, it is expressly agreed that you will not be entitled to any bonus whatsoever for any period of time after your last actual day at work, including during the Payment Period;
(iii) the Company will pay an amount equal to the contributions to your retirement savings plan it would have paid on your behalf for the Payment Period.
(iv) notwithstanding any provision in the Plan to the contrary, all options and any other deferred compensation granted to you will continue to vest for a period of three (3) months after the date your employment terminates and all vested stock options and other deferred compensation will be exercisable until the earlier of the original expiry day of the stock options and deferred compensation and the date that is six (6) months after the date your employment terminates. Any payments, severance, or other benefits hereunder will be subject to applicable withholdings and deductions. You will not be entitled to receive any further pay or compensation except (i) as expressly set out in this Agreement, and (ii) the pay, if any, accrued and owing under this Agreement up to the date of termination of your employment. On termination of your employment, regardless of the reason for such termination, you shall immediately (and with contemporaneous effect) resign any directorships, offices or other positions that you may hold, if any, in the Company, Parent or any affiliate, unless otherwise agreed in writing by the Company and Parent.
Appears in 1 contract
Termination Without Cause. (This Section P does not apply to a termination without cause that occurs within three (3) months prior to a Change of Control and in relation or connection to that Change of Control or within six (6) months prior to a Change of Control and in relation or connection to that Change of Control or within twelve (12) months of a Change of Control – such terminations are covered by Section M). The Company may terminate your If the Executive's employment is terminated without Cause at any time upon providing you other than due to Disability or death, or there is a severance payment in the amount equal to twelve (12) months plus one (1) additional month for every one (1) year of consecutive service with the Company or Parent, up to a maximum of eighteen (18) months (the “Payment Period”), and subject to Appendix A and the conditions precedent therein. In addition to the severance payment above, in the event of a termination Constructive Termination without Cause, the Company will provide you with the following, and, as above, subject to Appendix A and the conditions precedent thereinExecutive shall be entitled to:
(i) The Base Salary through the Company will pay on your behalf or otherwise reimburse you for the cost date of termination of the monthly premiums for you and your eligible dependents to continue your health care benefits pursuant under COBRA, as amended up to the earlier of (I) the end of the Payment Period, or (II) the date you commence full-time Executive's employment;
(ii) The Base Salary, at the Company will pay you an Average Bonus pro-rated for annualized rate in effect on the period date of termination of the partial bonus year you actually worked immediately prior to the termination of your employmentExecutive's employment for thirty-six months following such termination, less statutory and other applicable deductions as required. For example, if your last day of work is March 31, you will receive three (3) months of your Average Bonus. If a bonus has not yet been determined for the preceding completed calendar year, the Compensation Committee will first make that determination paid in the ordinary course using relevant criteria in a manner consistent with prior practice and make its recommendation to the Board so that the Average Bonus can then be determined and paid installments in accordance with this provisionthe regular pay practices of the Companies; provided that at the Executive's option the Companies shall pay him the present value of such salary continuation payments in a lump sum (using as the discount rate the Applicable Federal Rate for short term Treasury obligations as published by the Internal Revenue Service for the month in which such termination occurs). For clarity, it is expressly agreed that you will not be entitled to any purposes of this subsection (ii) Base Salary shall include an annual bonus whatsoever for any period calculated by taking the average of time after your last actual day at work, including during the Payment Periodbonuses of the three years preceding the year of termination;
(iii) the Company will pay an amount equal to the contributions to your retirement savings plan it would have paid on your behalf for the Payment Period.The balance of any incentive awards earned (but not yet paid);
(iv) notwithstanding The right to exercise any provision stock option in the Plan full, whether or not such right is exercisable pursuant to the contraryterms of the grant.
(v) Any pension benefit that may become due pursuant to Section 6 above;
(vi) Continued accrual of credited service for the purpose of the pension benefit provided under Section 6 for thirty-six months;
(vii) Continued participation in all medical, all options dental, hospitalization and any life insurance coverage and in other deferred compensation granted to you will continue to vest for a period of three (3) months after employee benefit plans or programs in which he was participating on the date your of the termination of his employment terminates and all vested stock options and other deferred compensation will be exercisable until the earlier of:
(A) The end of the original expiry day period during which he is receiving salary continuation payments (or in respect of which a lump-sum severance payment is made);
(B) The date, or dates, he receives equivalent coverage and benefits under the plans and programs of a subsequent employer (such coverages and benefits to be determined on a coverage-by-coverage, or benefit-by-benefit, basis); provided that (x) if the Executive is precluded from continuing his participation in any employee benefit plan or program as provided in this clause (vii) of this Section 8(b), he shall be provided with the after-tax economic equivalent of the stock options and deferred compensation and benefit provided under the date that plan or program in which he is six (6) months after unable to participate for the date your employment terminates. Any payments, severance, or other benefits hereunder will be subject to applicable withholdings and deductions. You will not be entitled to receive any further pay or compensation except (i) as expressly set out period specified in this Agreementclause (vii) of this Section 8(b), (y) the economic equivalent of any benefit foregone shall be deemed to be the lowest cost that would be incurred by the Executive in obtaining such benefit himself on an individual basis, and (iiz) payment of such after-tax economic equivalent shall be made quarterly in advance; and
(viii) Immediate vesting of the pay, if any, accrued Companies contribution to his Employee Stock Option Plan
(ix) Other or additional benefits in accordance with applicable plans and owing under this Agreement up programs of the Companies to the date of termination of your employment. On termination of your employment, regardless of the reason for such termination, you shall immediately (and with contemporaneous effect) resign any directorships, offices or other positions that you may hold, if any, in the Company, Parent or any affiliate, unless otherwise agreed in writing by the Company and Parent.
Appears in 1 contract
Termination Without Cause. (This Section P does not apply to a termination without cause that occurs within three (3) months prior to a Change of Control and in relation or connection to that Change of Control or within six (6) months prior to a Change of Control and in relation or connection to that Change of Control or within twelve (12) months of a Change of Control – such terminations are covered by Section M). The Company may terminate your If the Executive’s employment without Cause at any time upon providing you a severance payment in the amount equal to twelve (12) months plus one (1) additional month for every one (1) year of consecutive service with the Company is terminated by the Company (other than for Cause, Disability or Parent, up to a maximum of eighteen (18) months (the “Payment Period”Death), and subject to Appendix A and then the conditions precedent therein. In addition Executive shall be entitled to the severance payment above, in the event of a termination without Cause, the Company will provide you with the following, and, as above, subject to Appendix A and the conditions precedent thereinfollowing benefits:
(i) the Company will shall pay on your behalf to the Executive the following amounts:
(1) in cash within 30 days after the Date of Termination the aggregate of the lump sum of (A) the Executive’s unpaid base salary through the Date of Termination (including, without limitation, the base salary that the Executive elected not to receive during 2002), (B) the product of (x) the annual bonus paid or payable (including any bonus or portion thereof which has been earned but deferred or which the Executive forewent, including specifically for 2002 such bonus that the Executive would otherwise reimburse you have been eligible to receive but for the cost reduction or elimination of bonuses payable to executives of the monthly premiums Company) for you the most recently completed fiscal year and your eligible dependents to continue your health care benefits pursuant under COBRA(y) a fraction, as amended up the numerator of which is the number of days in the current fiscal year through the Date of Termination, and the denominator of which is 365 and (C) the amount of any compensation previously deferred by the Executive (together with any accrued interest or earnings thereon) and any accrued vacation pay, in each case to the earlier of extent not previously paid (I) the end sum of the Payment Periodamounts described in clauses (A), (B), and (C) shall be hereinafter referred to as the “Accrued Obligations”);
(2) in a lump sum in cash within 30 days after the Date of Termination an amount equal to the Executive’s highest annual bonus during the five-year period prior to the Date of Termination; and
(3) an amount equal to the Executive’s highest annual base salary during the five-year period prior to the Date of Termination. The payment of such amount shall, at the Company’s option, be paid either (x) in a lump sum in cash within 30 days after the Date of Termination or (IIy) in equal installments during the date you commence full-12 month period following the Date of Termination in accordance with the Company’s then current payroll practices (as such practices may be amended from time employment;to time).
(ii) for 12 months after the Date of Termination or such longer period as may be provided by the terms of the appropriate plan, program, practice or policy, the Company will pay you an Average Bonus pro-rated for the period of the partial bonus year you actually worked immediately prior shall continue to provide benefits to the termination of your employmentExecutive and the Executive’s family at least equal to those which would have been provided to them if the Executive’s employment had not been terminated, less statutory and other applicable deductions as required. For example, if your last day of work is March 31, you will receive three (3) months of your Average Bonus. If a bonus has not yet been determined for the preceding completed calendar year, the Compensation Committee will first make that determination in the ordinary course using relevant criteria in a manner consistent with prior practice and make its recommendation to the Board so that the Average Bonus can then be determined and paid in accordance with this provision. For claritythe applicable Benefit Plans in effect on the Effective Date or, it if more favorable to the Executive and his family, in effect generally at any time thereafter with respect to other peer executives of the Company and its affiliated companies; provided, however, that if the Executive becomes reemployed with another employer and is expressly agreed that you will not eligible to receive a particular type of benefits (e.g., health insurance benefits) from such employer on terms at least as favorable to the Executive and his family as those being provided by the Company, then the Company shall no longer be entitled required to any bonus whatsoever for any period of time after your last actual day at work, including during provide those particular benefits to the Payment PeriodExecutive and his family;
(iii) to the extent not previously paid or provided, the Company will shall timely pay an amount equal or provide to the contributions Executive any other amounts or benefits required to your retirement savings plan it would have be paid on your behalf for or provided or which the Payment Period.Executive is eligible to receive following the Executive’s termination of employment under any plan, program, policy, practice, contract or agreement of the Company and its affiliated companies (such other amounts and benefits shall be hereinafter referred to as the “Other Benefits”); and
(iv) notwithstanding any provision in for purposes of determining eligibility (but not the Plan time of commencement of benefits) of the Executive for retiree benefits to which the contraryExecutive is entitled, all options and any other deferred compensation granted the Executive shall be considered to you will continue to vest for a period of three (3) have remained employed by the Company until 12 months after the date your employment terminates and all vested stock options and other deferred compensation will be exercisable until the earlier Date of the original expiry day of the stock options and deferred compensation and the date that is six (6) months after the date your employment terminates. Any payments, severance, or other benefits hereunder will be subject to applicable withholdings and deductions. You will not be entitled to receive any further pay or compensation except (i) as expressly set out in this Agreement, and (ii) the pay, if any, accrued and owing under this Agreement up to the date of termination of your employment. On termination of your employment, regardless of the reason for such termination, you shall immediately (and with contemporaneous effect) resign any directorships, offices or other positions that you may hold, if any, in the Company, Parent or any affiliate, unless otherwise agreed in writing by the Company and ParentTermination.
Appears in 1 contract
Sources: Executive Retention Agreement (Storagenetworks Inc)
Termination Without Cause. (This Section P does not apply to a termination without cause that occurs within three (3) months prior to a Change of Control and in relation or connection to that Change of Control or within six (6) months prior to a Change of Control and in relation or connection to that Change of Control or within twelve (12) months of a Change of Control – such terminations are covered If the Employee’s employment by Section M). The Company may terminate your employment without Cause at any time upon providing you a severance payment in the amount equal to twelve (12) months plus one (1) additional month for every one (1) year of consecutive service with the Company is terminated by the Company other than (x) for Cause or Parent, up (y) as a result of an expiration of the Employment Term due to a maximum an election by the Company not to extend the term of eighteen (18) months (the “Payment Period”), and subject to Appendix A and the conditions precedent therein. In addition this Agreement pursuant to the severance payment above, in the event provisions of a termination without CauseSection 2 hereof, the Company will shall pay or provide you the Employee with the following, and, as above, subject to Appendix A and the conditions precedent therein:
(i) the Company will pay on your behalf or otherwise reimburse you for the cost of the monthly premiums for you and your eligible dependents to continue your health care benefits pursuant under COBRA, as amended up to the earlier of (I) the end of the Payment Period, or (II) the date you commence full-time employment;Accrued Benefits; and
(ii) the Company will pay you an Average Bonus pro-rated for the period of the partial bonus year you actually worked immediately prior subject to the termination of your employmentEmployee’s continued compliance with the obligations in Sections 9, less statutory 10 and other applicable deductions as required. For example11 hereof, if your last day of work is March 31, you will receive three (3A) months of your Average Bonus. If a bonus has not yet been determined for the preceding completed calendar year, the Compensation Committee will first make that determination in the ordinary course using relevant criteria in a manner consistent with prior practice and make its recommendation to the Board so that the Average Bonus can then be determined and paid in accordance with this provision. For clarity, it is expressly agreed that you will not be entitled to any bonus whatsoever for any period of time after your last actual day at work, including during the Payment Period;
(iii) the Company will pay an amount equal to the contributions to your retirement savings plan it would have sum of the Employee’s monthly Base Salary rate (but not as an employee), paid on your behalf for in accordance with the Payment Period.
(iv) notwithstanding any provision in regular payroll practices of the Plan to the contrary, all options and any other deferred compensation granted to you will continue to vest Company for a period of three nine (39) months after following such termination and (B) the date your employment terminates Unpaid Annual Bonus (if any), paid in such manner and all vested stock options at such times as the Unpaid Annual Bonus would have otherwise been paid to the Employee without regard to the termination of the Employment Term, and other deferred compensation will be exercisable paid ratably thereafter over the remaining payment schedule for the payments pursuant to clause (A)); provided that to the extent that the payment of any amount constitutes “nonqualified deferred compensation” for purposes of “Code Section 409A” (as defined in Section 21 hereof), any such payment scheduled to occur during the first sixty (60) days following such termination shall not be paid until the earlier sixtieth (60th) day following such termination and shall include payment of any amount that was otherwise scheduled to be paid prior thereto. Payments and benefits provided in this Section 8(e) shall be in lieu of any termination or severance payments or benefits for which the Employee may be eligible under any of the original expiry day plans, policies or programs of the stock options and deferred compensation and Company or under the date that is six (6) months after the date your employment terminates. Any payments, severance, or other benefits hereunder will be subject to applicable withholdings and deductions. You will not be entitled to receive any further pay or compensation except (i) as expressly set out in this Agreement, and (ii) the pay, if any, accrued and owing under this Agreement up to the date Worker Adjustment Retraining Notification Act of termination of your employment. On termination of your employment, regardless of the reason for such termination, you shall immediately (and with contemporaneous effect) resign any directorships, offices or other positions that you may hold, if any, in the Company, Parent 1988 or any affiliate, unless otherwise agreed in writing by the Company and Parentsimilar state statute or regulation.
Appears in 1 contract
Termination Without Cause. At any time the Company shall have the right to terminate the Term of Employment by written notice to the Executive. Upon any termination pursuant to this Section 5.2, or upon any termination pursuant to Section 5.3 or Section 5.4, (This Section P does that is not apply to a termination without cause that under any of Sections 5.1, 5.5 or 5.6), the Company shall (i) pay to the Executive any unpaid Base Salary through the effective date of termination specified in such notice, (ii) continue to pay the Executive’s Base Salary for the remainder of the Initial Term, or the Renewal Term if such termination occurs within three (3) months prior to during a Change of Control and Renewal Term, but in relation or connection to that Change of Control or within six (6) months prior to a Change of Control and in relation or connection to that Change of Control or within twelve (12) months of a Change of Control – such terminations are covered by Section M). The Company may terminate your employment without Cause at any time upon providing you a severance payment in the amount equal to twelve (12) months plus no event less than one (1) additional month for every one (1) year of consecutive service with the Company or Parent, up to a maximum of eighteen (18) months year’s Base Salary (the “Payment Continuation Period”), and subject (iii) continue to Appendix A and provide the conditions precedent therein. In addition to the severance payment above, in the event of a termination without Cause, the Company will provide you Executive with the following, and, as above, subject to Appendix A and benefits he/she was receiving under Section 4.2 hereof (the conditions precedent therein:
(i“Benefits”) the Company will pay on your behalf or otherwise reimburse you for the cost of the monthly premiums for you and your eligible dependents to continue your health care benefits pursuant under COBRA, as amended up to the earlier of (I) through the end of the Payment PeriodContinuation Period in the manner and at such times as the Benefits otherwise would have been payable or provided to the Executive and (iv) within thirty days of Executive’s termination, or (II) pay Executive for any unused vacation days accumulated as of the date you commence full-time employment;
(ii) of termination. In the event that the Company will pay you an Average Bonus pro-rated is unable to provide the Executive with any Benefits required hereunder by reason of the termination of the Executive’s employment pursuant to this Section 5.2, then the Company shall make a cash payment, within thirty days of Executive’s termination, equal to the value of the Benefits that otherwise would have accrued for the Executive’s benefit under the plan, for the period during which such Benefits could not be provided under the plans. The Company’s good faith determination of the partial bonus year you actually worked immediately prior amount that would have been contributed or the value of any Benefits that would have accrued under any plan shall be binding and conclusive on the Executive. For this purpose, the Company may use as the value of any Benefit the cost to the termination Company of your employment, less statutory and other applicable deductions as requiredproviding that Benefit to the Executive. For exampleFurther, if your last day of work Executive is March 31terminated without cause under this Section 5.2, you will receive three (3) months of your Average Bonus. If a bonus has not yet been determined for then the preceding completed calendar year, the Compensation Committee will first make that determination in the ordinary course using relevant criteria in a manner consistent with prior practice and make its recommendation to the Board so that the Average Bonus can then be determined and paid in accordance with this provision. For clarity, it is expressly agreed that you will not be entitled to any bonus whatsoever for any period of time after your last actual day at work, including during the Payment Period;
(iii) the Company will pay an amount equal to the contributions to your retirement savings plan it would have paid on your behalf for the Payment Period.
(iv) notwithstanding any provision in the Plan to the contrary, all options and any other deferred compensation granted to you will continue to vest for a period of three (3) months after the date your employment terminates and all vested stock options and other deferred compensation will be exercisable until the earlier of the original expiry day of the stock options and deferred compensation and the date that is six (6) months after the date your employment terminates. Any payments, severance, or other benefits hereunder will be subject to applicable withholdings and deductions. You will not be entitled to receive any further pay or compensation except (i) as expressly set out in this Agreement, and (ii) the payExecutive’s Equity Awards, if any, accrued and owing under this Agreement up shall immediately vest notwithstanding any other provisions of such Equity Award Agreements to the contrary. The Company shall have no further liability hereunder (other than for reimbursement for reasonable business expenses incurred prior to the date of termination of your employment. On termination of your employment, regardless of the reason for such termination, you shall immediately (and with contemporaneous effect) resign any directorshipssubject, offices or other positions that you may holdhowever, if anyto the provisions of Section 4.1). For all purposes under this Agreement, in the Company, Parent or any affiliate, unless otherwise agreed in writing failure by the Company to offer to renew the Agreement following the expiration of the Initial Term or any Renewal Term on the same terms and Parentconditions hereunder shall be treated as if the Company terminated this Agreement pursuant to this Section 5.2.
Appears in 1 contract
Termination Without Cause. In the event the Company terminates the Executive’s employment with the Company without Cause (This as such term is defined in Section P does not apply 5(c) below), the Company shall pay to the Executive (a) a termination without cause that occurs within three single lump sum amount (3net of any required withholding) months prior equal to one and a Change half times the sum of Control and in relation or connection to that Change of Control or within six (6) months prior to a Change of Control and in relation or connection to that Change of Control or within twelve (12) months of a Change of Control – such terminations are covered by Section M). The Company may terminate your employment without Cause monthly base salary (at any time upon providing you a severance payment the highest monthly base salary rate in effect for the Executive in the amount equal twelve month period prior to twelve (12) months plus one (1) additional month for every one (1) year the termination of consecutive service with the Company or Parent, up to a maximum of eighteen (18) months (the “Payment Periodhis employment)(“Base Salary”), and subject to Appendix A and the conditions precedent therein. In addition (b) a single lump sum amount (net of any required withholding) equal to the severance payment abovepro rata share of the bonus that would otherwise have been payable to the Executive pursuant to the Company’s Management Incentive Plan (the Management Incentive Plan, in the event of a termination without Causeas amended, or any successor bonus plan thereto, the Company will provide you with “MIP”) during the followingfiscal year in which the termination occurs had his employment not been terminated by the Company, and, as above, subject to Appendix A and the conditions precedent therein:
(i) the Company will pay based on your behalf or otherwise reimburse you for the cost of the monthly premiums for you and your eligible dependents to continue your health care benefits pursuant under COBRA, as amended up to the earlier of (I) the end of the Payment Period, or (II) the date you commence full-time employment;
(ii) the Company will pay you an Average Bonus pro-rated for the period of the partial bonus year you actually worked arrangements in effect immediately prior to the termination of your his employment, less statutory and other applicable deductions as required. For examplesuch pro rata share to be calculated from the beginning of the fiscal year in which the termination occurs through the date of termination (which, subject to Section 5(h) below, shall be paid within ten business days after the payment of bonuses, if your last day of work is March 31any, you will receive three (3) months of your Average Bonus. If a bonus has not yet been determined to the Company’s executive officers pursuant to the MIP for the preceding completed calendar yearyear in which the termination occurred); provided, the Compensation Committee will first make however, that determination in the ordinary course using relevant criteria in a manner consistent with prior practice and make its recommendation such pro rata bonus shall only be payable to the Board so that the Average Bonus can then be determined extent of, and paid in accordance with this provision. For claritywith, it is expressly agreed that you will not be entitled to any bonus whatsoever for any period of time after your last actual day at work, including during the Payment Period;
(iii) the Company will pay an amount equal to the contributions to your retirement savings plan it would have paid on your behalf for the Payment Period.
(iv) notwithstanding any provision in the Plan to the contrary, all options and any other deferred compensation granted to you will continue to vest for a period of three (3) months after the date your employment terminates and all vested stock options and other deferred compensation will be exercisable until the earlier of the original expiry day of the stock options and deferred compensation and the date that is six (6) months after the date your employment terminates. Any payments, severance, or other benefits hereunder will be subject to applicable withholdings and deductions. You will not be entitled to receive any further pay or compensation except (i) as expressly set out in this Agreementthe Company’s determination that the Company’s and the Executive’s MIP performance goals have been satisfied, and (ii) the payCompany’s determination to pay bonuses to its executive officers, if anyfor the fiscal year in which the termination occurs, accrued and owing under this Agreement up (c) notwithstanding anything to the date of termination of your employment. On termination of your employmentcontrary set forth in the offer letter between the Executive and the Company dated February 22, regardless 2017 (the “Offer Letter”), a lump sum amount equal to the second installment of the reason for such termination, you shall immediately Executive’s sign-on bonus (and with contemporaneous effectnet of any required withholding) resign any directorships, offices or other positions that you may hold, if any, in to the Company, Parent or any affiliate, unless otherwise agreed in writing by extent unpaid as of the Company and Parent.termination date (the “Sign-On Bonus”);”
Appears in 1 contract
Sources: Change of Control/Severance Agreement (Parexel International Corp)
Termination Without Cause. (This Section P does not apply to a termination without cause that occurs within three (3) months prior to a Change of Control and in relation or connection to that Change of Control or within six (6) months prior to a Change of Control and in relation or connection to that Change of Control or within twelve (12) months of a Change of Control – such terminations are covered by Section M). The Company may terminate your employment without Cause at any time upon providing you a severance payment in If, during the amount equal to twelve (12) months plus one (1) additional month for every one (1) year of consecutive service with the Company or Parent, up to a maximum of eighteen (18) months (the “Payment Employment Period”), and subject to Appendix A and the conditions precedent therein. In addition to the severance payment above, in the event of a termination without Cause, the Company will provide you with terminates the followingemployment of the Executive hereunder for any reason other than a reason set forth in Section 4(a), and, as above, subject to Appendix A and the conditions precedent therein:4(b) or 4(c):
(i) concurrent with such termination, the Company will shall pay on your behalf or otherwise reimburse you for to the cost of the monthly premiums for you and your eligible dependents Executive an amount equal to continue your health care benefits pursuant under COBRA, as amended his accrued Base Salary up to the earlier date of termination, prorated Bonus (I) based on the end same percentage of accrued Base Salary as compared to the annual Base Salary multiplied times the average of the Payment Periodannual Bonuses paid to the Executive for the three fiscal years of the Company preceding such termination of employment) and any amounts payable pursuant to the Supplemental Retirement Plan, or (II) in each case accrued through the date you commence full-time employmentof termination;
(ii) the Company will shall continue to pay you an Average the Executive his Base Salary, average Bonus (based on the average of the annual Bonuses paid to the Executive for the three fiscal years of the Company preceding such termination of employment divided by the applicable pay period (said Base Salary and average bonus being payable pro-rated rata to the Executive on the Company's usual payroll dates)) and all other benefits which would otherwise be payable hereunder for the a period of twelve months if the partial bonus effective date of the termination of the Executive's employment with the Company under this Section 4(d) occurs at least one year you actually worked immediately after the Executive's Date of Hire and for a period of twenty-four months if the effective date of the termination of the Executive's employment with the Company under this Section 4(d) occurs at least five years after the Executive's Date of Hire; provided, however, that if, prior to the termination end of your employmentsuch period, the Executive shall obtain employment with another employer, the amounts otherwise payable pursuant to this clause (ii) shall be reduced by the amount of compensation earned by the Executive from his or her new employment during such period (except that in no event shall any such reduction result in the Executive receiving an amount pursuant to this clause (ii) that would be less statutory than the amount the Executive would have earned if his Base Salary, average Bonus and other applicable deductions as required. For example, if your last day of work is March 31, you will receive three (3) months of your Average Bonus. If benefits had been continued for a bonus has not yet been determined for the preceding completed calendar year, the Compensation Committee will first make that determination in the ordinary course using relevant criteria in a manner consistent with prior practice and make its recommendation to the Board so that the Average Bonus can then be determined and paid in accordance with this provision. For clarity, it is expressly agreed that you will not be entitled to any bonus whatsoever for any period of time after your last actual day at work, including during the Payment Periodsix months following such termination);
(iii) the Company will pay an amount equal Executive shall be entitled to the contributions any amounts owing but not yet paid pursuant to your retirement savings plan it would have paid on your behalf for the Payment Period.Section 3(e);
(iv) notwithstanding any provision in the Plan to the contrary, all options and any other deferred compensation granted to you will continue to vest for a period of three (3) months after the date your employment terminates and all vested stock options and other deferred compensation will be exercisable until the earlier of the original expiry day of the stock options and deferred compensation and the date that is six (6) months after the date your employment terminates. Any payments, severance, or other benefits hereunder will be subject to applicable withholdings and deductions. You will not Executive shall be entitled to receive any further pay or compensation except his rights to indemnification under Section 5 hereof; and
(i) as expressly set out in this Agreement, and (iiv) the pay, if any, accrued and owing under this Agreement up to Executive's vested Options shall be exercisable for one year from the date of termination of your employment. On termination of your Executive's employment, regardless but in no event beyond the term of the reason for such termination, you shall immediately (and with contemporaneous effect) resign any directorships, offices or other positions that you may hold, if any, in the Company, Parent or any affiliate, unless otherwise agreed in writing by the Company and ParentOptions.
Appears in 1 contract
Termination Without Cause. Any termination of employment by the CEO other than termination for cause, including but not limited to, the Company's failure to renew or extend this Agreement pursuant to Paragraph 2, (This Section P does which shall be deemed termination without cause), shall not apply prejudice the Employee's right to a compensation or other benefits under this Agreement. The parties acknowledge and agree that damages which will result to Employee for termination without cause that occurs within three shall be extremely difficult or impossible to establish or prove, and agree that, unless the termination is for cause, the Company shall be obligated to make a payment to the Employee as liquidated damages in an amount equal to the greater of (3A) months prior to a Change of Control and one year's minimum annual salary as set forth in relation or connection to that Change of Control or within six Section 4 hereof, (6B) months prior to a Change of Control and in relation or connection to that Change of Control or within the Employee's total compensation hereunder for the twelve (12) months preceding the termination and (C) If during the initial term, the then remaining number of a Change months minimum salary as set forth in Section 4 hereof, provided, however, that in the event that the Company fails to renew or extend this Agreement and the Employee's employment continues, then the amount payable to Employee hereunder shall not be paid until the cessation of Control – Employee's employment. Employee agrees that, except for such terminations are covered other payments and benefts to which the Employee may be entitled as expressly provided by Section M)the terrns of this Agreement, such liquidated damages shall be in lieu of all other claims, demands or causes of action which Employee may make by reason of such termination. The Company liquidated damages amount shall not be reduced by any compensation which the Employee may terminate your receive for any other employment without Cause at any time upon providing you with another employer after termination of his employment with the Company. At the election of the Company, the payment of such liqluidated damages shall be made either by a severance lump sum payment in on the amount equal to twelve (12) months plus one (1) additional month for every one (1) year Employee's last day of consecutive service employment with the Company or Parent, up to a maximum of eighteen (18) months (over the “Payment Period”), and subject to Appendix A and the conditions precedent therein. In addition to the severance payment above, in the event of a termination without Cause, the Company will provide you with the following, and, as above, subject to Appendix A and the conditions precedent therein:
(i) the Company will pay on your behalf or otherwise reimburse you for the cost course of the monthly premiums for you and your eligible dependents to continue your health care benefits pursuant under COBRA, as amended up to the earlier of (I) the end of the Payment Period, or (II) the date you commence full-time employment;
(ii) the Company will pay you an Average Bonus pro-rated for the period of the partial bonus year you actually worked immediately prior to the termination of your employment, less statutory and other applicable deductions as required. For example, if your last day of work is March 31, you will receive three (3) next twelve months of your Average Bonus. If a bonus has not yet been determined for the preceding completed calendar year, the Compensation Committee will first make that determination in the ordinary course using relevant criteria in a manner consistent with prior practice and make its recommendation to the Board so that the Average Bonus can then be determined and paid equal bimonthly payments in accordance with the Company's then standard payroll policies and practices. Such bimonthly payments shall be made by wire transfer to the bank account designated by the Employee. The Company's failure to make each and every payment when due and the continuance thereof for a penod of five (5) days shall be a material breach of this provision. For clarity, it is expressly agreed that you will not Agreement and the Employee shall be entitled to any bonus whatsoever for any period of time after your last actual day at work, including during the Payment Period;
(iii) the Company will pay an amount equal to the contributions to your retirement savings plan it would have paid on your behalf for the Payment Perioddemand and receive in a lump sum all unpaid liqulidated darnages.
(iv) notwithstanding any provision in the Plan to the contrary, all options and any other deferred compensation granted to you will continue to vest for a period of three (3) months after the date your employment terminates and all vested stock options and other deferred compensation will be exercisable until the earlier of the original expiry day of the stock options and deferred compensation and the date that is six (6) months after the date your employment terminates. Any payments, severance, or other benefits hereunder will be subject to applicable withholdings and deductions. You will not be entitled to receive any further pay or compensation except (i) as expressly set out in this Agreement, and (ii) the pay, if any, accrued and owing under this Agreement up to the date of termination of your employment. On termination of your employment, regardless of the reason for such termination, you shall immediately (and with contemporaneous effect) resign any directorships, offices or other positions that you may hold, if any, in the Company, Parent or any affiliate, unless otherwise agreed in writing by the Company and Parent.
Appears in 1 contract
Sources: Employment Agreement (Amnex Inc)
Termination Without Cause. (This Section P does not apply to a termination without cause that occurs within three (3) months prior to a Change of Control and in relation or connection to that Change of Control or within six (6) months prior to a Change of Control and in relation or connection to that Change of Control or within twelve (12) months of a Change of Control – such terminations are covered by Section M). The Company may terminate your In the event the Executive’s employment without Cause at any time upon providing you a severance payment in the amount equal to twelve (12) months plus one (1) additional month for every one (1) year of consecutive service with the Company or Parent, up is terminated without Cause (which termination shall be effective as of the date specified by the Company in a written notice to a maximum of eighteen (18) months (the “Payment Period”Executive), and subject other than due to Appendix A and the conditions precedent therein. In addition to the severance payment abovedeath or Disability, or in the event there is a Resignation Following No Offer of a termination without CauseComparable Employment (as defined above), then subject to Sections 8(j) and 15 below, the Company will provide you with the following, and, as above, subject Executive shall be entitled to Appendix A and the conditions precedent thereinhis sole remedies under this Agreement shall be:
(i) Base Salary through the Company will pay on your behalf or otherwise reimburse you for the cost date of termination of the monthly premiums for you and your eligible dependents to continue your health care benefits pursuant under COBRAExecutive’s employment, as amended up to which shall be paid in a single lump sum not later than 15 days following the earlier Executive’s termination of (I) the end of the Payment Period, or (II) the date you commence full-time employment;
(ii) $95,000.00 payable in a cash lump sum promptly following the Company will pay you an Average Bonus pro-rated for the period of the partial bonus year you actually worked immediately prior to the Executive’s termination of your employment, less statutory employment plus a pro rata retention bonus determined by multiplying the next scheduled retention bonus payable under Section 5(b) by a fraction the numerator of which is the number of days the Executive is employed since the previous retention bonus paid pursuant to Section 5(b) and other applicable deductions as required. For example, if your the denominator of which is the number of days between the last day of work is March 31, you will receive three (3) months of your Average Bonus. If a retention bonus has not yet been determined for payment and the preceding completed calendar year, the Compensation Committee will first make that determination in the ordinary course using relevant criteria in a manner consistent with prior practice and make its recommendation to the Board so that the Average Bonus can then be determined and paid in accordance with this provision. For clarity, it is expressly agreed that you will not be entitled to any next scheduled retention bonus whatsoever for any period of time after your last actual day at work, including during the Payment Periodpayment.;
(iii) pro rata incentive award for any incomplete performance period of the Company will pay an amount year in which the Executive’s employment termination occurs, assuming that the Executive would have received award(s) equal to 100% of the contributions to your retirement savings plan it would have paid on your behalf target award for the Payment Period.such performance period for any incomplete performance period, which shall be payable in a lump sum promptly (but in no event later than 15 days) after his employment termination;
(iv) notwithstanding immediate vesting of any provision in the Plan matching grant under STEP and distribution of all deferred shares and matching shares, without restrictions, that are credited to the contrary, all options and any other deferred compensation granted to you will continue to vest for a period Executive as of three (3) months after the date your of employment terminates and termination;
(v) immediate vesting of all vested outstanding stock options and other deferred compensation will the right to exercise such stock options during the Severance Period or for the remainder of the exercise period, if less;
(vi) the balance of any incentive awards earned (but not yet paid), which shall be exercisable paid in a single lump sum not later than 15 days following the date of the Executive’s employment termination
(vii) provided the Executive timely elects COBRA coverage, continuation of medical and dental coverage during the Severance Period (or, if earlier, until the earlier time the Executive becomes eligible to participate in another group plan providing such coverage by reason of subsequent employment) on the original expiry day of the stock options same terms and deferred compensation and the date that is six (6) months after the date your employment terminates. Any payments, severance, or other benefits hereunder will be subject to applicable withholdings and deductions. You will not be entitled to receive any further pay or compensation except (i) conditions as expressly set out described in this Agreement, and (ii) the pay. The foregoing benefits shall terminate at such time, if any, accrued as the Executive begins participation in the Company’s retiree medical program. If, during the period of coverage under the first sentence of this subsection, (A) the Company’s medical and/or dental plans or programs cease to exist including due to the Company’s (or a successor’s) failure to maintain any such plan or program, or (B) if while the Executive is participating in the retiree medical program, the Company terminates such program, then for the remainder of such period, the Company shall pay to the Executive a cash amount on an after-tax basis equal to the Company’s cost of providing medical and owing under this Agreement up dental coverage to the Executive prior to the date the Executive’s employment terminated, as long as the Executive provides evidence to the Company that he has actually obtained such coverage. Such cash amount shall be paid to the Executive quarterly in advance of termination the date the premiums are due;
(viii) continued life insurance coverage during the Severance Period pursuant to the Company’s plans or, at the Company’s option, pursuant to an election by the Executive to convert such life insurance to portable term insurance. The Company shall pay the premiums associated with such insurance on the same terms and conditions as described in this Agreement. The Executive shall complete such paperwork and obtain such physical examinations as shall be necessary for the Company to obtain any coverage under this paragraph. If, during the Severance Period, the Executive becomes eligible to participate in another group plan providing life insurance coverage by reason of your employment. On termination of your subsequent employment, regardless the Executive’s entitlement under this subsection will terminate in accordance with the transition of the reason for such termination, you shall immediately (and with contemporaneous effect) resign any directorships, offices or other positions that you may hold, if any, coverage provisions in the Company, Parent ’s policies; and
(ix) other or any affiliate, unless otherwise agreed additional benefits then due or earned in writing by accordance with applicable plans and programs of the Company and ParentCompany.
Appears in 1 contract
Sources: Employment Agreement (Footstar Inc)
Termination Without Cause. If the Board of Directors terminates this Employment Agreement except where based upon one or more of the causes set forth in subparagraphs (This Section P does not apply a) through (e) above, or if there is any material reduction of the responsibilities of the Employee without the Employee's express written consent, then the Employer shall pay and the Employee shall be entitled to a termination without cause (i) the immediate payment of all salary and bonuses accrued but unpaid to the date of termination; and (ii) the immediate payment of the unpaid amount of base salary payable to the Employee during the remaining portion of the term of this Agreement; provided, however, that occurs within three (3) months prior in no event shall this payment be equal to a Change of Control and in relation or connection to that Change of Control or within six (6) months prior to a Change of Control and in relation or connection to that Change of Control or within less than twelve (12) months months' salary; and (iii) the immediate payment of all future bonus salary when earned and otherwise payable to the Employee if the termination or reduction of the responsibilities had not occurred; and (iv) Option 1 and Option 2 as provided in paragraph 3(c) above, shall continue to be exercisable until their respective dates, including the right to receive loan proceeds to exercise any option; provided, however, that stock Option 1 shall be deemed immediately vested in full; and (v) all health and life insurance premiums for the Employee required to maintain the same or comparable benefits coverage shall be promptly paid when due by the Employer for a Change period of Control – such terminations are covered by Section M). The Company may terminate your employment without Cause at any time upon providing you a severance payment in the amount equal to twelve (12) months plus one (1) additional month for every one (1) year from the date of consecutive service with the Company or Parent, up to a maximum of eighteen (18) months (the “Payment Period”), and subject to Appendix A and the conditions precedent thereintermination. In addition any event, the involuntary termination or reduction of responsibilities of Employee's employment under this Agreement may only be made pursuant to the severance payment above, in lawful action of the event Bank's Board of a termination without CauseDirectors. If the stockholders' equity of Newb▇▇▇▇ ▇▇▇ls below 3% of total consolidated assets, the Company amount of all future salary, stock and bonuses payable to the Employee will provide you be immediately placed by Newb▇▇▇▇ ▇▇ an escrow account with an escrow agent and under such terms and conditions as are reasonably satisfactory to the following, andEmployee and Newb▇▇▇▇ ▇▇▇ the future benefit, as aboveearned, subject to Appendix A and the conditions precedent therein:
(i) the Company will pay on your behalf or otherwise reimburse you for the cost of the monthly premiums for you and your eligible dependents to continue your health care benefits pursuant under COBRA, as amended up to Employee. Newb▇▇▇▇ ▇▇▇ll provide the earlier of (I) Employee with updated quarterly financial statements within 45 days after the end of each calendar quarter and within 90 days after the Payment Period, or (II) the date you commence full-time employment;
(ii) the Company will pay you an Average Bonus pro-rated for the period end of each fiscal year of Newb▇▇▇▇ ▇▇▇ promptly provide Employee with a copy of all audited and/or reviewed financial statements. Failure by Newb▇▇▇▇ ▇▇ comply with any of the partial bonus year you actually worked immediately prior to foregoing provisions shall constitute a material breach by the termination Employer of your employment, less statutory and other applicable deductions as required. For example, if your last day of work is March 31, you will receive three (3) months of your Average Bonus. If a bonus has not yet been determined for the preceding completed calendar year, the Compensation Committee will first make that determination in the ordinary course using relevant criteria in a manner consistent with prior practice and make its recommendation to the Board so that the Average Bonus can then be determined and paid in accordance with this provision. For clarity, it is expressly agreed that you will not be entitled to any bonus whatsoever for any period of time after your last actual day at work, including during the Payment Period;
(iii) the Company will pay an amount equal to the contributions to your retirement savings plan it would have paid on your behalf for the Payment Period.
(iv) notwithstanding any provision in the Plan to the contrary, all options and any other deferred compensation granted to you will continue to vest for a period of three (3) months after the date your employment terminates and all vested stock options and other deferred compensation will be exercisable until the earlier of the original expiry day of the stock options and deferred compensation and the date that is six (6) months after the date your employment terminates. Any payments, severance, or other benefits hereunder will be subject to applicable withholdings and deductions. You will not be entitled to receive any further pay or compensation except (i) as expressly set out in this Agreement, and (ii) the pay, if any, accrued and owing under this Agreement up to the date of termination of your employment. On termination of your employment, regardless of the reason for such termination, you shall immediately (and with contemporaneous effect) resign any directorships, offices or other positions that you may hold, if any, in the Company, Parent or any affiliate, unless otherwise agreed in writing The Bank will directly pay all legal costs incurred by the Company Employee in connection with the negotiation, review and Parentexecution of this Agreement.
Appears in 1 contract
Sources: Employment Agreement (Ouimet Mark)
Termination Without Cause. At any time the Company shall have the right to terminate the Term of Employment by written notice to the Executive. Upon any termination pursuant to this Section 5.4 (This Section P does that is not apply to a termination without cause that occurs within three under any of Sections 5.1, 5.2, 5.3, or 5.5), the Company shall (3i) months prior pay to the Executive any unpaid Base Salary through the effective date of termination specified in such notice, (ii) continue to pay the Executive’s Base Salary for a Change period of Control and in relation or connection to that Change of Control or within six (6) months prior to a Change of Control and in relation or connection to that Change of Control or within twelve (12) months from notice of a Change of Control – such terminations are covered by Section M). The Company may terminate your employment without Cause at any time upon providing you a severance payment termination hereunder payable in the amount equal to twelve (12) months plus one (1) additional month for every one (1) year of consecutive service installments consistent with the Company or ParentCompany’s normal payroll schedule, up subject to a maximum of eighteen (18) months applicable withholding and other taxes (the “Payment Continuation Period”), and subject (iii) continue to Appendix A and provide the conditions precedent therein. In addition to the severance payment above, in the event of a termination without Cause, the Company will provide you Executive with the following, and, as above, subject to Appendix A benefits she was receiving under Sections 4.2 and 4.4 hereof (the conditions precedent therein:
(i“Benefits”) the Company will pay on your behalf or otherwise reimburse you for the cost of the monthly premiums for you and your eligible dependents to continue your health care benefits pursuant under COBRA, as amended up to the earlier of (I) through the end of the Payment Period, Continuation Period in the manner and at such times as the Benefits otherwise would have been payable or (II) provided to the date you commence full-time employment;
(ii) Executive. In the event that the Company will is unable to provide the Executive with any Benefits required hereunder by reason of the termination of the Executive’s employment pursuant to this Section 5.4, then the Company shall pay you an Average Bonus pro-rated the Executive cash equal to the value of the Benefit that otherwise would have accrued for the Executive’s benefit under the plan, for the period during which such Benefits could not be provided under the plans. The Company’s good faith determination of the partial bonus year you actually worked immediately prior amount that would have been contributed or the value of any Benefits that would have accrued under any plan shall be binding and conclusive on the Executive. For this purpose, the Company may use as the value of any Benefit the cost to the termination Company of your employment, less statutory and other applicable deductions as required. For example, if your last day of work is March 31, you will receive three (3) months of your Average Bonus. If a bonus has not yet been determined for the preceding completed calendar year, the Compensation Committee will first make providing that determination in the ordinary course using relevant criteria in a manner consistent with prior practice and make its recommendation Benefit to the Board so that the Average Bonus can then be determined and paid in accordance with this provisionExecutive. For clarity, it is expressly agreed that you will not be entitled to any bonus whatsoever The Company shall have no further liability hereunder (other than for any period of time after your last actual day at work, including during the Payment Period;
(iiix) the Company will pay an amount equal to the contributions to your retirement savings plan it would have paid on your behalf reimbursement for the Payment Period.
(iv) notwithstanding any provision in the Plan to the contrary, all options and any other deferred compensation granted to you will continue to vest for a period of three (3) months after the date your employment terminates and all vested stock options and other deferred compensation will be exercisable until the earlier of the original expiry day of the stock options and deferred compensation and the date that is six (6) months after the date your employment terminates. Any payments, severance, or other benefits hereunder will be subject to applicable withholdings and deductions. You will not be entitled to receive any further pay or compensation except (i) as expressly set out in this Agreement, and (ii) the pay, if any, accrued and owing under this Agreement up reasonable business expenses incurred prior to the date of termination, subject, however, to the provisions of Section 4.1, and (y) payment of compensation for unused vacation days that have accumulated during the calendar year in which such termination of your employmentoccurs). On termination of your employmentFor all purposes under this Agreement, regardless the failure by Company to offer to renew the Agreement following the expiration of the reason for such termination, you shall immediately (and with contemporaneous effect) resign any directorships, offices or other positions that you may hold, if any, in the Company, Parent Initial Term or any affiliate, unless otherwise agreed in writing by Renewal Term on the same terms and conditions hereunder shall not be treated as if the Company and Parentterminated this Agreement pursuant to this Section 5.4.
Appears in 1 contract
Sources: Employment Agreement (Health Systems Solutions Inc)
Termination Without Cause. The Company shall have the right, upon ninety (This Section P does not apply 90) days’ prior written notice given to a termination without cause that occurs within three the Executive, to terminate the Executive’s employment for any reason whatsoever (3except for Cause (as defined below) months prior to a Change of Control and in relation or connection to that Change of Control or within six (6) months prior to a Change of Control and in relation or connection to that Change of Control or within twelve (12) months of a Change of Control – such terminations are which is covered by Section M3(d)). The Company may terminate your employment without Cause at any time upon providing you a severance payment in the amount equal to twelve (12) months plus one (1) additional month for every one (1) year of consecutive service with the Company or Parent, up to a maximum of eighteen (18) months (the “Payment Period”), and subject to Appendix A and the conditions precedent therein. In addition to the severance payment above, in the event of a such termination, the Company shall have no further obligations hereunder, except that the Executive shall be entitled to (i) receive any accrued but unpaid salary and other amounts to which the Executive otherwise is entitled hereunder prior to the date of her termination without Cause, paid in accordance with Section 3(a) and other applicable payment provisions herein; (ii) receive bonus compensation earned but not paid under Section 3(b) hereof that relates to any fiscal year ended prior to the Company will provide you date of her termination without Cause, paid in accordance with the following, and, as above, subject to Appendix A and the conditions precedent therein:
Section 3(b) hereof; (iiii) the Company will pay on your behalf or otherwise reimburse you for the cost receive a pro-rata portion of the monthly premiums for you and your eligible dependents annual bonus payout that the Executive would have been entitled to continue your health care benefits pursuant under COBRA, as amended up to the earlier of (I) receive had she remained in employment through the end of the Payment Periodfiscal year during which the termination without Cause occurred, or (II) based on the date you commence full-time employment;
(ii) the Company will pay you an Average Bonus pro-rated for the period portion of the partial bonus fiscal year you actually worked immediately that has elapsed prior to the termination of your employmentsuch termination, less statutory and other applicable deductions as required. For example, if your last day of work is March 31, you will receive three (3) months of your Average Bonus. If a bonus has not yet been determined for the preceding completed calendar year, the Compensation Committee will first make that determination in the ordinary course using relevant criteria in a manner consistent with prior practice and make its recommendation to the Board so that the Average Bonus can then be determined and paid in accordance with this provision. For claritySection 3(b) hereof (provided, it is expressly agreed that you will such payment shall not be entitled to any bonus whatsoever for any period of time after your last actual day at work, including during the Payment Period;
(iii) the Company will pay an amount equal made prior to the contributions to your retirement savings plan it would have paid on your behalf for sixtieth (60th) day following the Payment Period.
Executive’s date of termination); (iv) notwithstanding any provision receive as damages (A) for a period ending on a date two (2) years from the date of termination without Cause, in accordance with the Plan regular payroll policies of the Company in effect from time to time, her Base Salary as established under and paid in accordance with Section 3(a) hereof and (B) bonus compensation equal to fifty percent (50%) of the average of the actual annual bonuses (or target bonus, if the Executive has not yet received an actual bonus) paid or payable to the contraryExecutive under the Bonus Plan during the past two (2) completed fiscal years paid in accordance with Section 3(b) and Section 6(j)(i) hereof (provided, all options and any other deferred compensation granted that such payment shall not be made prior to you will continue to vest the sixtieth (60th) day following the Executive’s date of termination); (v) receive reimbursement for financial counseling services under Section 5(b) hereof for a period of three two (32) months after years from the date your employment terminates and all vested stock options and other deferred compensation will of termination, paid in accordance with Section 5(b) hereof (provided, that no such payment shall be exercisable until made prior to the earlier sixtieth (60th) day following the Executive’s date of the original expiry day of the stock options and deferred compensation and the date that is six (6) months after the date your employment terminates. Any payments, severance, or other benefits hereunder will be subject to applicable withholdings and deductions. You will not be entitled to receive any further pay or compensation except (i) as expressly set out in this Agreement, termination); and (iivi) the pay, if any, accrued and owing under this Agreement up to participate for a period ending on a date two (2) years from the date of termination of your employment. On termination of your employmentwithout Cause (the “Without Cause Continuation Period”), regardless to the extent permitted by applicable law and regulations and the applicable benefit plan, program or arrangement, in any and all qualified and non-qualified pension and qualified retirement savings, healthcare, life insurance and accidental death and dismemberment insurance benefit plans, programs or arrangements, on terms identical to those applicable to full-term senior officers of the reason for such termination, you shall immediately (Company. Because continued participation in any qualified pension and with contemporaneous effect) resign any directorships, offices or other positions that you may hold, if any, in the Company, Parent or any affiliate, unless otherwise agreed in writing by qualified retirement savings plans of the Company is not permitted during the Without Cause Continuation Period, the Company shall provide to the Executive, subject to Section 6(j), a lump sum cash payment, to be paid within 60 days after the end of the Without Cause Continuation Period, equal to the Pension Replacement Payment (as defined in Section 6(a)) with respect to the Without Cause Continuation Period (provided, that such payments shall not commence prior to the sixtieth (60th) day following the Executive’s date of termination). Notwithstanding the above, any amounts payable under this Section 6(c) that are separation pay as described under Treas. Reg. §1.409A-1(b)(9)(iii)(A) shall be paid no later than December 31 of the second calendar year following the year in which the Executive’s termination pursuant to this section 6(c) occurs; any amounts payable under this Section 6(c) that are not otherwise exempt from Code section 409A are subject to, and Parentpayable in accordance with, Section 6(j) of this Agreement. Except as otherwise provided in this Section 6(c), the Company will have no further obligations under Sections 3, 4 and 5 hereof or otherwise. In the event of termination pursuant to this Section 6(c), the Executive shall not be required to mitigate her damages hereunder.
Appears in 1 contract
Termination Without Cause. (This Section P does not apply to a termination without cause that occurs within three (3) months prior to a Change of Control and in relation or connection to that Change of Control or within six (6) months prior to a Change of Control and in relation or connection to that Change of Control or within twelve (12) months of a Change of Control – such terminations are covered by Section M). The Company may shall have the right to terminate your employment without Cause at any time upon providing you a severance payment in the amount equal to twelve Term of Employment by written notice not less than thirty (1230) months plus one (1) additional month for every one (1) year of consecutive service with the Company or Parent, up to a maximum of eighteen (18) months (the “Payment Period”), and subject to Appendix A and the conditions precedent therein. In addition to the severance payment above, in the event of a termination without Cause, the Company will provide you with the following, and, as above, subject to Appendix A and the conditions precedent therein:
(i) the Company will pay on your behalf or otherwise reimburse you for the cost of the monthly premiums for you and your eligible dependents to continue your health care benefits pursuant under COBRA, as amended up to the earlier of (I) the end of the Payment Period, or (II) the date you commence full-time employment;
(ii) the Company will pay you an Average Bonus pro-rated for the period of the partial bonus year you actually worked immediately days prior to the termination date, to the Executive. Upon any termination pursuant to this Section 5.4 (that is not a termination under any of your employmentSections 5.1, less statutory and other applicable deductions as required. For example5.2, 5.3 or 5.5, the Company shall (i) pay to the Executive on the termination date unpaid Base Salary, if your last day any, through the date of work is March 31termination specified in such notice, you will receive three (3ii) months of your Average Bonus. If a bonus has not yet been determined for the preceding completed calendar year, the Compensation Committee will first make that determination in the ordinary course using relevant criteria in a manner consistent with prior practice and make its recommendation pay to the Board so that Executive the Average Bonus can then be determined and paid in accordance with this provision. For clarityaccrued but unpaid Incentive Compensation, it is expressly agreed that you will not be entitled to any bonus whatsoever if any, for any period Bonus Period ending on or before the date of the termination of the Executive's employment with the Company, at the time after your last actual day at workprovided in Section 3.2a, including during the Payment Period;
(iii) pay to the Company will pay an amount Executive on the termination date a lump sum payment equal to one and one-halt (1 ½) times the contributions to your retirement savings plan it would have paid on your behalf sum of (x) his Base Salary as of the date of his termination and (y) the accrued but unpaid Bonus for the Payment Period.
year in which such termination occurs, (iv) notwithstanding any provision in the Plan to the contrary, all options and any other deferred compensation granted to you will continue to vest provide the Executive with the benefits under Sections 4.2 and 4.4 hereof (the "Benefits") for a period of three (3) months after years immediately following the date your employment terminates of his termination in the manner and all vested stock options and other at such times the benefits would have been provided to the Executive; (v) pay to the Executive as a single lump sum payment, within 30 days of the date of termination, a lump sum benefit equal to the value of the portion of his benefits under any savings, pension, profit sharing or deferred compensation will be exercisable until plans that are forfeited under such plans but that would not have been forfeited if the earlier Executive-s employment had contained for an additional three (3) years.. In the event that the Company is unable to provide the Executive with any Benefits required hereunder by reason of the original expiry day termination of the stock options Executive's employment pursuant to this Section 5.4, then the Company shall promptly reimburse the Executive for amounts paid by the Executive to acquire comparable coverage. Upon any termination effected and deferred compensation and compensated pursuant to this Section 5.4, the date that is six Company shall have no further liability hereunder (6other than for (x) months after the date your employment terminates. Any payments, severance, or other benefits hereunder will be subject to applicable withholdings and deductions. You will not be entitled to receive any further pay or compensation except (i) as expressly set out in this Agreement, and (ii) the pay, if any, accrued and owing under this Agreement up reimbursement for reasonable business expenses incurred prior to the date of termination of your employment. On termination of your employment, regardless of the reason for such termination, you shall immediately subject, however, to the provisions of Section 4.1, and (and with contemporaneous effecty) resign any directorships, offices or other positions payment of compensation for unused vacation days that you may hold, if any, have accumulated during the calendar year in the Company, Parent or any affiliate, unless otherwise agreed in writing by the Company and Parentwhich such termination occurs).
Appears in 1 contract
Termination Without Cause. (This Section P does not apply to a termination without cause that occurs within three (3) months prior to a Change of Control The Term and in relation or connection to that Change of Control or within six (6) months prior to a Change of Control and in relation or connection to that Change of Control or within twelve (12) months of a Change of Control – such terminations are covered the Executive’s employment hereunder may be terminated by Section M). The the Company may terminate your employment without Cause at any time upon providing you a severance payment time. In the event of any such termination, the Executive will be entitled to receive the Accrued Obligations and any earned but unpaid Annual Bonus for the year immediately preceding the year in which the amount equal to twelve (12) months plus one (1) additional month for every one (1) year of consecutive service with the Company or Parent, up to a maximum of eighteen (18) months (the “Payment Period”)Executive’s employment terminates, and subject to Appendix A the Executive’s compliance with Section 7, Section 8, Section 9 and Section 10 and his execution of a release of claims in favor of the Company, its affiliates and their respective officers and board members in a form acceptable to the Company (the “Release”) and such Release becoming effective, the Executive will be entitled to receive:
(a) an amount equal to 12 months’ of the Executive’s Base Salary in effect on the Termination Date, payable in equal monthly installments over 12 months, the first of which will commence on the first payroll period following the date the Release becomes effective, and the conditions precedent therein. In addition initial payment shall include a catch-up payment to cover amounts retroactive to the severance payment abovedate immediately following the Termination Date,
(b) continued participation in the Company’s group insurance plans (except for short-term and long-term disability which shall cease on the Termination Date) and Employee Benefits described in Section 4.4, in the event of a termination without Cause, the Company will provide you with the following, and, as aboveeach case for 12 months, subject to Appendix A the terms and conditions of the conditions precedent therein:applicable plan and approval of the insurance carrier,
(c) notwithstanding anything to the contrary in any applicable option agreement, all stock options that are subject to a time-based vesting schedule that are held by the Executive which would have vested if the Executive had remained employed for an additional 12 months following the Termination Date shall vest and become exercisable effective as of the Termination Date and shall remain exercisable until the earlier of (i) the Company will pay on your behalf or otherwise reimburse you for the cost expiration of the monthly premiums for you term of such stock options and your eligible dependents to continue your health care benefits pursuant under COBRA, as amended up to the earlier of (I) the end of the Payment Period, or (II) the date you commence full-time employment;
(ii) and 12 months following the Company will pay you Termination Date, and
(d) an Average Annual Bonus paid at the Target Bonus level for the calendar year in which the Executive’s employment is terminated, pro-rated for the period from the beginning of the partial bonus calendar year you actually worked immediately prior to the termination of your employment, less statutory and other applicable deductions as required. For example, if your last day of work is March 31, you will receive three (3) months of your Average Bonus. If a bonus has not yet been determined for the preceding completed calendar year, the Compensation Committee will first make that determination in the ordinary course using relevant criteria in a manner consistent with prior practice and make its recommendation to the Board so that the Average Bonus can then be determined and paid in accordance with this provision. For clarity, it is expressly agreed that you will not be entitled to any bonus whatsoever for any period of time after your last actual day at work, including during the Payment Period;
(iii) the Company will pay an amount equal to the contributions to your retirement savings plan it would have paid on your behalf for the Payment Period.
(iv) notwithstanding any provision in the Plan to the contrary, all options and any other deferred compensation granted to you will continue to vest for a period of three (3) months after the date your employment terminates and all vested stock options and other deferred compensation will be exercisable until the earlier of the original expiry day of the stock options and deferred compensation and the date that is six (6) months after the date your employment terminates. Any payments, severance, or other benefits hereunder will be subject to applicable withholdings and deductions. You will not be entitled to receive any further pay or compensation except (i) as expressly set out in this Agreement, and (ii) the pay, if any, accrued and owing under this Agreement up to the date of termination of your employment. On termination of your employmentTermination Date ((a) through (d) collectively, regardless of the reason for such termination, you shall immediately (and with contemporaneous effect) resign any directorships, offices or other positions that you may hold, if any, in the Company, Parent or any affiliate, unless otherwise agreed in writing by the Company and Parent“Severance Benefits”).
Appears in 1 contract
Termination Without Cause. At any time the Company shall have the right to terminate the Term of Employment without cause. Upon any termination pursuant to this Section 5.4 (This Section P does that is not apply to a termination without cause that occurs within three (3) months prior to a Change under any of Control and in relation Sections 5.1, 5.2, 5.3 or connection to that Change of Control or within six (6) months prior to a Change of Control and in relation or connection to that Change of Control or within twelve (12) months of a Change of Control – such terminations are covered by Section M5.5). The Company may terminate your employment without Cause at any time upon providing you a severance payment in the amount equal to twelve (12) months plus one (1) additional month for every one (1) year of consecutive service with the Company or Parent, up to a maximum of eighteen (18) months (the “Payment Period”), and subject to Appendix A and the conditions precedent therein. In addition to the severance payment above, in the event of a termination without Cause, the Company will provide you with the following, and, as above, subject to Appendix A and the conditions precedent therein:
shall (i) pay to the Employee any unpaid Base Salary through the effective date of termination specified in such notice, (ii) pay to the Employee his accrued but unpaid Incentive Compensation, if any, for any Bonus Period ending on or before the date of the termination of the Employee's employment with the Company, (iii) pay to the Employee, as a single lump sum payment within thirty (30) days of the date of termination hereunder, one month of Base Salary per full year of service during the Term of Employment, (iv) continue to provide the Employee with the benefits he was receiving under Section 4.2 hereof (the "Benefits") for a period of one year after the date of termination in the manner and at such times as the Benefits otherwise would have been payable or provided to the Employee, or, if earlier, until similar benefits are obtained by the Employee through new employment, (v) only if termination occurs prior to the first anniversary of the Commencement Date, a third of the non-incentive stock options to be granted on the Commencement Date, pursuant to Clause 4.3 above will immediately vest and shall be exercisable in accordance with the provisions of Panamco's Equity Incentive Plan and (vi) only if the termination occurs prior to the third anniversary of the Commencement Date, reimburse the Employee for reasonable moving expenses incurred as a result of the Employee's relocation back to his home country. In the event that the Company will is unable to provide the Employee with any Benefits required hereunder by reason of the termination of the Employee's employment pursuant to this Section 5.4, then the Company shall pay on your behalf or the Employee cash equal to the value of the Benefit that otherwise reimburse you would have accrued for the cost of Employee's benefit under the monthly premiums plan, for you and your eligible dependents the period during which such Benefits could not be provided under the plans, said cash payments to continue your health care benefits pursuant under COBRA, as amended up to the earlier of (I) be made within 45 days after the end of the Payment Periodyear for which such contributions would have been made or would have accrued. The Company's good faith determination of the amount that would have been contributed or the value of any Benefits that would have accrued under any plan shall be binding and conclusive on the Employee. For this purpose, or (II) the Company may use as the value of any Benefit the cost to the Company of providing that Benefit to the Employee. Further, the Employee may exercise the portion of his Stock Options that was vested as of the date you commence full-of termination as provided under the terms of any stock option plan in effect from time employment;
to time. The Company shall have no further liability hereunder (iiother than for (x) the Company will pay you an Average Bonus pro-rated reimbursement for the period of the partial bonus year you actually worked immediately reasonable business expenses incurred prior to the termination of your employment, less statutory and other applicable deductions as required. For example, if your last day of work is March 31, you will receive three (3) months of your Average Bonus. If a bonus has not yet been determined for the preceding completed calendar year, the Compensation Committee will first make that determination in the ordinary course using relevant criteria in a manner consistent with prior practice and make its recommendation to the Board so that the Average Bonus can then be determined and paid in accordance with this provision. For clarity, it is expressly agreed that you will not be entitled to any bonus whatsoever for any period of time after your last actual day at work, including during the Payment Period;
(iii) the Company will pay an amount equal to the contributions to your retirement savings plan it would have paid on your behalf for the Payment Period.
(iv) notwithstanding any provision in the Plan to the contrary, all options and any other deferred compensation granted to you will continue to vest for a period of three (3) months after the date your employment terminates and all vested stock options and other deferred compensation will be exercisable until the earlier of the original expiry day of the stock options and deferred compensation and the date that is six (6) months after the date your employment terminates. Any payments, severance, or other benefits hereunder will be subject to applicable withholdings and deductions. You will not be entitled to receive any further pay or compensation except (i) as expressly set out in this Agreement, and (ii) the pay, if any, accrued and owing under this Agreement up to the date of termination of your employment. On termination of your employment, regardless of the reason for such termination, you shall and (y) payment of compensation for unused vacation days including both the vacation days that have accumulated during the year in which such termination occurs and the unused carryover vacation days from the immediately (and with contemporaneous effect) resign any directorships, offices or other positions that you may hold, if any, in the Company, Parent or any affiliate, unless otherwise agreed in writing by the Company and Parentpreceding year).
Appears in 1 contract
Termination Without Cause. (This Section P does not apply to a termination Employer may terminate this Agreement without cause that occurs within three (3) months prior to a Change of Control and in relation or connection to that Change of Control or within six (6) months prior to a Change of Control and in relation or connection to that Change of Control or within twelve (12) months of a Change of Control – such terminations are covered by Section M). The Company may terminate your employment without Cause at any time. "Without cause" termination shall include, but not be limited to: (i) Employer's notice to Employee of its intent not to renew this Agreement in accordance with the provisions of Section 1 hereof; (ii) Employer's notice to Employee that his or her position will be relocated to an office which is greater than 35 miles from Employee's prior office location; and (iii) Employer's reduction of Employee's base salary to less than the base salary identified in Section 4(a) of this Agreement. If Employer terminates this Agreement without cause, Employer shall continue to pay Employee the compensation provided for in Section 4(a) of this Agreement for a period of time upon providing you a severance payment in the amount equal to twelve months. Such pay continuation is contingent upon Employee executing Employer's standard severance agreement, which incorporates a general release, at the time of termination. In addition, Employee will receive (12i) months plus one any earned but unpaid Base Salary and accrued Paid Time Off through the date of Employee's termination; (1ii) additional month for every one reimbursement of expenses incurred by Employee through the date of termination which are reimbursable pursuant to this Agreement; and (1iii) year the Employee's vested portion of consecutive service any Magellan Health Services retirement, deferred compensation or other benefit plan, including but not limited to, any stock option or restricted stock grant plans, in accordance with the Company or Parent, up to a maximum terms of eighteen (18) months (the “Payment Period”those plans. If Employee participates in any bonus plan(s), and subject including but not limited to, any long term bonus plan(s), Employer may pay Employee, on a pro-rata basis, the amount of such plan(s) as Employee would have earned if Employee had been employed for the full calendar year. The pro-ration will be determined by the fraction of the number of months in the calendar year in which the Employee worked (rounded to Appendix A and the conditions precedent thereinnearest whole month) divided by 12 months. In addition determining whether a pro-rata bonus shall be paid to the severance payment above, in the event of a termination without CauseEmployee, the Company will provide you with the following, and, as above, subject Employer may consider factors that include but are not limited to Appendix A and the conditions precedent therein:
(i) the Company will pay on your behalf or otherwise reimburse you for the cost Employee's target bonus (percentage of the monthly premiums for you and your eligible dependents to continue your health care benefits pursuant under COBRAbase salary), as amended up to the earlier of (I) the end of the Payment Period, or (II) the date you commence full-time employment;
(ii) the Company will pay you an Average Bonus pro-rated for the period of the partial bonus year you actually worked immediately prior to the termination of your employment, less statutory Company's financial performance and other applicable deductions as required. For example, if your last day of work is March 31, you will receive three (3) months of your Average Bonus. If a bonus has not yet been determined for the preceding completed calendar year, the Compensation Committee will first make that determination in the ordinary course using relevant criteria in a manner consistent with prior practice and make its recommendation to the Board so that the Average Bonus can then be determined and paid in accordance with this provision. For clarity, it is expressly agreed that you will not be entitled to any bonus whatsoever for any period of time after your last actual day at work, including during the Payment Period;
(iii) the Company will pay an amount equal to Employee's achievement of his or her specific performance objectives. At the contributions to your retirement savings plan it would have paid on your behalf for time of termination, Employer shall determine the Payment Period.
(iv) notwithstanding any provision in the Plan to the contrary, all options and any other deferred compensation granted to you will continue to vest for a period of three (3) months after the date your employment terminates and all vested stock options and other deferred compensation will be exercisable until the earlier of the original expiry day of the stock options and deferred compensation and the date that is six (6) months after the date your employment terminates. Any payments, severance, or other benefits hereunder will be subject to applicable withholdings and deductions. You will not be entitled to receive any further pay or compensation except (i) as expressly set out in this Agreement, and (ii) the payEmployee's bonus amount, if any. Notwithstanding the foregoing, accrued and owing under this Agreement up to any payout of such bonus amount shall be contingent upon the date Company satisfying the financial targets established by the Company's Board of termination Directors. Payment of your employment. On termination of your employment, regardless any bonus shall be made at the time of the reason annual bonus payout for such terminationall employees. COBRA coverage may be elected to continue health, you shall immediately (dental, and with contemporaneous effect) resign any directorshipsvision insurance during the Severance Period and beyond. If COBRA coverage is elected, offices or other positions that you may hold, if any, in Employee will pay only the Company, Parent or any affiliate, unless otherwise agreed in writing by employee contribution rate for the Company health insurance portion of the COBRA coverage during the Severance Period. Dental and Parentvision coverage under COBRA will be billed at the full COBRA rate.
Appears in 1 contract
Sources: Employment Agreement (Magellan Health Services Inc)
Termination Without Cause. (This Section P does not apply to a termination without cause that occurs within three (3) months If the Company terminates Executive’s employment at any time prior to a Change of Control and in relation or connection to that Change of Control or within six (6) months prior to a Change of Control and in relation or connection to that Change of Control or within twelve (12) months of a Change of Control – such terminations are covered by Section M). The Company may terminate your employment without Cause at any time upon providing you (and other than as a result of Executive’s death or disability) and such termination constitutes a “separation from service” (as defined under Treasury Regulation Section 1.409A-1(h)), Executive shall be eligible for the following severance benefits (the “Severance Benefits”):
(i) (i) the Company shall make a lump sum severance payment to Executive in the an amount equal to twelve (12) months plus one (1) additional month for every one (1) year of consecutive service with the Company or Parent, up to a maximum of eighteen (18) months of Executive’s then-current base salary plus 150% of the greater of (A) the “Payment Period”), Target Bonus for the year in which the termination occurs and subject to Appendix A and (B) the conditions precedent therein. In addition to the severance payment above, in the event of a termination without Cause, the Company will provide you with the following, and, as aboveprior year’s Target Bonus actually earned by Executive, subject to Appendix A withholdings and the conditions precedent therein:
(i) the Company will pay on your behalf or otherwise reimburse you for the cost of the monthly premiums for you and your eligible dependents to continue your health care benefits pursuant under COBRA, as amended up to the earlier of (I) the end of the Payment Period, or (II) the date you commence full-time employmentdeductions;
(ii) (ii) the Company vesting of each then-outstanding, unvested equity award held by Executive will pay you an Average Bonus pro-rated for the period accelerate as to that number of the partial bonus year you actually worked immediately prior to the termination of your employment, less statutory and other applicable deductions as required. For example, if your last day of work is March 31, you will receive three (3) months of your Average Bonus. If a bonus has not yet been determined for the preceding completed calendar year, the Compensation Committee will first make shares under each such award that determination would have vested in the ordinary course using relevant criteria in had Executive continued to be employed by the Company for an additional eighteen (18) months, (or if no shares would vest during such time under a manner consistent with prior practice specific award due to a cliff vesting provision, then the number of shares vesting and make its recommendation becoming exercisable pursuant to this paragraph shall equal the product of (i) the total number of shares subject to the Board so award and (ii) a fraction, the numerator of which is eighteen (18) plus the number of whole months that have elapsed between the Average Bonus can then be determined Executive’s vesting commencement date and paid the date of termination, and the denominator of which is the total number of months in accordance the vesting schedule), with this provision. For clarity, it is expressly agreed that you will not be entitled to any bonus whatsoever for any period such vesting occurring as of time after your last actual day at work, including during the Payment Perioddate of the Executive’s termination;
(iii) the Company will pay an amount equal post-termination exercise period of all non-statutory stock options then held by Executive shall be extended so that such options, to the contributions to your retirement savings plan it would have paid on your behalf for the Payment Period.
(iv) notwithstanding any provision in the Plan to the contraryextent vested, all options and any other deferred compensation granted to you will continue to vest for a period of three (3) months after the date your employment terminates and all vested stock options and other deferred compensation will be are exercisable until the earlier of (A) the original expiry day term expiration date for such award and (B) the first anniversary of Executive’s termination date; and
(iv) if Executive timely elects COBRA health insurance coverage, the stock options and deferred compensation and Company will pay Executive’s COBRA premiums for eighteen (18) months following the date his employment terminates or until such earlier date as he is no longer eligible for COBRA coverage or he becomes eligible for health insurance coverage from another source (the “COBRA Payment Period”) (provided that is six Executive must promptly inform the Company, in writing, if he becomes eligible for health insurance coverage from another source within eighteen (618) months after the date your employment terminatestermination). Any paymentsNotwithstanding the foregoing, severanceif the Company determines, in its sole discretion, that the payment of the COBRA premiums would result in a violation of the nondiscrimination rules of Section 105(h)(2) of the Code or other benefits hereunder will be any statute or regulation of similar effect (including but not limited to the 2010 Patient Protection and Affordable Care Act, as amended by the 2010 Health Care and Education Reconciliation Act), then in lieu of providing the COBRA premiums, the Company, in its sole discretion, may elect to instead pay Executive on the first day of each month of the COBRA Payment Period, a fully taxable cash payment equal to the COBRA premiums for that month, subject to applicable tax withholdings and deductions(such amount, the “Special Severance Payment”), for the remainder of the COBRA Payment Period. You Executive may, but is not obligated to, use such Special Severance Payment toward the cost of COBRA premiums. On the thirtieth (30th) day following Executive’s Separation from Service, the Company will not be entitled to receive any further pay or compensation except (i) as expressly set out make the first payment in this Agreement, and (ii) the pay, if any, accrued and owing under this Agreement up case of the Special Severance Payment in a lump sum equal to the aggregate amount of payments that the Company would have paid through such date of termination of your employment. On termination of your employmenthad such payments commenced on the Separation from Service through such thirtieth (30th) day, regardless with the balance of the reason for such termination, you shall immediately (and with contemporaneous effect) resign any directorships, offices or other positions that you may hold, if any, in payments paid thereafter on the Company, Parent or any affiliate, unless otherwise agreed in writing by the Company and Parentschedule described above.
Appears in 1 contract
Termination Without Cause. The Company shall have the right to --------------------------- terminate the Term of Employment by written notice not less than thirty (This 30) days prior to the termination date, to the Executive. Upon any termination pursuant to this Section P does 5.4 (that is not apply to a termination without cause that occurs within under any of Sections 5.1, 5.2, 5.3 or 5.5, the Company shall (i) pay to the Executive on the termination date unpaid Base Salary, if any, through the date of termination specified in such notice, (ii) pay to the Executive the accrued but unpaid Incentive Compensation, if any, for any Bonus Period ending on or before the date of the termination of the Executive's employment with the Company, at the time provided in Section 3.2a, (iii) pay to the Executive on the termination date a lump sum payment equal to three (3) months prior to a Change times the sum of Control (x) his Base Salary, if any as of the date of his termination and in relation or connection to that Change of Control or within six (6) months prior to a Change of Control and in relation or connection to that Change of Control or within twelve (12) months of a Change of Control – such terminations are covered by Section M). The Company may terminate your employment without Cause at any time upon providing you a severance payment in the amount equal to twelve (12) months plus one (1) additional month for every one (1) year of consecutive service with the Company or Parent, up to a maximum of eighteen (18) months (the “Payment Period”), and subject to Appendix A and the conditions precedent therein. In addition to the severance payment above, in the event of a termination without Cause, the Company will provide you with the following, and, as above, subject to Appendix A and the conditions precedent therein:
(iy) the Company will pay on your behalf or otherwise reimburse you accrued but unpaid Bonus for the cost of the monthly premiums for you and your eligible dependents to continue your health care benefits pursuant under COBRAyear in which such termination occurs, as amended up to the earlier of (I) the end of the Payment Period, or (II) the date you commence full-time employment;
(ii) the Company will pay you an Average Bonus pro-rated for the period of the partial bonus year you actually worked immediately prior to the termination of your employment, less statutory and other applicable deductions as required. For example, if your last day of work is March 31, you will receive three (3) months of your Average Bonus. If a bonus has not yet been determined for the preceding completed calendar year, the Compensation Committee will first make that determination in the ordinary course using relevant criteria in a manner consistent with prior practice and make its recommendation to the Board so that the Average Bonus can then be determined and paid in accordance with this provision. For clarity, it is expressly agreed that you will not be entitled to any bonus whatsoever for any period of time after your last actual day at work, including during the Payment Period;
(iii) the Company will pay an amount equal to the contributions to your retirement savings plan it would have paid on your behalf for the Payment Period.
(iv) notwithstanding any provision in the Plan to the contrary, all options and any other deferred compensation granted to you will continue to vest provide the Executive with the benefits under Sections 4.2 and 4.4 hereof (the "Benefits") for a period of three (3) months after years immediately following the date your employment terminates of his termination in the manner and all vested stock options and other at such times as the Benefits otherwise would have been provided to the Executive; (v) pay to the Executive as a single lump sum payment, within 30 days of the date of termination, a lump sum benefit equal to the value of the portion of his benefits under any savings, pension, profit sharing or deferred compensation will be exercisable until plans that are forfeited under such plans but that would not have been forfeited if the earlier Executive's employment had contained for an additional three (3) years. In the event that the Company is unable to provide the Executive with any Benefits required hereunder by reason of the original expiry day termination of the stock options Executive's employment pursuant to this Section 5.4, then the Company shall promptly reimburse the Executive for amounts paid by the Executive to acquire comparable coverage. Upon any termination effected and deferred compensation and compensated pursuant to this Section 5.4, the date that is six Company shall have no further liability hereunder (6other than for (x) months after the date your employment terminates. Any payments, severance, or other benefits hereunder will be subject to applicable withholdings and deductions. You will not be entitled to receive any further pay or compensation except (i) as expressly set out in this Agreement, and (ii) the pay, if any, accrued and owing under this Agreement up reimbursement for reasonable business expenses incurred prior to the date of termination of your employment. On termination of your employment, regardless of the reason for such termination, you shall immediately subject, however, to the provisions of Section 4.1, and (and with contemporaneous effecty) resign any directorships, offices or other positions payment of compensation for unused vacation days that you may hold, if any, have accumulated during the calendar year in the Company, Parent or any affiliate, unless otherwise agreed in writing by the Company and Parentwhich such termination occurs).
Appears in 1 contract
Termination Without Cause. In the event that Executive’s employment is terminated Without Cause during the Employment Period, the Company shall: (This i) pay Executive his Earned Salary (as defined above); (ii) pay Executive his Prorated Incentive Compensation (as defined above); (iii) make, for the benefit of Executive, the Accrued Plan Contribution (as defined above); (iv) subject to Section P does not apply 6(h), provide Executive (or upon his death, his surviving spouse and minor children, if any) with coverage under the Core Plans (or if applicable, a Contingent Insurance Stipend) for a period of thirty-six (36) months from the effective date of the termination of Executive’s Employment (in each case subject to a termination without cause Executive’s payment of the costs and contributions that occurs within such plans provide are the responsibility of the insured employee and the availability of such continued coverage through the Company’s then-current insurance carrier); and (v) pay Executive an amount equal to three (3) months prior to a Change of Control and in relation or connection to that Change of Control or within six (6) months prior to a Change of Control and in relation or connection to that Change of Control or within twelve (12) months of a Change of Control – such terminations are covered by Section M)times Executive’s Average Annual Compensation. The Company may terminate your employment without Cause at any time upon providing you a severance payment in term “Average Annual Compensation” shall mean the amount equal to twelve (12) months plus one (1) additional month for every one (1) year average of consecutive service with Executive’s annual Compensation based on the Company or Parent, up to a maximum of eighteen (18) months (the “Payment Period”), and subject to Appendix A and the conditions precedent therein. In addition to the severance payment above, in the event of a termination without Cause, the Company will provide you with the following, and, as above, subject to Appendix A and the conditions precedent therein:
(i) the Company will pay on your behalf or otherwise reimburse you for the cost of the monthly premiums for you and your eligible dependents to continue your health care benefits pursuant under COBRA, as amended up to the earlier of (I) the end of the Payment Period, or (II) the date you commence full-time employment;
(ii) the Company will pay you an Average Bonus pro-rated for the period of the partial bonus year you actually worked immediately prior to the termination of your employment, less statutory and other applicable deductions as required. For example, if your last day of work is March 31, you will receive most recent three (3) months of your Average Bonus. If a bonus has not yet been determined for the preceding completed calendar yeartaxable years, the Compensation Committee will first make that determination in the ordinary course using relevant criteria in a manner consistent with prior practice and make its recommendation to the Board so that the Average Bonus can then be determined and paid in accordance with this provision. For clarity, it is expressly agreed that you will not be entitled to any bonus whatsoever for any period of time after your last actual day at work, including during the Payment Period;
(iii) or if Executive was employed by the Company will pay an amount equal to the contributions to your retirement savings plan it would have paid on your behalf for the Payment Period.
(iv) notwithstanding any provision in the Plan to the contrary, all options and any other deferred compensation granted to you will continue to vest for a period of less than three (3) months after full taxable years, based on such lesser number of taxable years or portions thereof as Executive was employed by the date your employment terminates and Company. The term “Compensation” shall mean, for the purposes of the foregoing definition as it relates to any tax year, all vested stock options Base Salary, incentive compensation, bonuses, special allowances, other compensation, club dues and other deferred compensation will be exercisable until benefits paid by the earlier Company to Executive in such taxable year pursuant to Section 3(a) through (k) hereof, any director or committee fees paid by the Company to Executive during such tax year, and any other taxable income paid by the Company to Executive during such tax year. Except as provided in Section 3(j) (but only with respect to the assumption and continuation of the original expiry day Life Insurance Policy) and this Section 6(c), the Company shall have no obligation to provide Executive with any other compensation or benefits pursuant Section 3(a) through (k) or Section 6 of this Agreement following a termination of Executive’s employment Without Cause. Except as provided in Section 6(g) hereof, the stock options and deferred compensation and the date that is six (6) months after the date your employment terminates. Any payments, severance, or other benefits hereunder will be subject to applicable withholdings and deductions. You will not be entitled to receive any further pay or compensation except (i) as expressly set out in this Agreement, and amounts payable under Sections (ii) and (v) hereof shall be paid in equal installments over the pay, if any, accrued and owing under this Agreement up to period beginning on the Company’s first regular payroll date after the effective date of termination of your employmentand continuing thereafter on each regular payroll date for thirty-six (36) months. On termination of your employmentUpon Executive’s death, regardless of the reason for such terminationany payments due under this Section 6(c) shall be paid, you shall immediately (and with contemporaneous effect) resign any directorshipsas applicable, offices to Executive’s estate, trust or other positions that you may hold, if any, in the Company, Parent or any affiliate, unless as otherwise agreed in writing required by the Company and Parentlaw.
Appears in 1 contract
Termination Without Cause. (This Section P does not apply to Upon the termination of the Employee's employment as a termination without cause that occurs within three (3) months prior to a Change of Control and in relation Termination Without Cause, neither the Employee nor the Employee's beneficiaries or connection to that Change of Control estate will have any further rights or within six (6) months prior to a Change of Control and in relation or connection to that Change of Control or within twelve (12) months of a Change of Control – such terminations are covered by Section M). The Company may terminate your employment without Cause at any time upon providing you a severance payment in the amount equal to twelve (12) months plus one (1) additional month for every one (1) year of consecutive service with claims against the Company or Parent, up under this Agreement except the right to a maximum of eighteen (18) months (the “Payment Period”), and subject to Appendix A and the conditions precedent therein. In addition to the severance payment above, in the event of a termination without Cause, the Company will provide you with the following, and, as above, subject to Appendix A and the conditions precedent therein:
receive (i) the Company will payments and other rights provided for in Section 10(a) hereof, (ii) severance payments in the form of semi-monthly payment of the Employee's base salary (as in effect immediately prior to such termination) and of the Pro-Rata Bonus Amount (as defined below) for a period of 12 months following the effective date of such termination, and (iii) continuation of the medical benefits coverage to which the Employee is entitled under Section 5(c) hereof over the 12 month period provided in clause (ii) above, with such coverage to be provided at the same level and subject to the same terms and conditions (including, without limitation, any applicable co-pay on your behalf or otherwise reimburse you obligations of the Employee, but excluding any applicable tax consequences for the cost Employee) as in effect from time to time for officers of the monthly premiums for you and your eligible dependents to continue your health care benefits pursuant under COBRACompany generally. For the purposes of this Agreement, as amended up "Pro-Rata Bonus Amount" shall mean one-twenty-fourth (1/24th) of the greater of (a) the most recent annual cash bonus paid to the earlier Employee prior to the date of (I) the end of the Payment Periodhis termination, or (IIb) the date you commence full-time employment;
(ii) the Company will pay you an Average Bonus pro-rated for the period average of the partial bonus year you actually worked immediately three most recent annual cash bonuses paid to the Employee prior to the termination date of your employmenthis termination; provided, less statutory and other applicable deductions as required. For examplehowever, if your last day that in the case of work is March 31, you will receive three (3) months a Termination Without Cause that occurs prior to the date the Employee would have been eligible for payment of your Average Bonus. If a bonus has not yet been determined for the preceding completed calendar yearhis first bonus, the Compensation Committee will first make that determination in the ordinary course using relevant criteria in a manner consistent with prior practice and make its recommendation to the Board so that the Average Pro-Rata Bonus can then Amount shall be determined and paid in accordance with this provision. For clarity, it is expressly agreed that you will not be entitled to any bonus whatsoever for any period of time after your last actual day at work, including during the Payment Period;
(iii) the Company will pay an amount equal to 60% of his base salary at the contributions to your retirement savings plan it would have paid on your behalf for the Payment Period.
(iv) notwithstanding any provision in the Plan to the contrary, all options and any other deferred compensation granted to you will continue to vest for a period time of three (3) months after the date your employment terminates and all vested stock options and other deferred compensation will be exercisable until the earlier such termination. The rights of the original expiry day Employee and the obligations of the stock options and deferred compensation and the date that is six (6) months after the date your employment terminates. Any payments, severance, or other benefits hereunder will be subject to applicable withholdings and deductions. You will not be entitled to receive any further pay or compensation except (i) as expressly set out in this Agreement, and (ii) the pay, if any, accrued and owing Company under this Agreement up to Section 10(b) shall remain in full force and effect notwithstanding the date of termination of your employment. On termination of your employment, regardless expiration of the reason for Employment Period, whether by failure of the Compensation Committee to extend such termination, you shall immediately (and with contemporaneous effect) resign any directorships, offices period or other positions that you may hold, if any, in the Company, Parent or any affiliate, unless otherwise agreed in writing by the Company and Parentotherwise.
Appears in 1 contract
Termination Without Cause.
(This Section P does not apply to a termination without cause that occurs within three a) Employer.
(3i) months prior to a Change of Control and in relation or connection to that Change of Control or within six (6) months prior to a Change of Control and in relation or connection to that Change of Control or within twelve (12) months of a Change of Control – such terminations are covered by Section M). The Company Employer may terminate your Executive’s employment without Cause at any time upon providing you a severance payment in the amount equal to twelve without Cause.
(12ii) months plus one (1) additional month for every one (1) year of consecutive service with the Company or Parent, up to a maximum of eighteen (18) months (the “Payment Period”), and subject to Appendix A and the conditions precedent therein. In addition to the severance payment above, in the event of a termination without Causeunder Section 7(a)(i), Executive will be entitled to:
1. Earned and accrued Base Salary through the date of termination;
2. A cash amount equal to one (1) year’s Base Salary; and
3. To the extent not already received, a pro-rated STPB as of the termination date;
(A) If the fiscal year is in progress at the termination date, the Company STPB will provide you with be calculated and payable based on the following, and, as above, subject to Appendix A and the conditions precedent therein:
(i) the Company will pay on your behalf or otherwise reimburse you for the cost average of the monthly premiums for you and your eligible dependents STPB achieved and/or paid to continue your health care benefits pursuant under COBRA, as amended up Executive in the two (2) years prior to the earlier of (I) the end of the Payment Periodtermination date, or (II) the date you commence full-time employment;
(ii) the Company will pay you an Average Bonus and pro-rated for the period of fiscal year in progress. If no such STPB has been achieved in the partial bonus year you actually worked immediately two (2) years prior to the termination of your employmentdate, less statutory and other applicable deductions as required. For example, if your last day of work is March 31, you the Employer will receive three (3) months of your Average Bonus. If a bonus has not yet been determined pay the STPB pro-rated for the preceding fiscal year in progress, provided the associated targets have met the quarterly budgeted target levels as of the termination date.
(B) If the applicable fiscal quarter or fiscal year is completed calendar yearat the termination date, the Compensation Committee STPB will first make that determination in the ordinary course using relevant criteria in a manner consistent with prior practice be calculated and make its recommendation to the Board so that the Average Bonus can then be determined and paid payable in accordance with this provisionSection 4(b). For clarity, it is expressly agreed that you will not be entitled to any bonus whatsoever for any period of time after your last actual day at work, including during the Payment Period;
(iii) All payments identified will be made in a lump sum less appropriate withholding and deductions in accordance with the Company will pay an amount equal to Employer’s normal payroll process or otherwise in accordance with applicable law and the contributions to your retirement savings plan it would have paid on your behalf for the Payment Period.terms of this Agreement.
(iv) notwithstanding any provision All payments identified in Section 7(a)(ii)(2) will be made in cash, less appropriate withholding and deductions, as soon as practicable following sixty (60) days of the Plan termination date, provided that during such period, the Executive executed and returned a release and waiver agreement in a form acceptable to the contrary, all options Employer and did not exercise any other deferred compensation granted right to you will continue to vest for a period of three revoke such release and waiver agreement.
(3b) months after the date your employment terminates and all vested stock options and other deferred compensation will be exercisable until the earlier of the original expiry day of the stock options and deferred compensation and the date that is six (6) months after the date your employment terminatesExecutive. Any payments, severance, or other benefits hereunder will be subject to applicable withholdings and deductions. You will not be entitled to receive any further pay or compensation except
(i) Executive may voluntarily terminate his employment and resign at any time provided he gives the Employer sixty (60) days’ prior written notice, which notice period may be waived by the Employer (in which case such resignation will be effective as expressly set out of the date stipulated in such waiver). In the event of a termination by Executive under this AgreementSection 7(b)(i), and the Employer will pay only the portion of Base Salary or previously awarded bonus unpaid as of the termination date.
(ii) Executive may terminate his employment for Good Reason. Upon a termination for Good Reason, the pay, if any, accrued and owing under this Agreement up to the date terms of termination of your employmentSection 7(a)(i)-(iv) shall apply. On termination of your employment, regardless of the reason for such termination, you shall immediately (and with contemporaneous effect) resign any directorships, offices or other positions that you may hold, if any, in the Company, Parent or any affiliate, unless otherwise agreed in writing by the Company and Parent.
Appears in 1 contract
Sources: Executive Employment Agreement (Just Energy Group Inc.)
Termination Without Cause. (This Section P does not apply to a termination Employer may terminate this Agreement without cause that occurs within three (3) months prior to a Change of Control and in relation or connection to that Change of Control or within six (6) months prior to a Change of Control and in relation or connection to that Change of Control or within twelve (12) months of a Change of Control – such terminations are covered by Section M). The Company may terminate your employment without Cause at any time. “Without cause” termination shall include, but not be limited to: (i) Employer’s notice to Employee of its intent not to renew this Agreement in accordance with the provisions of Section 1 hereof; (ii) Employer’s notice to Employee that his or her position will be relocated to an office which is greater than 50 miles from Employee’s prior office location; and (iii) Employer’s reduction of Employee’s base salary to less than the base salary identified in Section 4(a) of this Agreement. If Employer terminates this Agreement without cause, Employer shall continue to pay Employee the compensation provided for in Section 4(a) of this Agreement for a period of time upon providing you a severance payment in the amount equal to twelve (12) months plus one (1) additional month for every one (1) year months. Such pay continuation is contingent upon Employee executing Employer’s standard severance agreement, which incorporates a general release, at the time of consecutive service with the Company or Parent, up to a maximum of eighteen (18) months (the “Payment Period”), and subject to Appendix A and the conditions precedent thereintermination. In addition to the severance payment aboveaddition, in the event of a termination without Cause, the Company Employee will provide you with the following, and, as above, subject to Appendix A and the conditions precedent therein:
receive (i) the Company will pay on your behalf or otherwise reimburse you for the cost of the monthly premiums for you any earned but unpaid Base Salary and your eligible dependents to continue your health care benefits pursuant under COBRA, as amended up to the earlier of (I) the end of the Payment Period, or (II) accrued Paid Time Off through the date you commence full-time employment;
of Employee’s termination; (ii) reimbursement of expenses incurred by Employee through the Company will pay you an Average Bonus pro-rated for the period date of the partial bonus year you actually worked immediately prior termination which are reimbursable pursuant to the termination of your employment, less statutory this Agreement; and other applicable deductions as required. For example, if your last day of work is March 31, you will receive three (3) months of your Average Bonus. If a bonus has not yet been determined for the preceding completed calendar year, the Compensation Committee will first make that determination in the ordinary course using relevant criteria in a manner consistent with prior practice and make its recommendation to the Board so that the Average Bonus can then be determined and paid in accordance with this provision. For clarity, it is expressly agreed that you will not be entitled to any bonus whatsoever for any period of time after your last actual day at work, including during the Payment Period;
(iii) the Employee’s vested portion of any Magellan Health Services retirement, deferred compensation or other benefit plan, including but not limited to, any stock option or restricted stock grant plans, in accordance with the terms of those plans. If Employee participates in any bonus plan(s), including but not limited to, any long term bonus plan(s), Employer may in its discretion pay (but shall not be obligated to pay) Employee, on a pro-rata basis, the amount of such plan(s) as Employee would have earned if Employee had been employed for the full calendar year. Notwithstanding the foregoing, any payout of such bonus amount if Employer in its sole discretion decides to pay Employee a bonus (which Employer is not obligated to pay), shall be contingent upon the Company satisfying the financial targets established by the Company’s Board of Directors. Payment of any bonus shall be made at the time of the annual bonus payout for all employees. COBRA coverage may be elected to continue health, dental, and vision insurance during the Severance Period and beyond. If COBRA coverage is elected, Employee will pay an amount equal to only the contributions to your retirement savings plan it would have paid on your behalf employee contribution rate for the Payment health insurance portion of the COBRA coverage during the Severance Period.
(iv) notwithstanding any provision in the Plan to the contrary, all options . Dental and any other deferred compensation granted to you will continue to vest for a period of three (3) months after the date your employment terminates and all vested stock options and other deferred compensation vision coverage under COBRA will be exercisable until billed at the earlier of the original expiry day of the stock options and deferred compensation and the date that is six (6) months after the date your employment terminates. Any payments, severance, or other benefits hereunder will be subject to applicable withholdings and deductions. You will not be entitled to receive any further pay or compensation except (i) as expressly set out in this Agreement, and (ii) the pay, if any, accrued and owing under this Agreement up to the date of termination of your employment. On termination of your employment, regardless of the reason for such termination, you shall immediately (and with contemporaneous effect) resign any directorships, offices or other positions that you may hold, if any, in the Company, Parent or any affiliate, unless otherwise agreed in writing by the Company and Parentfull COBRA rate.
Appears in 1 contract
Sources: Employment Agreement (Magellan Health Services Inc)
Termination Without Cause. (This Section P does not apply a) Without cause, Company may terminate ------------------------- this Agreement upon thirty (30) days' prior written notice to Employee. In such event, Employee shall be paid his regular Base Salary from the date of termination for a termination without cause that occurs within three (3) months prior to a Change period of Control and in relation or connection to that Change of Control or within six (6) months prior and shall be entitled to a Change prorated Performance Bonus for such portion of Control the fiscal year in which he was employed by the Company payable within thirty (30) days after receipt by the Company of its audited financial statements, but no other severance shall be paid to the Employee. Further, upon payment by the Employer to Employee of the six (6) months Base Salary and in relation prorated Performance Bonus, Employee shall have no further rights and Employer no other liabilities or connection other obligations of any kind or nature under this Agreement except for accrued employee benefits to that Change of Control or within which Employee is already entitled.
(b) In the event Employer terminates this Agreement without cause during the first twelve (12) months of after the effective date hereof after a Change of Control – such terminations are covered by Section M). The Company may terminate your employment without Cause at any time upon providing you a severance payment change in the amount equal to twelve (12) months plus one (1) additional month corporate management or control, other than a public offering, Employee shall be paid his regular Base Salary from the date of termination for every a period of one (1) year and shall be entitled to a prorated Performance Bonus for such portion of consecutive service with the fiscal year in which he was employed by the Company or Parentpayable within thirty (30) days after receipt by the Company of its audited financial statements, up to a maximum of eighteen (18) months (the “Payment Period”), and subject to Appendix A and the conditions precedent therein. In addition but no other severance shall be paid to the severance Employee. Further, upon payment aboveby the Employer to Employee of the one (1) year Base Salary and prorated Performance Bonus, in the event Employee shall have no further rights and Employer no other liabilities or other obligations of a termination without Cause, any kind or nature under this Agreement except for accrued employee benefits to which Employee is already entitled.
(c) The Employee may terminate this Agreement upon thirty (30) days written notice to the Company will provide you with the following, and, as above, subject to Appendix A and the conditions precedent therein:
(i) the Company will pay on your behalf or otherwise reimburse you for the cost of the monthly premiums for you and your eligible dependents to continue your health care benefits pursuant under COBRA, as amended up to the earlier of (I) the end of the Payment Period, or (II) the date you commence full-if at any time employment;
(ii) the Company will pay you an Average Bonus pro-rated for the period of the partial bonus year you actually worked immediately prior to the termination completion of your employmenta public offering of Employer's stock, less statutory and other applicable deductions as required▇▇▇▇▇ Acquisition, L.L.C.'s ownership interest in Employer is terminated or ▇▇▇▇▇ Acquisition, L.L.C. is no longer the controlling shareholder of Employer. For exampleIn such event, if your last day Employee shall be paid his regular Base Salary for one year from the date of work is March 31termination, you will receive three (3) months of your Average Bonus. If a bonus has not yet been determined for the preceding completed calendar year, the Compensation Committee will first make that determination in the ordinary course using relevant criteria in a manner consistent with prior practice and make its recommendation to the Board so that the Average Bonus can then be determined and paid in accordance with this provision. For clarity, it is expressly agreed that you will but shall not be entitled to any Performance bonus whatsoever for any period such portion of time after your last actual day at work, including during the Payment Period;
(iii) fiscal year in which he was employed prior to termination. Additionally the Company will pay an amount equal to non-competition provision of Section 4.2 and the contributions to your retirement savings plan it would have paid on your behalf for the Payment Periodnon-solicitation provision of Section 4.3 shall be void and unenforceable against Employee.
(ivd) notwithstanding any provision in Without cause, the Plan Employee may terminate this Agreement upon thirty (30) days written notice to the contraryCompany. In such event, all options and any other deferred compensation granted to you will continue to vest Employee shall be paid his regular Base Salary for a period of three (3) months after two weeks from the date your employment terminates and all vested stock options and other deferred compensation will be exercisable until the earlier of the original expiry day of the stock options and deferred compensation and the date that is six (6) months after the date your employment terminates. Any paymentstermination, severance, or other benefits hereunder will be subject to applicable withholdings and deductions. You will but shall not be entitled to receive any further pay or compensation except (i) as expressly set out in this Agreement, and (ii) the pay, if any, accrued and owing under this Agreement up to the date of termination of your employment. On termination of your employment, regardless Performance Bonus for such portion of the reason for such fiscal year in which he was employed prior to termination, you shall immediately (and with contemporaneous effect) resign any directorships, offices or other positions that you may hold, if any, in the Company, Parent or any affiliate, unless otherwise agreed in writing by the Company and Parent.
Appears in 1 contract
Sources: Employment Agreement (Dsi Toys Inc)
Termination Without Cause. If Employee’s employment (This Section P does not apply to a x) is terminated by the Company for any reason other than (A) for Cause, or (B) by reason of his death or Disability:
(i) continued payment of Employee’s Annual Base Salary as in effect on the date of the termination without cause that occurs within three of Employee’s employment, less applicable withholding, in accordance with the Company’s normal payroll procedures, ending on the earlier of: (3A) months prior to a Change of Control and in relation or connection to that Change of Control or within six (6) months prior to a Change of Control and in relation or connection to that Change of Control or within twelve (12) months following the termination of Employee’s employment, and (B) the date Employee has secured employment with another organization with remuneration (the “Replacement Salary”) in an amount not less than Employee’s Annual Base Salary described above; provided that after such date as Employee has secured employment with remuneration less than Employee’s Annual Base Salary, Employee shall receive only the difference between the payments contemplated by this section and the Replacement Salary;
(ii) if Employee timely elects COBRA coverage, reimbursement of the portion of the premium for COBRA coverage that exceeds the active employee rate under the Company-provided group health plan for Employee and his dependents for a Change period starting on Employee’s termination of Control – such terminations are covered by Section M). The Company may terminate your employment without Cause at any time upon providing you a severance payment in and ending on the amount equal to earlier of: (A) twelve (12) months plus one (1) additional month for every one (1) year following the termination of consecutive service with the Company or Parent, up to a maximum of eighteen (18) months (the “Payment Period”)Employee’s employment, and subject to Appendix A and the conditions precedent therein. In addition to the severance payment above, in the event of a termination without Cause, the Company will provide you with the following, and, as above, subject to Appendix A and the conditions precedent therein:
(i) the Company will pay on your behalf or otherwise reimburse you for the cost of the monthly premiums for you and your eligible dependents to continue your health care benefits pursuant under COBRA, as amended up to the earlier of (I) the end of the Payment Period, or (IIB) the date you commence full-time employment;
(ii) the Company will pay you an Average Bonus pro-rated for the period of the partial bonus year you actually worked immediately prior to the termination of your employmentEmployee has secured health benefits through another organization’s benefits program; provided, less statutory and other applicable deductions as required. For examplehowever, if your last day of work is March 31, you will receive three (3) months of your Average Bonus. If a bonus has not yet been determined for the preceding completed calendar year, the Compensation Committee will first make that determination in the ordinary course using relevant criteria in a manner consistent with prior practice and make its recommendation to the Board so that the Average Bonus can then be determined and paid in accordance with this provision. For clarity, it is expressly agreed that you will Employee shall not be entitled to any bonus whatsoever reimbursement of such portion of the premium for any COBRA coverage if such reimbursement is then impermissible under applicable law or would result in a penalty or additional tax upon Employee or the Company (aside from standard taxes applicable to the payment of wages). Notwithstanding anything to the contrary herein, no payments shall be due under this Section 4(b)(i) unless and until Employee shall have executed and not revoked, within thirty (30) days after Employee’s termination date (or such other longer period as required by applicable law’), a separation agreement and general release and waiver of time after your last actual day at work, including during claims against the Payment Period;
Company (iiiother than (a) the Company will pay an amount equal to the contributions to your retirement savings plan it would have paid on your behalf for the Payment Period.
(ivpayments and benefits contemplated by Section 4(a)(b) notwithstanding any provision in the Plan to the contrary, all options and any other deferred compensation granted to you will continue to vest for a period of three (3) months after the date your employment terminates and all vested stock options and other deferred compensation will be exercisable until the earlier of the original expiry day of the stock options and deferred compensation and the date that is six (6) months after the date your employment terminates. Any payments, severance, or other benefits hereunder will be subject to applicable withholdings and deductions. You will not be entitled Employee’s right to receive any further pay or compensation except (i) as expressly set out COBRA continuation coverage in this Agreementaccordance with applicable law, and (iic) the pay, if any, accrued and owing under this Agreement up any rights to the date of termination of your employment. On termination of your employment, regardless indemnification Employee has or may have as an officer or director of the reason for such termination, you shall immediately (Company or as an insured under any directors and with contemporaneous effectofficers liability insurance policy) resign any directorships, offices or other positions that you may hold, if any, in a form customarily used by the Company, Parent and the execution and non-revocation of such general release and waiver shall be a condition to Employee’s rights under this Section 4(b) or (ii) if Employee breaches any affiliaterestrictive covenants (including, unless otherwise agreed without limitation, the confidentiality, noncompetition, non-solicitation and non-hire covenants set forth in writing by Sections 6 and 7 of this Agreement) applicable to Employee pursuant to any written agreement that contains restrictive covenants applicable to Employee for the benefit of any Company Entity. If the cash severance hereunder is considered deferred compensation subject to Section 409A of the Code and Parentthe period to consider and revoke the general release and waiver of claims spans two calendar years, the payments will begin in the second calendar year provided the release becomes effective. Any severance payments that would have been made during the release consideration and revocation period will be accumulated and paid on the first installment payment date.
Appears in 1 contract
Sources: Employment Agreement (Altimar Acquisition Corp. II)
Termination Without Cause. (This Section P does not apply to a termination without cause that occurs within three (3) months prior to a Change of Control and in relation or connection to that Change of Control or within six (6) months prior to a Change of Control and in relation or connection to that Change of Control or within twelve (12) months of a Change of Control – such terminations are covered by Section M). The Company may terminate your employment without Cause at any time upon providing you a severance payment in the amount equal to twelve (12) months plus one (1) additional month for every one (1) year of consecutive service with the Company or Parent, up to a maximum of eighteen (18) months (the “Payment Period”), and subject to Appendix A and the conditions precedent therein. In addition to the severance payment above, in the event of that the Executive's ------------------------- employment under this Agreement is terminated in a termination without Termination Without Cause, the Company will provide you with the following, and, as above, subject to Appendix A and the conditions precedent thereinhe shall be entitled to:
(i) the Company will pay on your behalf or otherwise reimburse you prompt payment of a Pro Rata Annual Bonus for the cost of the monthly premiums for you and your eligible dependents to continue your health care benefits pursuant under COBRA, as amended up to the earlier of (I) the end of the Payment Period, or (II) the date you commence full-time employmentyear in which his employment terminates;
(ii) a prompt lump-sum payment equal to (A) the Company will pay you an Average Bonus pro-rated sum of his (x) --- Base Salary, at the annualized rate in effect on the Termination Date, plus (y) ---- the annual bonus award he earned for the period of the partial bonus year you actually worked immediately prior to the year of termination times (B) the lesser of your employment(x) 1095 and (y) the number of days in the period that ----- ------ begins on the Termination Date and ends on December 31, 2004 (but in no event less statutory than 730), divided by (C) 365; provided that, in connection with such ------- -- -------- ---- payment, if the Company and Holdings execute a waiver and release of claims against the Executive, then the Executive shall execute a waiver and release of claims against the Company, Holdings or any of their officers, directors, representatives, agents or Affiliates, in each case as reasonably agreed by the Parties and excluding claims under this Agreement and other applicable deductions contractual claims as required. For example, if your last day of work is March 31, you will receive three (3) months of your Average Bonus. If a bonus has not yet been determined for the preceding completed calendar year, the Compensation Committee will first make that determination in the ordinary course using relevant criteria in a manner consistent with prior practice and make its recommendation to the Board so that the Average Bonus can then be determined and paid in accordance with this provision. For clarity, it is expressly agreed that you will not be entitled to any bonus whatsoever for any period of time after your last actual day at work, including during the Payment Periodappropriate;
(iii) any Stock Option that becomes exercisable solely with the Company will pay an amount equal passage of time, without satisfaction of any performance criterion other than continued service, shall become exercisable as of the Termination Date to the contributions extent provided in the agreement granting such Option, but at least to your retirement savings plan the extent that it would have paid on your behalf for was then scheduled to become exercisable within six months following such date if the Payment Period.Executive's employment hereunder had continued;
(iv) notwithstanding any provision Stock Option (x) that is, or becomes, exercisable as of the Termination Date shall remain exercisable as provided in the Plan agreement granting such Option, but at least through the second anniversary of such date and (y) that becomes exercisable in connection with a Liquidity Event that occurs within one year following the Termination Date shall remain exercisable as provided in the agreement granting such Option, but at least through the second anniversary of the occurrence of such Liquidity Event; and
(v) continued participation, through the second anniversary of the Termination Date, in all medical, dental, vision, hospitalization and life insurance coverages and in all other employee welfare benefit plans, programs and arrangements in which he or his family members were participating on the Termination Date, on terms and conditions that are no less favorable than those that applied on such date, provided that the Executive's entitlements under this -------- Section 9(d)(v) shall expire to the contraryextent that equivalent coverages and benefits (determined on a coverage-by-coverage and benefit-by-benefit basis) are provided under the plans, all options and any other deferred compensation granted to you will continue to vest for programs or arrangements of a period of three (3) months after the date your employment terminates and all vested stock options and other deferred compensation will be exercisable until the earlier of the original expiry day of the stock options and deferred compensation and the date that is six (6) months after the date your employment terminates. Any payments, severance, or other benefits hereunder will be subject to applicable withholdings and deductions. You will not be entitled to receive any further pay or compensation except (i) as expressly set out in this Agreement, and (ii) the pay, if any, accrued and owing under this Agreement up to the date of termination of your employment. On termination of your employment, regardless of the reason for such termination, you shall immediately (and with contemporaneous effect) resign any directorships, offices or other positions that you may hold, if any, in the Company, Parent or any affiliate, unless otherwise agreed in writing by the Company and Parentsubsequent employer.
Appears in 1 contract
Termination Without Cause. (This Section P does not apply Should EMPLOYER terminate this Agreement for reasons other than those specified in Sections 3, 4, 5, or 7 herein, SCHU▇▇▇ ▇▇▇ll be entitled to a termination without cause that occurs within three (3) months prior to a Change use of Control and in relation an automobile or connection to that Change of Control or within six (6) months prior to a Change of Control and in relation or connection to that Change of Control or within twelve (12) months of a Change of Control – such terminations are covered by Section M). The Company may terminate your employment without Cause at any time upon providing you a severance payment in the amount equal to twelve (12) months plus one (1) additional month for every one (1) year of consecutive service with the Company or Parentautomobile allowance, up to a maximum of eighteen (18) months (the “Payment Period”)full automobile insurance coverage, and subject to Appendix A and the conditions precedent therein. In addition health insurance coverage under any health insurance policies maintained by EMPLOYER for its other senior executives, all of which shall be provided pursuant to the severance payment aboveterms of Section 2 (a) (v) herein and shall continue to be provided without interruption for one year following the effective date of termination pursuant to this Section 6. Upon termination pursuant to this Section 6, in EMPLOYER shall additionally pay to SCHU▇▇▇ ▇ ▇ump sum payment, to be paid on the event effective date of a termination without Causepursuant to this Section 6, the Company will provide you with the following, and, as above, subject to Appendix A and the conditions precedent therein:
which shall consist of: (i) the Company will pay on your behalf or otherwise reimburse you for the cost of the monthly premiums for you and your eligible dependents to continue your health care benefits pursuant under COBRAfull annual Base Salary, as amended up to the earlier of (I) the end of the Payment Period, or (II) the date you commence full-time employment;
(ii) the Company will pay you an Average Bonus pro-rated for the period of the partial bonus year you actually worked immediately prior to the termination of your employment, less statutory and other applicable deductions as required. For example, if your last day of work is March 31, you will receive three (3) months of your Average Bonus. If a bonus has not yet been determined for the preceding completed calendar year, the Compensation Committee will first make that determination in the ordinary course using relevant criteria in a manner consistent with prior practice and make its recommendation to the Board so that the Average Bonus can then be determined and paid in accordance with this provision. For clarity, it is expressly agreed that you will not be entitled to any bonus whatsoever for any period of time after your last actual day at work, including during the Payment Period;
(iii) the Company will pay an amount equal to the contributions to your retirement savings plan it would have paid on your behalf for annual Bonus compensation earned by SCHU▇▇▇ ▇▇ the Payment Period.
(iv) notwithstanding any provision in the Plan to the contrary, all options and any other deferred compensation granted to you will continue to vest for a period of three (3) months after the date your employment terminates and all vested stock options and other deferred compensation will be exercisable until the earlier end of the original expiry day of the stock options and deferred compensation and the date that is six (6) months after the date your employment terminates. Any payments, severance, or other benefits hereunder will be subject to applicable withholdings and deductions. You will not be entitled to receive any further pay or compensation except (i) as expressly set out in this Agreementprior year, and (iiiii) the paycash value of all vacation, if any, holiday and sick days which have accrued and owing under this Agreement up to the date of termination and which would have accrued for one year following termination pursuant to this Section 6. (The sum of your employment. On termination of your employmentall amounts and benefits to be provided by EMPLOYER to SCHU▇▇▇ ▇▇▇suant to this Section 6 is collectively referred to herein as the "Termination Payment".) If, regardless after the end of the reason for fiscal year following the effective date of termination pursuant to this Section 6, it is determined that the annual Bonus compensation which would have been earned by SCHU▇▇▇ ▇▇▇ such terminationyear if the SCHU▇▇▇ ▇▇▇ continued to be employed under this Agreement would have exceeded the Bonus actually paid, you EMPLOYER shall immediately pay SCHU▇▇▇ ▇ ▇ump sum payment equal to the difference between the Bonus amount previously paid to SCHU▇▇▇ ▇▇▇ the Bonus amount that would have been earned by SCHU▇▇▇. ▇uch amount shall be paid on the earlier of ten (10) days after the issuance of EMPLOYER'S annual certified financial report or one hundred and with contemporaneous effecttwenty (120) resign days after the end of the fiscal year. SCHU▇▇▇ ▇▇▇ll not be obligated to reimburse EMPLOYER if the Bonus amount paid by EMPLOYER upon termination exceeds the amount of any directorships, offices or other positions Bonus that you may hold, if any, in the Company, Parent or any affiliate, unless otherwise agreed in writing by the Company and Parentwould have been earned.
Appears in 1 contract
Termination Without Cause. (This Section P does not apply to a termination without cause that occurs within three (3) months prior to a Change of Control and in relation or connection to that Change of Control or within six (6) months prior to a Change of Control and in relation or connection to that Change of Control or within twelve (12) months of a Change of Control – such terminations are covered by Section M). The Company may terminate your employment without Cause at any time upon providing you a severance payment in If, during the amount equal to twelve (12) months plus one (1) additional month for every one (1) year of consecutive service with the Company or Parent, up to a maximum of eighteen (18) months (the “Payment Employment Period”), and subject to Appendix A and the conditions precedent therein. In addition to the severance payment above, in the event of a termination without Cause, the Company will provide you with terminates the followingemployment of the Executive hereunder for any reason other than a reason set forth in Section 4(a), and, as above, subject to Appendix A and the conditions precedent therein:4(b) or 4(c):
(i) concurrent with such termination, the Company will shall pay to the Executive an amount equal to his Base Salary, prorated Bonus (based on your behalf or otherwise reimburse you the same percentage of Base Salary as the average annual Bonuses paid to the Executive for the cost three fiscal years of the monthly premiums for you Company preceding such termination of employment) and your eligible dependents to continue your health care benefits any amounts payable pursuant under COBRA, as amended up to the earlier of (I) the end of the Payment PeriodSupplemental Retirement Plan, or (II) in each case accrued through the date you commence full-time employmentof termination;
(ii) the Company will shall continue to pay you an Average the Executive his Base Salary, Bonus pro-rated (based on the same percentage of Base Salary as the average annual Bonuses paid to the Executive for the three fiscal years of the Company preceding such termination of employment) and all other benefits which would otherwise be payable hereunder for a period of the partial bonus year you actually worked immediately twelve months following such termination; PROVIDED, HOWEVER, that if, prior to the termination end of your employmentsuch twelve-month period, the Executive shall obtain employment with another employer, the amounts otherwise payable pursuant to this clause (ii) shall be reduced by the amount of compensation earned by the Executive from his new employment during such period (except that in no event shall any such reduction result in the Executive receiving an amount pursuant to this clause (ii) that would be less statutory than the amount the Executive would have earned if his Base Salary, Bonus and other applicable deductions as required. For example, if your last day of work is March 31, you will receive three (3) months of your Average Bonus. If benefits had been continued for a bonus has not yet been determined for the preceding completed calendar year, the Compensation Committee will first make that determination in the ordinary course using relevant criteria in a manner consistent with prior practice and make its recommendation to the Board so that the Average Bonus can then be determined and paid in accordance with this provision. For clarity, it is expressly agreed that you will not be entitled to any bonus whatsoever for any period of time after your last actual day at work, including during the Payment Periodsix months following such termination);
(iii) all of the Company will pay an amount equal Executive's options to the contributions to your retirement savings plan it would have paid on your behalf for the Payment Period.purchase Common Stock shall be immediately 100% exercisable;
(iv) notwithstanding any provision in the Plan to the contrary, all options and any other deferred compensation granted to you will continue to vest for a period of three (3) months after the date your employment terminates and all vested stock options and other deferred compensation will be exercisable until the earlier of the original expiry day of the stock options and deferred compensation and the date that is six (6) months after the date your employment terminates. Any payments, severance, or other benefits hereunder will be subject to applicable withholdings and deductions. You will not Executive shall be entitled to receive any further pay or compensation except amounts owing but not yet paid pursuant to Section 3(e); and
(i) as expressly set out in this Agreement, and (iiv) the pay, if any, accrued and owing Executive shall be entitled to his rights to indemnification under this Agreement up to the date of termination of your employment. On termination of your employment, regardless of the reason for such termination, you shall immediately (and with contemporaneous effect) resign any directorships, offices or other positions that you may hold, if any, in the Company, Parent or any affiliate, unless otherwise agreed in writing by the Company and ParentSection 5 hereof.
Appears in 1 contract
Sources: Employment Agreement (Landauer Inc)
Termination Without Cause. If the Executive’s employment by the Company is Terminated during the Term by the Company other than for Cause (This which, for the avoidance of doubt, will not include a Termination due to the Executive’s Disability or death), and contingent on the Executive’s satisfaction of the Release Condition and the Executive’s continued compliance with the Executive’s obligations in Sections 10 and 11 hereof (as well as with any and all other restrictive covenants applicable to the Executive in favor of the Company or its Affiliates), the Company will pay or provide to the Executive the following payments or benefits (collectively, the “Severance Benefits”):
(i) the Accrued Benefits, payable as provided in Section P does not apply 1(a);
(ii) severance payments in an aggregate amount equal to Executive’s Base Salary for 18 months (the “Severance Period”), payable in equal bi-weekly installments in accordance with the Company’s general payroll policies and procedures over the Severance Period commencing on the Termination Date, provided that the first such installment will be paid on the Company’s first regularly scheduled payroll date next following the sixtieth (60th) day after the Termination Date and will include payment of any installments that were otherwise due prior thereto;
(iii) an amount equal to the product of (x) the Executive’s target award under the Company’s short term incentive plan (the “STIP”) for the STIP performance year in which the Executive’s termination occurs (such amount, the “Target STIP Award”) and (y) 1.5, payable in one lump sum cash payment within sixty (60) calendar days following the Termination Date;
(iv) an amount equal to the Executive’s award under the STIP for the performance year in which Termination occurs pro-rated using a termination without cause that occurs within three fraction the numerator of which is the number of full and partial months during which the Executive was employed by the Company during such year and the denominator of which is twelve (312) months prior (the “Pro-Rated STIP Award”), payable in accordance with the terms of the STIP, including satisfaction of any applicable performance goals and the application of adjustments to the target payout as set forth in the STIP, in one lump sum cash payment at the time such awards are normally paid to all participants in the STIP but in no event later than March 15 of the year following the Executive’s Termination;
(v) Company-paid executive outplacement services from one or more organizations retained by the Company for this purposes for a Change period of Control and in relation or connection to that Change of Control or within six (6) months prior to a Change of Control and in relation or connection to that Change of Control or within twelve (12) months of a Change of Control – such terminations are covered by Section M). The Company may terminate your employment without Cause at any time upon providing you a severance payment in following the amount equal to twelve (12) months plus one (1) additional month for every one (1) year of consecutive service with the Company or ParentTermination Date, up subject to a maximum cost to the Company not to exceed $12,000.00 dollars and provided that Executive engages such outplacement services within six months of eighteen (18) months the Termination Date (the “Payment PeriodOutplacement Services”), and ; and
(vi) subject to Appendix A and the conditions precedent therein. In addition to Executive’s timely election of continuation coverage under the severance Company’s group health plan in accordance with COBRA, payment aboveby the Company of the full amount of Executive’s premiums for such continued coverage (without contribution or reimbursement from the Executive), in a manner intended to avoid any excise tax under Section 4980D of the event of a termination without Cause, the Company will provide you with the following, and, as aboveCode, subject to Appendix A the eligibility requirements and the other terms and conditions precedent therein:
(i) of such coverage, and provided that the Company will pay on your behalf may modify or otherwise reimburse you terminate the benefit provided hereunder to the extent necessary to comply with applicable law (the “COBRA Subsidy”) for the cost of the monthly premiums for you and your eligible dependents to continue your health care benefits pursuant under COBRA, as amended up to the earlier lesser of (Ix) 18 months following the end of the Payment PeriodTermination Date, or (IIy) the date you commence full-time employment;
(ii) the Company will pay you an Average Bonus pro-rated for the period of the partial bonus year you actually worked immediately prior to the termination of your employment, less statutory and other applicable deductions as required. For example, if your last day of work is March 31, you will receive three (3) months of your Average Bonus. If a bonus has not yet been determined for the preceding completed calendar year, the Compensation Committee will first make that determination in the ordinary course using relevant criteria in a manner consistent with prior practice and make its recommendation to the Board so that the Average Bonus can then be determined and paid in accordance with this provision. For clarity, it is expressly agreed that you will not be entitled to any bonus whatsoever for any period of time after your last actual day at work, including during the Payment Period;
(iii) the Company will pay an amount equal to the contributions to your retirement savings plan it would have paid on your behalf for the Payment Period.
(iv) notwithstanding any provision in the Plan to the contrary, all options and any other deferred compensation granted to you will continue to vest for a period of three (3) months after the date your employment terminates and all vested stock options and other deferred compensation will be exercisable until the earlier of the original expiry day of the stock options and deferred compensation and the date that is six (6) months after the date your employment terminates. Any payments, severance, or other benefits hereunder will be subject to applicable withholdings and deductions. You will not be entitled to receive any further pay or compensation except (i) as expressly set out in this Agreement, and (ii) the pay, if any, accrued and owing under this Agreement up to the date of termination of your employment. On termination of your employment, regardless of the reason Executive becomes eligible for such termination, you shall immediately (and with contemporaneous effect) resign any directorships, offices or other positions that you may hold, if any, in the Company, Parent or any affiliate, unless otherwise agreed in writing by the Company and Parentgroup health coverage from another employer.
Appears in 1 contract
Sources: Severance and Change in Control Protection Agreement (Premier Financial Corp)
Termination Without Cause. At any time the Company shall have the right to terminate the Executive's employment hereunder by written notice to the Executive. Upon any termination pursuant to this Section 5.4 (This Section P does that is not apply to a termination without cause that occurs within three under any of Sections 5.1, 5.2, 5.3, 5.5 or 5.6), the Company shall (3i) months pay to the Executive any unpaid Base Salary through the effective date of termination specified in such notice, (ii) subject to the second last sentence of this Section 5.4, continue to pay the Executive's Base Salary through the Expiration Date, in the manner and at such time as the Base Salary would otherwise have been payable to the Executive, (iii) pay to the Executive the Incentive Compensation, if any, not yet paid to the Executive for any year prior to such termination, at such time as the Incentive Compensation would otherwise have been payable to the Executive, (iv) pay to the Executive (within 45 days after such termination) a Change pro rata portion of Control and the Incentive Compensation, if any, for the year in relation or connection which such termination occurs, as calculated pursuant to that Change the terms of Control or within six Section 3.3 (6including the provisos set forth in clauses (i)-(iii) months of such Section); provided that, for purposes of such calculation, (x) EBT shall be calculated for the portion of the year through the end of the month prior to the month in which such termination occurs and based upon unaudited financial information prepared in accordance with generally accepted accounting principles, applied consistently with prior periods, as approved and reviewed by the Board or the Committee, as applicable, and (y) in determining the maximum Incentive Compensation for such year, Base Salary shall be the amount of Base Salary actually paid to the Executive during the year of termination other than pursuant to Section 5.4(ii), and (v) pay to the Executive, within 45 days after the termination date, any Deferred Compensation earned in prior years during the Term, whether or not vested, and a Change pro rata portion of Control the Deferred Compensation for the current year, if any. Whether any Deferred Compensation is due for the current year shall be determined pursuant to Section 3.5(i)-(iii) after multiplying each of Net Revenues and EBT for the year through the month prior to the month in relation or connection which termination occurs by a fraction, the numerator of which is 12 and the denominator of which is the number of months in the year through the month in which termination occurs, and using the product of each in performing the calculations under Sections 3.5(i)-(iii). If Deferred Compensation is due, the amount due shall be calculated by multiplying .50 by the amount of Base Salary paid to that Change of Control or within twelve (12) months of a Change of Control – such terminations are covered by the Executive for the year other than pursuant to Section M5.4(ii). The Company may terminate your employment without Cause at any time upon providing you a severance payment in the amount equal to twelve shall have no further liability hereunder (12) months plus one (1) additional month other than for every one (1) year of consecutive service with the Company or Parent, up to a maximum of eighteen (18) months (the “Payment Period”), and subject to Appendix A and the conditions precedent therein. In addition to the severance payment above, in the event of a termination without Cause, the Company will provide you with the following, and, as above, subject to Appendix A and the conditions precedent therein:
(i) the Company will pay on your behalf or otherwise reimburse you reimbursement for the cost of the monthly premiums for you and your eligible dependents to continue your health care benefits pursuant under COBRA, as amended up to the earlier of (I) the end of the Payment Period, or (II) the date you commence full-time employment;
(ii) the Company will pay you an Average Bonus pro-rated for the period of the partial bonus year you actually worked immediately reasonable business expenses incurred prior to the termination date of your employmenttermination, less statutory and other applicable deductions as required. For examplesubject, if your last day of work is March 31however, you will receive three (3) months of your Average Bonus. If a bonus has not yet been determined for the preceding completed calendar year, the Compensation Committee will first make that determination in the ordinary course using relevant criteria in a manner consistent with prior practice and make its recommendation to the Board so that the Average Bonus can then be determined and paid in accordance with this provision. For clarity, it is expressly agreed that you will not be entitled to any bonus whatsoever for any period provisions of time after your last actual day at work, including during the Payment Period;
(iii) the Company will pay an amount equal to the contributions to your retirement savings plan it would have paid on your behalf for the Payment Period.
(iv) notwithstanding any provision in the Plan to the contrary, all options and any other deferred compensation granted to you will continue to vest for a period of three (3) months after the date your employment terminates and all vested stock options and other deferred compensation will be exercisable until the earlier of the original expiry day of the stock options and deferred compensation and the date that is six (6) months after the date your employment terminates. Any payments, severance, or other benefits hereunder will be subject to applicable withholdings and deductions. You will not be entitled to receive any further pay or compensation except (i) as expressly set out in this AgreementSection 4.1, and (ii) payment of compensation for unused vacation days that have accumulated during the paycalendar year in which such termination occurs). Notwithstanding the foregoing, if any, accrued and owing under this Agreement up the Executive shall find other employment prior to the date of termination of your employment. On termination of your employmentExpiration Date, regardless then the Executive shall notify the Company in writing of the reason for date and terms of such termination, you employment and the Company shall immediately be entitled to reduce the amount payable to the Executive pursuant to Section 5.4(ii) during the period from the commencement of such other employment until the Expiration Date (and with contemporaneous effectthe "Other Employment Period") resign any directorships, offices or other positions that you may hold, if any, in the Company, Parent or any affiliate, unless otherwise agreed in writing by the Company and Parentcompensation payable to the Executive for services rendered in connection with such other employment during the Other Employment Period. Nothing contained in this Section 5.4 or elsewhere herein shall relieve the Executive from any obligation to comply with any of the provisions of Section 6 hereof, which shall remain binding on the Executive.
Appears in 1 contract
Sources: Employment Agreement (Capital Factors Holdings Inc)
Termination Without Cause. (This Section P does not apply to a termination In the event that the Company discharges the Executive without cause that occurs within three (3) months prior to a Change the expiration of Control the Employment Period, the Executive's post-discharge compensation and in relation or connection benefits will be as follows, subject to that Change of Control or within six (6) months prior to a Change of Control and in relation or connection to that Change of Control or within twelve (12) months the Executive's execution of a Change release as set forth in Paragraph 7 below:
(a) The Executive will be placed on inactive or "RA" status beginning on the day following his last day of Control – such terminations are covered by Section Mactive work and ending on the earliest of (i) the date the Employment Period was scheduled to expire, (ii) the day the Executive begins employment for a person or entity other than the Company, or (iii) the day the Executive fails to observe any provision of this Agreement, including his obligations under Paragraphs 8 and 9 (the "RA Period). , during which time he will be paid the salary provided in subparagraph 2(a) on the same schedule as if he still were an active employee (less the customary deductions), subject to any required delay described in subparagraph (c) below;
(b) The Company may terminate your employment without Cause at any time upon providing you a severance payment in the Executive will be paid an amount equal to twelve two-thirds of the targeted incentive provided in Paragraph 2(b) for the year in which he ceases active employment and for each succeeding year (12or, on a pro rata basis, portion of a year) during the RA Period, payable on March 31 following the end of the year to which such targeted incentive relates if the Executive is still on RA status on the scheduled payment date or, in the case of the year during which RA status terminates, if the Executive is still on RA status on the last day of the RA Period, subject to any required delay described in subparagraph (c) below;
(c) Notwithstanding the provisions of subparagraphs (a) and (b) above, if the Executive is a "specified employee" under section 409A of the Internal Revenue Code of 1986, as amended ("Code"), no payment of deferred compensation within the meaning of Code section 409A will be paid to the Executive on account of his termination of employment for 6 months plus one following the day he ceases active work, and any such payments due during such 6-month period will be held and paid on the first business day following completion of such 6-month period, along with interest calculated at the 6-month Treasury rate in effect at the beginning of the RA Period;
(1d) Any unvested stock options, restricted stock or performance shares held by the Executive on his last day of active work that would have vested by the scheduled expiration of the Employment Period had the Executive not been discharged will vest on his last day of active work subject to the payment by the Executive of all applicable taxes. Any vested stock option will remain exercisable after the Executive ceases active work in accordance with the terms of the applicable award relating to post-termination exercise. Any stock options, performance shares or restricted stock not already vested on the Executive's last day of active work or vested on such last day in accordance with this subparagraph (d) will be forfeited on the Executive's last day of active work.
(e) The Executive's active participation in the Company's 401(k) Plan, ESOP and SERP will end on his last day of active work, and he will earn no vesting service and no additional month for every one (1benefits under those plans after that date. For purposes of receiving a distribution of his vested account balance under the 401(k) year of consecutive plan or ESOP, the Executive will be considered to have severed from service with the Company or Parent, up to a maximum on his last day of eighteen active work.
(18f) months (the “Payment Period”), and subject to Appendix A and the conditions precedent therein. In addition to the severance payment above, in the event of a termination without Cause, The Executive will remain covered by the Company will provide you with medical plan during the following, and, RA Period under the same terms and conditions as above, subject to Appendix A and the conditions precedent therein:
(i) the Company will pay on your behalf or otherwise reimburse you for the cost of the monthly premiums for you and your eligible dependents to continue your health care benefits pursuant under COBRA, as amended up to the earlier of (I) an active employee. At the end of the Payment Period, or (II) RA Period the date you commence full-time employment;
(ii) Executive will be entitled to continuation coverage for himself and his eligible dependents under the plan's COBRA provisions at his own expense. The Executive's participation in all other welfare benefit and fringe benefit plans of the Company will pay you an Average Bonus pro-rated for end on the period day he ceases active work, subject to any conversion rights generally available to former employees under the terms of such plans. Any amounts payable to the Executive under this Paragraph 6 shall be reduced by the amount of the partial bonus year you actually worked immediately prior Executive's earnings from other employment (which the Executive shall have an affirmative duty to the termination of your employmentseek; provided, less statutory and other applicable deductions as required. For examplehowever, if your last day of work is March 31, you will receive three (3) months of your Average Bonus. If a bonus has not yet been determined for the preceding completed calendar year, the Compensation Committee will first make that determination in the ordinary course using relevant criteria in a manner consistent with prior practice and make its recommendation to the Board so that the Average Bonus can then be determined and paid in accordance with this provision. For clarity, it is expressly agreed that you will Executive shall not be entitled obligated to any bonus whatsoever for any period of time after your last actual day at work, including during the Payment Period;
(iii) the Company will pay an amount equal accept a new position which is not reasonable comparable to the contributions to your retirement savings plan it would have paid on your behalf for the Payment Period.
(iv) notwithstanding any provision in the Plan to the contrary, all options and any other deferred compensation granted to you will continue to vest for a period of three (3) months after the date your his employment terminates and all vested stock options and other deferred compensation will be exercisable until the earlier of the original expiry day of the stock options and deferred compensation and the date that is six (6) months after the date your employment terminates. Any payments, severance, or other benefits hereunder will be subject to applicable withholdings and deductions. You will not be entitled to receive any further pay or compensation except (i) as expressly set out in this Agreement, and (ii) the pay, if any, accrued and owing under this Agreement up to the date of termination of your employment. On termination of your employment, regardless of the reason for such termination, you shall immediately (and with contemporaneous effect) resign any directorships, offices or other positions that you may hold, if any, in the Company, Parent or any affiliate, unless otherwise agreed in writing by the Company and Parent).
Appears in 1 contract
Termination Without Cause. (This Section P does not apply to a termination without cause In the event that occurs within three (3) months the Executive’s employment hereunder is terminated by the Company prior to a Change the expiration of Control and the Term other than for Disability or death or for Cause in relation or connection to that Change of Control or within six (6accordance with Section 7(a) months prior to a Change of Control and in relation or connection to that Change of Control or within twelve (12) months of a Change of Control – such terminations are covered by Section M). The Company may terminate your employment without Cause at any time upon providing you a severance payment in the amount equal to twelve (12) months plus one (1) additional month for every one (1) year of consecutive service with the Company or Parenthereof, up to a maximum of eighteen (18) months (the “Payment Period”), and subject to Appendix A and the conditions precedent therein. In addition to the severance payment above, in the event of a termination without Cause, the Company will provide you with the following, and, as abovehe shall, subject to Appendix A and the conditions precedent thereinprovisions of Section 7(f) hereof, be entitled to:
(i) an amount, payable in a lump sum as soon as practicable following the Termination Date, equal to the product of (x) the sum of his annual Base Salary at the rate in effect as of the Termination Date plus an amount equal to the average annual cash bonus earned by him for the three (3) calendar years prior to the Termination Date (or for all consecutive full calendar years of employment if he was employed by the Company will pay on your behalf or otherwise reimburse you for the cost of the monthly premiums for you and your eligible dependents to continue your health care benefits pursuant under COBRAfewer than three (3) full calendar years), as amended up to the earlier of multiplied by (Iy) the end number of whole months remaining in the Payment Period, or Term (IIbut not less than 24) the date you commence full-time employmentdivided by (z) 12;
(ii) an annual cash bonus under the Company will pay you an Average Bonus pro-rated Plan for the period year of the partial bonus year you actually worked immediately prior to the termination of your employmenttermination, less statutory and other applicable deductions as required. For example, if your last day of work is March 31, you will receive three (3) months of your Average Bonus. If a bonus has not yet been determined for the preceding completed calendar year, the Compensation Committee will first make that determination in the ordinary course using relevant criteria in a manner consistent with prior practice and make its recommendation to the Board so that the Average Bonus can then be determined and paid in accordance with this provision. For clarityat the end of such year (x) as if the Executive’s employment hereunder had continued, it is expressly agreed (y) as if “target” performance levels had been attained on all individual performance goals and (z) using actual performance as against corporate goals (i.e., shareholder return and FFO), provided that you will not the amount actually paid shall be entitled to any bonus whatsoever for any period prorated based on the number of time after your last actual day at work, including days during the Payment Periodyear of termination on which the Executive was employed by the Company;
(iii) the Company will pay an amount equal with respect to long-term incentive awards granted to the contributions Executive under Section 5 hereof, (A) if the applicable performance period ended on or prior to your retirement savings plan it would have paid the Termination Date, any earned but unvested share units shall vest as of the Termination Date, (B) if the applicable performance period did not end on your behalf for or prior to the Payment Period.Termination Date, the number of share units earned by the Executive shall be determined as of such date as if the performance period had ended on such date (with rates of return accordingly measured over the shortened performance period rather than the originally scheduled three-year performance period), and any units earned shall vest as of such date, without proration, and (C) except to the extent otherwise provided in an applicable deferral election of the Executive, any share unit that vests pursuant to this clause (iii) shall pay out promptly after vesting;
(iv) notwithstanding any provision continued participation, for the Executive and his dependents, through the later of the end of the Original Term and the first anniversary of the Termination Date, in all medical, dental, vision, prescription drug, hospitalization and health insurance coverages and benefits in which they were participating as of the Plan Termination Date, on terms and conditions that are no less favorable to them than those that apply to other participants generally, and with continuation coverage benefits under group health plans as required by the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended, commencing following such period, provided, that such entitlements shall be reduced to the contraryextent that equivalent coverages and benefits (determined on a coverage-by-coverage and benefit-by-benefit basis) are provided under the plans, all options programs or arrangements of a subsequent employer, and any other deferred compensation granted provided, further, that to you will continue to vest for a period of three (3) months after the date your employment terminates and all vested stock options and other deferred compensation will be exercisable until extent that the earlier of the original expiry day of the stock options and deferred compensation and the date that is six (6) months after the date your employment terminates. Any payments, severanceExecutive, or other benefits hereunder will be subject to applicable withholdings and deductions. You will not any of his dependents, is precluded from continuing full participation in any coverage or benefit as provided in this Section 7(b)(iv), the Executive shall be entitled to receive the after-tax economic equivalent of any further pay coverage or compensation except benefit foregone, for which purpose the economic equivalent shall be deemed to be the total cost of obtaining such coverage or benefit on an individual basis, with payment of such after tax economic equivalent to be made quarterly in advance, without discount; and
(i) as expressly set out in this Agreement, and (iiv) the pay, if any, accrued and owing under this Agreement up to the date of termination of your employment. On termination of your employment, regardless of the reason for such termination, you shall immediately (and with contemporaneous effectbenefits described in Section 7(d) resign any directorships, offices or other positions that you may hold, if any, in the Company, Parent or any affiliate, unless otherwise agreed in writing by the Company and Parent.hereof
Appears in 1 contract
Termination Without Cause. (This Section P does not apply to a termination without cause that occurs within three (3) months prior to a Change of Control In the event GTI terminates this Agreement and in relation or connection to that Change of Control or within six (6) months prior to a Change of Control and in relation or connection to that Change of Control or within twelve (12) months of a Change of Control – such terminations are covered by Section M). The Company may terminate your the Employee’s employment without Cause at any time upon providing you a severance payment in the amount equal to twelve (12) months plus one (1) additional month for every one (1) year of consecutive service with the Company or Parent, up to a maximum of eighteen (18) months (the “Payment Period”), and subject to Appendix A and the conditions precedent therein. In addition to the severance payment above, in the event of a termination without Cause, the Company will provide you with the following, and, as above, subject to Appendix A and the conditions precedent therein:
(i) GTI shall promptly pay or provide to the Company will pay on your behalf or otherwise reimburse you Employee, to the extent earned prior to the date of such termination: (A) all Salary; (B) the pro rata share of all Bonuses for the cost fiscal year in which the termination occurred (which payment shall be made based on the assumption that GTI had met the requirement for the payment of the monthly premiums for you and your eligible dependents to continue your health care benefits pursuant Target Bonus); (C) any Benefits under COBRA, as amended up any plans of GTI in which the Employee is a participant to the earlier of (I) the end full extent of the Payment PeriodEmployee’s rights under such plans prior to termination, or except as noted in Section 12(f)(ii)(B) below; and (IID) reimbursement of any appropriate business and/or entertainment expenses incurred by the date you commence full-time employment;Employee prior to such termination and properly submitted to GTI.
(ii) subject to the Company will GTI’s receipt from the Employee of a general release of employment-related claims, GTI shall also promptly pay you an Average Bonus proto the Employee:
(A) a lump sum amount equal to the Employee’s Salary at its then-rated current rate for a period equal to six (6) months, plus any amount to be paid to the period Employee as a cash payout of Salary due to the Employee for that portion of the partial bonus Employer’s Notice Period that GTI shall elect to pay out pursuant to section 12(e) hereof; provided that following the completion by the Employee of one year you actually worked immediately prior to the termination of your employmentemployment (i.e., less statutory and other applicable deductions as required. For exampleSeptember 1, if your last day of work is March 31, you will receive three (3) months of your Average Bonus. If a bonus has not yet been determined for the preceding completed calendar year2006), the Compensation Committee will first make that determination in the ordinary course using relevant criteria in a manner consistent with prior practice and make its recommendation amount paid under this section 12(f)(ii)A shall increase to the Board so that the Average Bonus can then be determined and paid in accordance with this provision. For clarity, it is expressly agreed that you will not be entitled to any bonus whatsoever for any period of time after your last actual day at work, including during the Payment Period;
(iii) the Company will pay an amount equal to the contributions Employee’s Salary at its then-current rate for a period equal to your retirement savings plan it would have nine (9) months, plus any amount to be paid on your behalf to the Employee as a cash payout of Salary due to the Employee for that portion of the Payment Period.Employer’s Notice Period that GTI shall elect to pay out pursuant to section 12(e) hereof; and
(ivB) notwithstanding any provision in the Plan event GTI is unable to continue such benefits pursuant to clause (iii) hereof, GTI shall pay to the contrary, Employee the cost of continuing all options medical and any other deferred compensation granted to you will continue to vest dental coverages for a period of three (3) months after the date your employment terminates and all vested stock options and other deferred compensation will be exercisable until the earlier of the original expiry day of the stock options and deferred compensation and the date that is six (6) months after the date your employment terminates. Any payments, severance, or other benefits hereunder will be subject to applicable withholdings and deductions. You will not be entitled to receive any further pay or compensation except (i) as expressly set out in this Agreementmonths, and shall pay directly to the Employee a cash amount equal to the maximum matching contribution which the Employee would have received pursuant to the terms of GTI’s 401(k) Plan as though he had been permitted to continue making the maximum permissible contributions to such plan for such period.
(iii) In addition to the payments described in clause (ii) hereof, GTI shall continue to provide the pay, if any, accrued Employee and owing under this Agreement up his eligible dependents at GTI’s expense (except to the date extent of termination any premiums customarily charged to active employees) with all medical, dental, life, disability and other coverages as provided for under Section 6(a) hereof during the period determined in accordance with Section 12(f)(ii)(A), provided however, that such benefits shall cease upon the Employee’s receipt of your employment. On termination of your employmentcomparable benefits under, regardless of or coverage under, any plans provided by a new employer if such coverage commences prior to the reason for such termination, you shall immediately (and period determined in accordance with contemporaneous effectSection 12(f)(ii)(A) resign any directorships, offices or other positions that you may hold, if any, in the Company, Parent or any affiliate, unless otherwise agreed in writing by the Company and Parenthereof.
Appears in 1 contract
Termination Without Cause.
(This Section P does not apply to a termination without cause that occurs within three a) Employer.
(3i) months prior to a Change of Control and in relation or connection to that Change of Control or within six (6) months prior to a Change of Control and in relation or connection to that Change of Control or within twelve (12) months of a Change of Control – such terminations are covered by Section M). The Company Employer may terminate your Executive’s employment without Cause at any time upon providing you a severance payment in the amount equal to twelve without Cause.
(12ii) months plus one (1) additional month for every one (1) year of consecutive service with the Company or Parent, up to a maximum of eighteen (18) months (the “Payment Period”), and subject to Appendix A and the conditions precedent therein. In addition to the severance payment above, in the event of a termination without Causeunder Section 7(a)(i), Executive will be entitled to:
1. Earned and accrued Base Salary through the date of termination;
2. A cash amount equal to one (1) year’s Base Salary; and
3. To the extent not already received, a pro-rated STPB as of the termination date;
(A) If the fiscal year is in progress at the termination date, the Company STPB will provide you with be calculated and payable based on the following, and, as above, subject to Appendix A and the conditions precedent therein:
(i) the Company will pay on your behalf or otherwise reimburse you for the cost average of the monthly premiums for you and your eligible dependents STPB achieved and/or paid to continue your health care benefits pursuant under COBRA, as amended up Executive in the two (2) years prior to the earlier of (I) the end of the Payment Periodtermination date, or (II) the date you commence full-time employment;
(ii) the Company will pay you an Average Bonus and pro-rated for the period of fiscal year in progress. If no such STPB has been achieved in the partial bonus year you actually worked immediately two (2) years prior to the termination of your employmentdate, less statutory and other applicable deductions as required. For example, if your last day of work is March 31, you the Employer will receive three (3) months of your Average Bonus. If a bonus has not yet been determined pay the STPB pro-rated for the preceding fiscal year in progress, provided the associated targets have met the quarterly budgeted target levels as of the termination date.
(B) If the applicable fiscal quarter or fiscal year is completed calendar yearat the termination date, the Compensation Committee STPB will first make that determination in the ordinary course using relevant criteria in a manner consistent with prior practice be calculated and make its recommendation to the Board so that the Average Bonus can then be determined and paid payable in accordance with this provisionSection 4(b). For clarity, it is expressly agreed that you will not be entitled to any bonus whatsoever for any period of time after your last actual day at work, including during the Payment Period;
(iii) All payments identified will be made in a lump sum less appropriate withholding and deductions in accordance with the Company will pay an amount equal to Employer’s normal payroll process or otherwise in accordance with applicable law and the contributions to your retirement savings plan it would have paid on your behalf for the Payment Period.terms of this Agreement.
(iv) notwithstanding any provision All payments identified in Section 7(a)(ii)(2) will be made in cash, less appropriate withholding and deductions, as soon as practicable following sixty (60) days of the Plan termination date, provided that during such period, the Executive executed and returned a release and waiver agreement in a form acceptable to the contrary, all options Employer and did not exercise any other deferred compensation granted right to you will continue to vest for a period of three revoke such release and waiver agreement.
(3b) months after the date your employment terminates and all vested stock options and other deferred compensation will be exercisable until the earlier of the original expiry day of the stock options and deferred compensation and the date that is six (6) months after the date your employment terminatesExecutive. Any payments, severance, or other benefits hereunder will be subject to applicable withholdings and deductions. You will not be entitled to receive any further pay or compensation except
(i) Executive may voluntarily terminate his employment and resign at any time provided he gives JEGI and the Employer sixty (60) days’ prior written notice, which notice period may be waived by JEGI and the Employer (in which case such resignation will be effective as expressly set out of the date stipulated in such waiver). In the event of a termination by Executive under this AgreementSection 7(b)(i), and the Employer will pay only the portion of Base Salary or previously awarded bonus unpaid as of the termination date.
(ii) Executive may terminate his employment for Good Reason. Upon a termination for Good Reason, the pay, if any, accrued and owing under this Agreement up to the date terms of termination of your employmentSection 7(a)(i)-(iv) shall apply. On termination of your employment, regardless of the reason for such termination, you shall immediately (and with contemporaneous effect) resign any directorships, offices or other positions that you may hold, if any, in the Company, Parent or any affiliate, unless otherwise agreed in writing by the Company and Parent.
Appears in 1 contract
Sources: Executive Employment Agreement (Just Energy Group Inc.)
Termination Without Cause. (This Section P does not apply to a termination Employer may terminate this Agreement without cause at any time. "Without cause" termination shall include, but not be limited to: (i) Employer's notice to Employee of its intent not to renew this Agreement in accordance with the provisions of Section 1 hereof; and (ii) Employer's notice to Employee that occurs within three his or her position will be relocated to an office which is greater than 35 miles from Employee's prior office location. If Employer terminates this Agreement without cause, Employer shall continue to pay Employee the compensation provided for in Section 4(a) of this Agreement for a period of time equal to 12 months. Such pay continuation is contingent upon Employee executing Employer's standard severance agreement, which incorporates a general release, at the time of termination. In addition, Employee will receive (3i) months prior any earned but unpaid Base Salary and accrued Paid Time Off through the date of Employee's termination; (ii) reimbursement of expenses incurred by Employee through the date of termination which are reimbursable pursuant to this Agreement; and (iii) the Employee's vested portion of any Magellan Health Services retirement, deferred compensation or other benefit plan, including but not limited to, any stock option or restricted stock grant plans, in accordance with the terms of those plans. If Employee participates in any bonus plan(s), including but not limited to, any long term bonus plan(s), Employer may pay Employee, on a Change pro-rata basis, the amount of Control and in relation or connection to that Change of Control or within six (6such plan(s) months prior to a Change of Control and in relation or connection to that Change of Control or within twelve (12) months of a Change of Control – such terminations are covered by Section M)as Employee would have earned if Employee had been employed for the full calendar year. The Company may terminate your employment without Cause at any time upon providing you a severance payment pro-ration will be determined by the fraction of the number of months in the amount equal calendar year in which the Employee worked (rounded to twelve (12the nearest whole month) months plus one (1) additional month for every one (1) year of consecutive service with the Company or Parent, up to a maximum of eighteen (18) months (the “Payment Period”), and subject to Appendix A and the conditions precedent thereindivided by 12 months. In addition determining whether a pro-rata bonus shall be paid to the severance payment above, in the event of a termination without CauseEmployee, the Company will provide you with the following, and, as above, subject Employer may consider factors that include but are not limited to Appendix A and the conditions precedent therein:
(i) the Company will pay on your behalf or otherwise reimburse you for the cost Employee's target bonus (percentage of the monthly premiums for you and your eligible dependents to continue your health care benefits pursuant under COBRAbase salary), as amended up to the earlier of (I) the end of the Payment Period, or (II) the date you commence full-time employment;
(ii) the Company will pay you an Average Bonus pro-rated for the period of the partial bonus year you actually worked immediately prior to the termination of your employment, less statutory Company's financial performance and other applicable deductions as required. For example, if your last day of work is March 31, you will receive three (3) months of your Average Bonus. If a bonus has not yet been determined for the preceding completed calendar year, the Compensation Committee will first make that determination in the ordinary course using relevant criteria in a manner consistent with prior practice and make its recommendation to the Board so that the Average Bonus can then be determined and paid in accordance with this provision. For clarity, it is expressly agreed that you will not be entitled to any bonus whatsoever for any period of time after your last actual day at work, including during the Payment Period;
(iii) the Company will pay an amount equal to Employee's achievement of his or her specific performance objectives. At the contributions to your retirement savings plan it would have paid on your behalf for time of termination, Employer shall determine the Payment Period.
(iv) notwithstanding any provision in the Plan to the contrary, all options and any other deferred compensation granted to you will continue to vest for a period of three (3) months after the date your employment terminates and all vested stock options and other deferred compensation will be exercisable until the earlier of the original expiry day of the stock options and deferred compensation and the date that is six (6) months after the date your employment terminates. Any payments, severance, or other benefits hereunder will be subject to applicable withholdings and deductions. You will not be entitled to receive any further pay or compensation except (i) as expressly set out in this Agreement, and (ii) the payEmployee's bonus amount, if any. Notwithstanding the foregoing, accrued and owing under this Agreement up to any payout of such bonus amount shall be contingent upon the date Company satisfying the financial targets established by the Company's Board of termination Directors. Payment of your employment. On termination of your employment, regardless any bonus shall be made at the time of the reason annual bonus payout for such terminationall employees. COBRA coverage may be elected to continue health, you shall immediately (dental, and with contemporaneous effect) resign any directorshipsvision insurance during the Severance Period and beyond. If COBRA coverage is elected, offices or other positions that you may hold, if any, in Employee will pay only the Company, Parent or any affiliate, unless otherwise agreed in writing by employee contribution rate for the Company health insurance portion of the COBRA coverage during the Severance Period. Dental and Parentvision coverage under COBRA will be billed at the full COBRA rate.
Appears in 1 contract
Sources: Employment Agreement (Magellan Health Services Inc)
Termination Without Cause. (This Section P does not apply to a termination without cause In the event that occurs within three (3) months prior to a Change of Control and in relation or connection to that Change of Control or within six (6) months prior to a Change of Control and in relation or connection to that Change of Control or within twelve (12) months of a Change of Control – such terminations are covered by Section M). The Company may terminate your employment without Cause at any time upon providing you a severance payment in the amount equal to twelve (12) months plus one (1) additional month for every one (1) year of consecutive service with the Company or Parentdischarges the Executive without cause, up the Executive shall be entitled to a maximum the following compensation during the remainder of eighteen (18) months the Employment Period (the “Payment Period”length of which shall be determined under Paragraph 3(d), and subject to Appendix A and the conditions precedent therein. In addition to the severance payment above, in the event of a termination without Cause, the Company will provide you with the following, and, as above, subject to Appendix A and the conditions precedent therein:
) unless sooner terminated by Executive’s disability or death): (i) the Company will pay on your behalf or otherwise reimburse you for base salary provided in Paragraph 2a) payable in accordance with the cost usual payroll schedule, (ii) two-thirds of the monthly premiums targeted incentive provided in Paragraph 2b) for you each year during the Employment Period (or, on a pro rata basis, portion of a year) payable on the normal payment date(s) for such incentive, (iii) the vesting of any restricted stock awards and your performance shares and the immediate exercisability of any stock options, which would have vested, been earned or become exercisable during the full Employment Period, and iv) continued participation in the Company’s medical plan under the same terms and conditions as an active employee, with eligibility for continuation coverage for Executive and his eligible dependents to continue your health care benefits pursuant under COBRA, as amended up to the earlier of (I) plan’s COBRA provisions at the end of the Payment PeriodEmployment Period at Executive’s own expense. However, or participation in the Company’s 401(k) plan, ESOP and all welfare and fringe benefit plans (IIother than the medical plan) will cease on the date you commence full-time employment;
(ii) the Company will pay you an Average Bonus pro-rated for the period of the partial bonus year you actually worked immediately prior to the termination of your employment, less statutory and other applicable deductions as required. For example, if your Executive’s last day of work is March 31active work, you will receive three (3) months of your Average Bonussubject to any conversion rights generally available to former employees. If a bonus has not yet been determined for the preceding completed calendar year, the Compensation Committee will first make that determination in the ordinary course using relevant criteria in a manner consistent with prior practice and make its recommendation Any amounts payable to the Board so Executive under this Paragraph 6 shall be reduced by the amount of the Executive’s earnings from other employment (which the Executive shall have an affirmative duty to seek; provided, however, that the Average Bonus can then Executive shall not be determined and paid obligated to accept a new position which is not reasonably comparable to his employment with the Company). Notwithstanding the foregoing, if the Executive is a “specified employee” for purposes of 409A, no deferred compensation (including without limitation salary continuation payments in accordance with this provision. For clarity, it is expressly agreed that you will not be entitled to any bonus whatsoever for any period of time after your last actual day at work, including during the Payment Period;
(iii) the Company will pay an amount equal to the contributions to your retirement savings plan it would have paid on your behalf for the Payment Period.
(iv) notwithstanding any provision in the Plan to the contrary, all options and any other deferred compensation granted to you will continue to vest for a period of three (3) months after the date your employment terminates and all vested stock options and other deferred compensation will be exercisable until the earlier of the original expiry day of the stock options and deferred compensation and the date that is six (6) months after the date your employment terminates. Any payments, severance, or other benefits hereunder will be subject to applicable withholdings and deductions. You will not be entitled to receive any further pay or compensation except clause (i) above) payable at separation from service that is not exempt from application of 409A as expressly set out in this Agreement, and (ii) a short term deferral or separation pay will be paid to Executive during the pay, if any, accrued and owing under this Agreement up to 6-month period immediately following the date of termination of your employment. On termination of your employment, regardless of the reason day he ceases active work for such termination, you shall immediately (and with contemporaneous effect) resign any directorships, offices or other positions that you may hold, if any, in the Company, Parent or and any affiliate, unless such payments otherwise agreed due during such 6-month period shall be paid on the first business day following completion of such 6-month period along with simple interest at the six-month Treasury rate in writing by effect at the beginning of such 6-month period. The provisions of Paragraph 8 restricting the Executive’s activities and the Executive’s obligations under Paragraph 9(b) and 9(c) shall continue in effect and the Company and Parentshall have no obligation to make the payments under this Paragraph 6 (or to continue such payments) if the Executive is in material breach of any of such provisions.
Appears in 1 contract
Termination Without Cause. (This Section P does not apply to a termination without cause that occurs within three (3) months prior to a Change of Control and in relation or connection to that Change of Control or within six (6) months prior to a Change of Control and in relation or connection to that Change of Control or within twelve (12) months of a Change of Control – such terminations are covered If the Executive’s employment is terminated by Section M). The the Company may terminate your employment without Cause at any time upon providing you a severance payment in the amount equal to twelve (12) months plus one (1) additional month for every one (1) year of consecutive service with the Company on or Parentbefore June 30, up to a maximum of eighteen (18) months (the “Payment Period”)2022, and subject to Appendix A and the conditions precedent therein. In addition to the severance payment above, in the event of a termination without Cause, then the Company will pay or provide you with to the followingExecutive, andless applicable tax withholdings, as above, subject to Appendix A and the conditions precedent therein:
(i) the Company will pay on your behalf or otherwise reimburse you for the cost of the monthly premiums for you and your eligible dependents to continue your health care benefits pursuant under COBRA, as amended up to the earlier of (I) the end of the Payment Period, or (II) the date you commence full-time employment;
Accrued Amounts; (ii) the Company will pay you an Average Bonus pro-rated for the period of the partial bonus year you actually worked immediately prior cash severance equal to the sum of one year’s Base Salary plus the amount of Base Salary that would have been payable from the date of Executive’s termination of your employmentthrough June 30, less statutory and other applicable deductions as required. For example2022, if your last day of work is March 31, you will receive three (3) months of your Average Bonus. If a bonus has not yet been determined for the preceding completed calendar year, the Compensation Committee will first make that determination payable in the ordinary course using relevant criteria in a manner consistent with prior practice and make its recommendation to the Board so that the Average Bonus can then be determined and paid substantially equal installments in accordance with this provision. For claritythe Company’s regular payroll cycle from the Executive’s date of termination, it is expressly agreed however, with all payments that you will not would have been made in 2023 on such schedule to be entitled to any bonus whatsoever for any period of time after your last actual day at workfully paid by March 15, including during the Payment Period;
2023; (iii) the Company will pay an amount equal to Executive’s 2022 Bonus, to the contributions extent earned, which will be prorated based on service through June 30, 2022, to your retirement savings plan it would have be paid on your behalf for the Payment Period.
in a lump sum by March 15, 2023; (iv) notwithstanding any provision an amount equal to Executive’s 2021 Bonus, if not already paid, to the extent earned but by assuming full achievement of the 25% MBO component thereof, to be paid in a lump in 2022 when payment is made to other similarly situated executives; (v) reimbursement of COBRA premiums for Executive’s (and eligible dependents’) continued Company group health plan coverage, if timely elected by the Executive and with proof of payment, for coverage through June 30, 2023 (the “COBRA Reimbursement”); and (vi) if either (A) the Accelerated Vesting Goals (as defined herein) are satisfied, as determined by the Committee, or (B) the Accelerated Vesting Goals are not satisfied, but [***], as determined by the Committee, then the Option Shares (as defined in the Plan Option Agreements) and the Units (as defined in the RSU Agreement) that would otherwise have vested upon their respective Initial Vesting Dates (as defined in the Equity Awards) shall vest as of the Executive’s date of termination and, solely with respect to the contraryRSU Agreement, all options and any other deferred compensation granted to you will continue to vest for a period of three (3) months after shall be settled on or before the date your employment terminates and all vested stock options and other deferred compensation will be exercisable until the earlier of the original expiry 15th day of the stock options and deferred compensation and third calendar month following calendar year of the date that is six (6) months after the date your employment terminates. Any payments, severance, or other benefits hereunder will be subject to applicable withholdings and deductions. You will not be entitled to receive any further pay or compensation except (i) as expressly set out in this Agreement, and (ii) the pay, if any, accrued and owing under this Agreement up to the Executive’s date of termination of your employment. On termination of your employment(clauses (ii), regardless of (iii), (iv), (v) and (vi) herein collectively, the reason for such termination, you shall immediately (and with contemporaneous effect) resign any directorships, offices or other positions that you may hold, if any, in the Company, Parent or any affiliate, unless otherwise agreed in writing by the Company and Parent“Severance Payment”).
Appears in 1 contract
Termination Without Cause. (This Section P does not apply Upon 30 days prior written notice to a termination without cause that occurs within three (3) months prior to a Change of Control and in relation or connection to that Change of Control or within six (6) months prior to a Change of Control and in relation or connection to that Change of Control or within twelve (12) months of a Change of Control – such terminations are covered by Section M). The Company Employee, Employer may terminate your this Agreement for any reason other than a reason set forth in subsections (a), (b) or (c) of this Section 6. If, during the Agreement Term, Employer terminates the employment without Cause at of Employee hereunder for any time upon providing you reason other than a severance payment reason set forth in the amount equal to twelve subsections (12a), (b) months plus one or (c) of this Section 6:
(1) additional month for every one (1) year of consecutive service with the Company or Parent, up to a maximum of eighteen (18) months (the “Payment Period”), and subject to Appendix A and the conditions precedent therein. In addition to the severance payment above, in the event of a termination without Cause, the Company will provide you with the following, and, as above, subject to Appendix A and the conditions precedent therein:
(i) the Company will pay on your behalf or otherwise reimburse you for the cost of the monthly premiums for you and your eligible dependents to continue your health care benefits pursuant under COBRA, as amended up to the earlier of (I) the end of the Payment Period, or (II) the date you commence full-time employment;
(ii) the Company will pay you an Average Bonus pro-rated for the period of the partial bonus year you actually worked immediately prior to the termination of your employment, less statutory and other applicable deductions as required. For example, if your last day of work is March 31, you will receive three (3) months of your Average Bonus. If a bonus has not yet been determined for the preceding completed calendar year, the Compensation Committee will first make that determination in the ordinary course using relevant criteria in a manner consistent with prior practice and make its recommendation to the Board so that the Average Bonus can then be determined and paid in accordance with this provision. For clarity, it is expressly agreed that you will not be entitled to any bonus whatsoever for any period of time after your last actual day at work, including during the Payment Period;
(iii) the Company will pay an amount equal to the contributions to your retirement savings plan it would have paid on your behalf for the Payment Period.
(iv) notwithstanding any provision in the Plan to the contrary, all options and any other deferred compensation granted to you will continue to vest for a period of three (3) months after the date your employment terminates and all vested stock options and other deferred compensation will be exercisable until the earlier of the original expiry day of the stock options and deferred compensation and the date that is six (6) months after the date your employment terminates. Any payments, severance, or other benefits hereunder will be subject to applicable withholdings and deductions. You will not Employee shall be entitled to receive any further pay or compensation except (i) as expressly set out in this Agreementaccrued Base Salary through the date of the termination of his employment, and other employee benefits to which Employee is entitled upon his termination of employment with Employer, in accordance with the terms of the plans and programs of Employer including without limitation any accrued, but unpaid, AIP or EIP payments attributable to completed fiscal years; and
(ii2) Employee shall receive a one time lump sum severance payment equal to 2 times his Base Salary as of the paydate of Employee’s termination, if any, accrued subject to Employee’s execution of a general release in a form and owing of a substance satisfactory to Employer acting in good faith;
(3) Employee shall be vested in any outstanding awards under this Agreement up the EIP Plan (but shall not participate in any awards subsequent to the date Employee received notice of termination) to the extent that such awards would have vested if Employee had continued as CEO through the termination date of your this Agreement; and
(4) Employee shall be entitled to continued benefits (at substantially the same cost to Employee as determined immediately prior to his last day of employment. On ) under all life, disability, accident and healthcare insurance plans, programs or arrangements in which the Employee was participating immediately prior to such employment termination; provided, however, that if the Employer, acting in good faith, determines that such coverages cannot be provided to the Employee without adverse tax consequences to the Employee (including without limitation under Internal Revenue Code Section 409A), the Employer shall pay the Employee within 15 days of employment termination of your employment, regardless a lump sum payment equal to 24 times 150% of the reason monthly group premium, less employee contributions, for such termination, you shall immediately (and with contemporaneous effect) resign any directorships, offices or other positions that you may hold, if any, in the Company, Parent or any affiliate, unless otherwise agreed in writing by the Company and Parentcoverages.
Appears in 1 contract
Sources: Employment Agreement (Chicago Mercantile Exchange Holdings Inc)
Termination Without Cause. The Company shall have the right to -------------------------- terminate the Term of Employment by written notice to the Executive not less than thirty (This 30) days prior to the termination date. Upon any termination pursuant to this Section P does 5.4 (that is not apply to a termination without cause that occurs within under any of Sections 5.1, 5.2, 5.3 or 5.5), the Company shall (i) pay to the Executive on the termination date unpaid Base Salary, if any, through the date of termination specified in such notice, (ii) pay to the Executive the accrued but unpaid Incentive Compensation, if any, for any Bonus Period ending on or before the date of the termination of the Executive's employment with the Company, at the time provided in Section 3.2a, (iii) pay to the Executive on the termination date a lump sum payment equal to three (3) months prior to a Change times the sum of Control (x) his Base Salary and in relation or connection to that Change of Control or within six (6) months prior to a Change of Control and in relation or connection to that Change of Control or within twelve (12) months of a Change of Control – such terminations are covered by Section M). The Company may terminate your employment without Cause at any time upon providing you a severance payment in the amount equal to twelve (12) months plus one (1) additional month for every one (1) year of consecutive service with the Company or Parent, up to a maximum of eighteen (18) months (the “Payment Period”), and subject to Appendix A and the conditions precedent therein. In addition to the severance payment above, in the event of a termination without Cause, the Company will provide you with the following, and, as above, subject to Appendix A and the conditions precedent therein:
(iy) the Company will pay on your behalf or otherwise reimburse you accrued but unpaid Bonus for the cost of the monthly premiums for you and your eligible dependents to continue your health care benefits pursuant under COBRAyear in which such termination occurs, as amended up to the earlier of (I) the end of the Payment Period, or (II) the date you commence full-time employment;
(ii) the Company will pay you an Average Bonus pro-rated for the period of the partial bonus year you actually worked immediately prior to the termination of your employment, less statutory and other applicable deductions as required. For example, if your last day of work is March 31, you will receive three (3) months of your Average Bonus. If a bonus has not yet been determined for the preceding completed calendar year, the Compensation Committee will first make that determination in the ordinary course using relevant criteria in a manner consistent with prior practice and make its recommendation to the Board so that the Average Bonus can then be determined and paid in accordance with this provision. For clarity, it is expressly agreed that you will not be entitled to any bonus whatsoever for any period of time after your last actual day at work, including during the Payment Period;
(iii) the Company will pay an amount equal to the contributions to your retirement savings plan it would have paid on your behalf for the Payment Period.
(iv) notwithstanding any provision in the Plan to the contrary, all options and any other deferred compensation granted to you will continue to vest provide the Executive with the benefits under Sections 4.2 and 4.4 hereof (the "BENEFITS") for a period of three (3) months after years immediately following the date your employment terminates of his termination in the manner and all vested stock options and other at such times as the Benefits otherwise would have been provided to the Executive; (v) pay to the Executive as a single lump sum payment, within 30 days of the date of termination, a lump sum benefit equal to the value of the portion of his benefits under any savings, pension, profit sharing or deferred compensation will be exercisable until plans that are forfeited under such plans but that would not have been forfeited if the earlier Executive's employment had contained for an additional three (3) years. In the event that the Company is unable to provide the Executive with any Benefits required hereunder by reason of the original expiry day termination of the stock options Executive's employment pursuant to this Section 5.4, then the Company shall promptly reimburse the Executive for amounts paid by the Executive to acquire comparable coverage. Upon any termination effected and deferred compensation and compensated pursuant to this Section 5.4, the date that is six Company shall have no further liability hereunder (6other than for (x) months after the date your employment terminates. Any payments, severance, or other benefits hereunder will be subject to applicable withholdings and deductions. You will not be entitled to receive any further pay or compensation except (i) as expressly set out in this Agreement, and (ii) the pay, if any, accrued and owing under this Agreement up reimbursement for reasonable business expenses incurred prior to the date of termination of your employment. On termination of your employment, regardless of the reason for such termination, you shall immediately subject, however, to the provisions of Section 4.1, and (and with contemporaneous effecty) resign any directorships, offices or other positions payment of compensation for unused vacation days that you may hold, if any, have accumulated during the calendar year in the Company, Parent or any affiliate, unless otherwise agreed in writing by the Company and Parentwhich such termination occurs).
Appears in 1 contract
Termination Without Cause. (This Section P does not apply to a termination without cause that occurs within three (3) months prior to a Change of Control and in relation or connection to that Change of Control or within six (6) months prior to a Change of Control and in relation or connection to that Change of Control or within twelve (12) months of a Change of Control – such terminations are covered If Employee's employment by Section M). The the Company may terminate your employment is terminated by the Company without Cause at any time upon providing you a severance payment in the amount equal pursuant to twelve (12) months plus one (1) additional month for every one (1) year of consecutive service with the Company or Parent, up to a maximum of eighteen (18) months (the “Payment Period”Section 2(b)(iii), and subject to Appendix A and the conditions precedent therein. In addition to the severance payment above, in the event of a termination without Cause, the Company will provide you with the following, and, as above, subject shall pay to Appendix A and the conditions precedent therein:
Employee (i) the Company will compensation and other benefits, including unpaid deferred compensation and vacation pay on your behalf or otherwise reimburse you for (but excluding the cost of bonus described in Section 2(d)(ii)), expressly provided under this Agreement through the monthly premiums for you Termination Date and your eligible dependents to continue your health care benefits pursuant under COBRA, as amended up (ii) a lump sum cash payment (the "Severance Payment") equal to the earlier sum of:
(A) the product of (I) the end number set forth in Section 3(d)(ii)(A) of attached Schedule A multiplied by (II) the Payment Period, sum (y) Employee's annual base salary in effect at the Termination Date and (z) the Highest Annual Bonus (as hereinafter defined);
(B) an amount (the "Highest Annual Bonus") equal to the greater of (I) the Required Bonus or (II) the date you commence full-time employmentannual bonus received by Employee during the most recent fiscal year of the Company, in each case prorated to reflect the partial year for which Employee was employed by the Company from and after the most recent anniversary of the Effective Date;
(C) the product of (I) the number set forth in Section 3(d)(ii)(A) of attached Schedule A multiplied by (II) the amount the Company would have been required to contribute on behalf of Employee under its defined contribution plans had Employee remained employed by the Company in the same status after the Termination Date for one full year; and
(D) the full amount of the bonus "banked" by the Company in respect of Employee under the EVA Plan (notwithstanding anything to the contrary contained in the EVA Plan). In addition, (i) the Company, at its expense, shall continue to provide Employee with all employee benefit programs (other than welfare benefit programs) and fringe benefits specified in Section 2(d)(iii) for the duration of the Subject Period, or until Employee's death, whichever is the shorter period; (ii) the Company will pay you an Average Bonus pro-rated for Company, at its expense (not to exceed the period amount set forth in Section 3(d) of the partial bonus year you actually worked immediately prior to the termination of your employmentattached Schedule A), less statutory shall provide Employee with outplacement services; and other applicable deductions as required. For example, if your last day of work is March 31, you will receive three (3) months of your Average Bonus. If a bonus has not yet been determined for the preceding completed calendar year, the Compensation Committee will first make that determination in the ordinary course using relevant criteria in a manner consistent with prior practice and make its recommendation to the Board so that the Average Bonus can then be determined and paid in accordance with this provision. For clarity, it is expressly agreed that you will not be entitled to any bonus whatsoever for any period of time after your last actual day at work, including during the Payment Period;
(iii) the Company will pay an amount equal to the contributions to your retirement savings plan it would have paid on your behalf for the Payment Period.
(iv) notwithstanding any provision in the Plan to the contraryall stock options, all options and any other deferred compensation granted to you will continue to vest for a period shares of three (3) months after the date your employment terminates and all vested restricted stock options and other deferred compensation will be exercisable until the earlier of the original expiry day of the stock options and deferred compensation and the date that is six (6) months after the date your employment terminates. Any payments, severance, or other benefits hereunder will be subject to applicable withholdings and deductions. You will not be entitled to receive any further pay or compensation except (i) as expressly set out in this Agreement, and (ii) the pay, if any, accrued and owing under this Agreement up to the date of termination of your employment. On termination of your employment, regardless of the reason for such termination, you shall immediately (and with contemporaneous effect) resign any directorships, offices or other positions that you may hold, if any, in the Company, Parent or any affiliate, unless otherwise agreed in writing stock based awards granted by the Company to Employee shall become fully vested, notwithstanding the terms and Parentconditions thereof or any plans pursuant to which such grants or awards were made (the provisions of this paragraph are referred to as the "Other Severance Benefits").
Appears in 1 contract
Sources: Change in Control Agreement (Material Sciences Corp)
Termination Without Cause. (This Section P does not apply to a termination without cause that occurs within three (3) months prior to a Change In the event of Control and in relation or connection to that Change of Control or within six (6) months prior to a Change of Control and in relation or connection to that Change of Control or within twelve (12) months the occurrence of a Change in Control, if the Employment of Control – such terminations are covered Employee under this Agreement is terminated by Section M). The Company may terminate your employment Employer without Cause at any time upon providing you a severance payment in during the amount equal Protection Period, the Employee shall be entitled to twelve receive from the Employer: (12i) months plus one Employee’s salary hereunder (based on the greatest of (1) additional month for every one the Employee’s base salary in effect on the Effective Date, (1) year of consecutive service with the Company or Parent, up to a maximum of eighteen (18) months (the “Payment Period”), and subject to Appendix A and the conditions precedent therein. In addition to the severance payment above, in the event of a termination without Cause, the Company will provide you with the following, and, as above, subject to Appendix A and the conditions precedent therein:
(i2) the Company will pay on your behalf or otherwise reimburse you for the cost of the monthly premiums for you and your eligible dependents to continue your health care benefits pursuant under COBRA, as amended up to the earlier of (I) the end of the Payment Period, or (II) the date you commence full-time employment;
(ii) the Company will pay you an Average Bonus pro-rated for the period of the partial bonus year you actually worked Employee’s base salary in effect immediately prior to the termination date of your employmentthe Change in Control, less statutory and other applicable deductions as required. For example, if your last day of work is March 31, you will receive three (3) the Employee’s base salary in effect at the time of termination) for a period of 18 months following the Employee’s termination of your Average Bonus. If a bonus has not yet been determined for Employment (the preceding completed calendar year“Change in Control Salary Severance”), the Compensation Committee will first make that determination in the ordinary course using relevant criteria in a manner consistent with prior practice and make its recommendation such amount to the Board so that the Average Bonus can then be determined and paid in accordance with this provision. For claritythe payroll practices of Employer, it is expressly agreed that you will not (ii) an amount equal to 100% of the Change in Control Salary Severance (the “Bonus Change in Control Severance”), such amount to be entitled to any bonus whatsoever for any paid over an 18-month period following the Employee’s termination of time after your last actual day at workEmployment in accordance with the payroll practices of Employer, including during the Payment Period;
(iii) the Company will pay an amount equal to the contributions sum of (A) the Change in Control Salary Severance and (B) the Bonus Change in Control Severance, less (C) $1,189,150, such amount to your retirement savings plan it would have be paid on your behalf for in a lump sum payment within 5 business days following the Payment Period.
date of the Employee’s termination of Employment, (iv) notwithstanding any provision in the Plan to the contrary, all options and any other deferred compensation granted to you will continue to vest for a period of three (3) months after the date your employment terminates and all vested stock options and other deferred compensation will be exercisable until the earlier continuation of the original expiry day of the stock options and deferred compensation and the date that is six (6) months after the date your employment terminates. Any payments, severance, or other benefits hereunder will be subject to applicable withholdings and deductions. You will not which Employee would otherwise be entitled pursuant to receive any further pay or compensation except (iSection 3(c) as expressly set out in this Agreementduring the 18-month period following the Employee’s termination of Employment, and (iiv) reimbursement for expenses incurred by Employee to own and maintain an automobile as contemplated by Section 6 below during the pay, if any, accrued and owing under this Agreement up to 18-month period following the date of Employee’s termination of your employment. On termination of your employment, regardless of the reason for such termination, you shall immediately (and with contemporaneous effect) resign any directorships, offices or other positions that you may hold, if any, in the Company, Parent or any affiliate, unless otherwise agreed in writing by the Company and ParentEmployment.
Appears in 1 contract
Sources: Executive Employment Agreement (Viasystems Group Inc)
Termination Without Cause. 14.1 In consideration of the Employee's services and his or her respecting the covenants set forth in Articles 6, 7, 8, 9 and 10 above, the parties agree that if the Employee's employment be terminated by PHOENIX without cause, the Employee shall receive after the effective date of termination of his or her employment i) all amounts which are then due and owing to the Employee pursuant to this Employment Agreement, and ii) a further amount (This Section P does the "Termination Payment") equal to the Employee's gross base annual salary (at the time of notice of termination) divided by 12 and multiplied by the number of complete years (not apply less than six years and to a maximum of twelve years) that the Employee has been employed by PHOENIX, less all applicable withholding at source. The Termination Payment shall be calculated from and as at the date notice of termination without cause that occurs within three is given to the Employee. This payment shall be made in two equal installments, with the first installment due and payable by PHOENIX to the Employee thirty (330) days following the effective date of termination and the second installment payable by PHOENIX to the Employee five (5) months prior after the anniversary date of the first installment, the whole subject to the Employee's duty to mitigate his or her damages by seeking alternative employment. If the Employee continues to work after receiving notice of termination from PHOENIX and up to the effective date of termination, amounts earned during said period will reduce the Termination Payment.
14.2 The Employee hereby recognizes and accepts that neither PHOENIX nor its subsidiaries or affiliated companies nor PHOENIX shall in any case, be responsible to pay the Employee any additional amount, indemnity in lieu of notice, severance pay or other damages arising from the termination of this Employment Agreement or his or her employment, above and beyond the amounts specifically provided for in section 14.1.
14.3 If the employment of the Employee is terminated hereunder as a Change of Control and in relation or connection to that Change of Control or within six (6) months prior to a Change of Control and in relation or connection to that Change of Control or within twelve (12) months result of a Change of Control – or Proposed Take-over Bid (within the meaning of and as such terminations terms are covered by Section M). The Company may terminate your employment without Cause at any time upon providing you a severance payment defined in the amount equal to twelve (12) months plus one (1) additional month for every one (1) year Change of consecutive service with the Company or Parent, up to a maximum of eighteen (18) months (the “Payment Period”Control Agreement attached hereto as Schedule 14.3), then the terms and subject to Appendix A and the conditions precedent therein. In addition to the severance payment above, in the event of a termination without Cause, the Company will provide you with the following, and, as above, subject to Appendix A and the conditions precedent therein:
(i) the Company will pay on your behalf or otherwise reimburse you for the cost of the monthly premiums for you and your eligible dependents to continue your health care benefits pursuant under COBRA, as amended up to Change in Control Agreement shall override the earlier of (I) the end of the Payment Period, or (II) the date you commence full-time employment;
(ii) the Company will pay you an Average Bonus pro-rated for the period of the partial bonus year you actually worked immediately prior to the termination of your employment, less statutory and other applicable deductions as required. For exampleprovisions hereof, if your last day of work is March 31, you will receive three (3) months of your Average Bonus. If a bonus has not yet been determined for the preceding completed calendar year, the Compensation Committee will first make that determination in the ordinary course using relevant criteria in a manner consistent with prior practice and make its recommendation to the Board so that the Average Bonus can then be determined and paid in accordance with this provision. For clarity, it is expressly agreed that you will not be entitled to any bonus whatsoever for any period of time after your last actual day at work, including during the Payment Period;
(iii) the Company will pay an amount equal to the contributions to your retirement savings plan it would have paid on your behalf for the Payment Periodthey are more favorable than those contained herein.
(iv) notwithstanding any provision in the Plan to the contrary, all options and any other deferred compensation granted to you will continue to vest for a period of three (3) months after the date your employment terminates and all vested stock options and other deferred compensation will be exercisable until the earlier of the original expiry day of the stock options and deferred compensation and the date that is six (6) months after the date your employment terminates. Any payments, severance, or other benefits hereunder will be subject to applicable withholdings and deductions. You will not be entitled to receive any further pay or compensation except (i) as expressly set out in this Agreement, and (ii) the pay, if any, accrued and owing under this Agreement up to the date of termination of your employment. On termination of your employment, regardless of the reason for such termination, you shall immediately (and with contemporaneous effect) resign any directorships, offices or other positions that you may hold, if any, in the Company, Parent or any affiliate, unless otherwise agreed in writing by the Company and Parent.
Appears in 1 contract
Sources: Employment Agreement (Phoenix International Life Sciences Inc)
Termination Without Cause. (This Section P does not apply to a termination without cause that occurs within three (3) months prior to a Change of Control and in relation or connection to that Change of Control or within six (6) months prior to a Change of Control and in relation or connection to that Change of Control or within twelve (12) months of a Change of Control – such terminations are covered by Section M). The Notwithstanding any other provision contained herein, Company may terminate your this agreement and Employee’s employment hereunder without Cause at any time upon providing you a severance payment and in the amount equal to twelve Company’s sole and absolute discretion by giving Employee fourteen (1214) months plus one (1) additional month for every one (1) year of consecutive service with the Company or Parent, up to a maximum of eighteen (18) months (the “Payment Period”), and subject to Appendix A and the conditions precedent thereindays prior notice thereof. In addition to the severance payment above, in the event of a Upon termination without Cause, the Company will provide you with shall be liable for payment of the followingAccrued Obligations through and including the effective date of termination. In addition, and, as above, subject to Appendix A and the conditions precedent therein:
(A) Company shall pay Employee (i) the Company will pay on your behalf or otherwise reimburse you for the cost of the monthly premiums for you and your eligible dependents to continue your health care benefits pursuant under COBRA, as amended up to the earlier of (I) the end of the Payment Period, or (II) the date you commence full-time employment;
(ii) the Company will pay you an Average Bonus pro-rated for the period of the partial bonus year you actually worked immediately prior to the termination of your employment, less statutory and other applicable deductions as required. For example, if your last day of work is March 31, you will receive three (3) months of your Average Bonus. If a bonus has not yet been determined for the preceding completed calendar year, the Compensation Committee will first make that determination in the ordinary course using relevant criteria in a manner consistent with prior practice and make its recommendation to the Board so that the Average Bonus can then be determined and paid in accordance with this provision. For clarity, it is expressly agreed that you will not be entitled to any bonus whatsoever for any period of time after your last actual day at work, including during the Payment Period;
(iii) the Company will pay an amount lump sum equal to the contributions to your retirement savings plan it would have paid on your behalf for the Payment Period.
(iv) notwithstanding any provision one times Employee’s Base Salary as then in the Plan to the contrary, all options and any other deferred compensation granted to you will continue to vest for a period of three (3) months after the date your employment terminates and all vested stock options and other deferred compensation will be exercisable until the earlier of the original expiry day of the stock options and deferred compensation and the date that is six (6) months after the date your employment terminates. Any payments, severance, or other benefits hereunder will be subject to applicable withholdings and deductions. You will not be entitled to receive any further pay or compensation except (i) as expressly set out in this Agreementeffect, and (ii) an amount equal to one times the pay, if any, accrued and owing under this Agreement up amount of the Annual Bonus (as defined below) actually paid to Employee for the fiscal year immediately prior to the fiscal year in which the effective date of termination occurs, prorated based on the number of your employment. On days actually worked in the fiscal year in which the effective date of termination occurs (calculated as the Annual Bonus that was actually paid to Employee for the fiscal year immediately prior to the fiscal year in which the effective date of your employmenttermination occurs, regardless multiplied by a fraction, the numerator of which is equal to the reason number of days the Employee worked in the fiscal year in which the effective date of termination occurs, and the denominator of which is equal to the total number of days in such year), in each case payable on Company’s first regular pay date that is on or after the 60th day following the effective date of termination; (B) for such the period beginning on the effective date of termination and ending on the date that is 18 months after the effective date of termination, you Company shall immediately (and with contemporaneous effect) resign reimburse Employee for any directorships, offices or other positions premiums that you may hold, if any, Employee pays pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985 and/or sections 601 through 608 of COBRA to continue coverage in the Company’s health insurance program for active employees in which Employee and Employee’s dependents participated immediately prior to the effective date of termination, Parent or including major medical, dental, and vision, but excluding any affiliateself-funded group health plans (each such premium being a “COBRA Premium”); provided, unless otherwise agreed however, that in writing order to receive a COBRA Premium reimbursement, Employee must timely elect COBRA continuation coverage, pay the applicable COBRA Premium and provide Company with evidence satisfactory to Company of Employee’s having paid the COBRA Premium within 30 days of having paid such COBRA Premium; provided, further, however, that no COBRA Premium reimbursement shall be payable if such reimbursement could reasonably be expected to subject Company to sanctions imposed pursuant to Section 2716 of the Public Health Service Act and the related regulations and guidance promulgated thereunder (collectively, including any successor statute, the “PHSA”). Each COBRA Premium reimbursement shall be provided to Employee by Company within 30 days of its receipt of such evidence of the COBRA Premium payment; provided, further, however, that Company shall have no obligation to provide Employee the COBRA Premium reimbursement for any period in which Employee is eligible to participate in a group medical plan sponsored by any other employer. Employee agrees and Parentunderstands that the payment of any COBRA Premium will remain Employee’s sole responsibility. Notwithstanding any termination pursuant to this Section 3.2, the provisions of Sections 6, 7, 8, 9, 10, 11, 12, 13 and 14 of this Agreement shall remain in full force and effect. Collectively, the payments made under this Section shall be referred to as the “Without Cause Separation Package.”
Appears in 1 contract
Sources: Employment Agreement (NuZee, Inc.)
Termination Without Cause. Subject to Section 5.8, at any time the Company shall have the right to terminate the Term of Employment by written notice to the Executive. Upon any termination pursuant to this Section 5.4 (This Section P does that is not apply to a termination without cause that occurs within three under any of Sections 5.1, 5.2, 5.3, 5.5 or 5.6), the Company shall (3i) months prior pay to the Executive any unpaid Base Salary through the effective date of termination specified in such notice, (ii) continue to pay the Executive's Base Salary for a Change period (the "Continuation Period") through the date on which the Term of Control and Employment would have ended pursuant to Section 2 hereof in relation or connection the absence of an earlier termination pursuant to that Change of Control or within this Section 5 but in no event for more than six (6) months prior from notice of termination hereunder, (iii) continue to a Change of Control and in relation or connection to that Change of Control or within twelve (12) months of a Change of Control – such terminations are covered by Section M). The Company may terminate your employment without Cause at any time upon providing you a severance payment in provide the amount equal to twelve (12) months plus one (1) additional month for every one (1) year of consecutive service Executive with the Company or Parent, up to a maximum of eighteen (18) months benefits he/she was receiving under Sections 4.2 and 4.4 hereof (the “Payment Period”), and subject to Appendix A and the conditions precedent therein. In addition to the severance payment above, in the event of a termination without Cause, the Company will provide you with the following, and, as above, subject to Appendix A and the conditions precedent therein:
(i"Benefits") the Company will pay on your behalf or otherwise reimburse you for the cost of the monthly premiums for you and your eligible dependents to continue your health care benefits pursuant under COBRA, as amended up to the earlier of (I) through the end of the Payment Period, Continuation Period in the manner and at such times as the Incentive Compensation or (II) Benefits otherwise would have been payable or provided to the date you commence full-time employment;
(ii) Executive. In the event that the Company will is unable to provide the Executive with any Benefits required hereunder by reason of the termination of the Executive's employment pursuant to this Section 5.4, then the Company shall pay you an Average Bonus pro-rated the Executive cash equal to the value of the Benefit that otherwise would have accrued for the Executive's benefit under the plan, for the period during which such Benefits could not be provided under the plans. The Company's good faith determination of the partial bonus year you actually worked immediately prior amount that would have been contributed or the value of any Benefits that would have accrued under any plan shall be binding and conclusive on the Executive. For this purpose, the Company may use as the value of any Benefit the cost to the termination Company of your employmentproviding that Benefit to the Executive. Further, less statutory the Executive shall continue to vest in the Executive's Stock Options through the end of the Continuation Period in the same manner and other applicable deductions to the same extent as required. For example, if your his employment hereunder terminated on the last day of work is March 31, you will receive three (3) months of your Average Bonusthe Continuation Period. If a bonus has not yet been determined for the preceding completed calendar year, the Compensation Committee will first make that determination in the ordinary course using relevant criteria in a manner consistent with prior practice and make its recommendation The Company shall have no further liability hereunder to the Board so that the Average Bonus can then be determined and paid in accordance with this provision. For clarity, it is expressly agreed that you will not be entitled to any bonus whatsoever Executive other than for any period of time after your last actual day at work, including during the Payment Period;
(iii) the Company will pay an amount equal to the contributions to your retirement savings plan it would have paid on your behalf for the Payment Period.
(iv) notwithstanding any provision in the Plan to the contrary, all options and any other deferred compensation granted to you will continue to vest for a period of three (3) months after the date your employment terminates and all vested stock options and other deferred compensation will be exercisable until the earlier of the original expiry day of the stock options and deferred compensation and the date that is six (6) months after the date your employment terminates. Any payments, severance, or other benefits hereunder will be subject to applicable withholdings and deductions. You will not be entitled to receive any further pay or compensation except (i) as expressly set out in this Agreement, and (ii) the pay, if any, accrued and owing under this Agreement up reimbursement for reasonable business expenses incurred prior to the date of termination, subject however, to the provisions of Section 4.1, (ii) payment of compensation for unused vacation days that have accumulated during the calendar year in which such termination of your employment. On termination of your employmentoccurs, regardless and (iii) those continuing obligations of the reason for such terminationCompany set forth in Article 19 and Article 20. For all purposes hereunder, you shall immediately (and with contemporaneous effect) resign any directorships, offices or other positions that you may hold, if any, in the Company, Parent or any affiliate, unless otherwise agreed in writing failure by the Company to offer to renew the Agreement following the expiration of the Initial Term or any Renewal Term on the same terms and Parentconditions hereunder shall be treated as if the Company terminated this Agreement pursuant to this Section 5.4.
Appears in 1 contract
Termination Without Cause. (This Section P does not apply to a termination i) IntraLinks may, at any time, and for any reason, terminate this Agreement without cause that occurs by written notice to Executive from IntraLinks. For the purposes of this Section 5(b), either (1) the termination of this Agreement by IntraLinks during the Term of this Agreement where such termination is not For Cause, or (2) IntraLinks’ failure to renew this Agreement at the end of the Initial Term or any Renewal Term, or (3) the termination of this Agreement by Executive during the Term of this Agreement at his initiative within three (3) months prior business days following the date on which IntraLinks relocates its executive office to a Change any location more than fifty (50) miles from its current location at ▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇, shall constitute termination “Without Cause”.
(ii) If Executive’s employment is terminated Without Cause during the Term of Control and in relation this Agreement pursuant to clause (1) or connection (3) of subsection 5(b) or subsection (d) of Section 9,
(A) IntraLinks shall pay to that Change of Control or within Executive an amount equal to six (6) months prior of Executive’s then current Base Salary, monies to a Change which Executive is not then otherwise entitled; and
(B) IntraLinks shall pay Executive’s cost of Control and in relation or connection to that Change of Control or within twelve COBRA coverage for six (126) months following his termination of employment (provided, however, that under no circumstances shall IntraLinks be obligated to pay in excess of $1,000 per month therefore), a Change benefit to which Executive is not then otherwise entitled; and
(C) IntraLinks shall pay to Executive (i) any other amount (including any portion of Control – Base Salary) earned, accrued or owing to Executive through the date of termination but not yet paid, and (ii) a pro-rata portion of any unpaid bonus earned by Executive or which would have been earned by Executive within ninety (90) calendar days following the date of termination, provided that any targets or other requirements set by the Board of Directors in connection with the grant of such terminations are covered by Section M). The Company may terminate your employment without Cause at any time upon providing you a severance payment bonus have, in the judgment of the Board of Directors exercised in good faith, been met on a pro-rata basis. Amounts payable to Executive under Sections 5(b)(ii)(A), 5(b)(ii)(B), and 5(b)(ii)(C) above shall be payable, at IntraLinks’ sole option, either in equal semimonthly increments or in a lump sum (in either case, minus applicable payroll withholding and deductions required by law), so long as the last such payment occurs on or before the last day of the Post-Termination Period. IntraLinks’ obligation to pay amounts to Executive under Sections 5(b)(ii)(A) and 5(b)(ii)(B) above shall be conditioned upon the execution and delivery by Executive of IntraLinks’ standard form of release.
(iii) If Executive’s employment is terminated Without Cause for IntraLinks’ non-renewal of this Agreement pursuant to clause (2) of subsection 5(b),
(A) IntraLinks shall pay to Executive an amount equal to twelve (12) months plus one (1) additional month for every one (1) year of consecutive service with the Company or Parent, up to a maximum of eighteen (18) months (the “Payment Period”), and subject to Appendix A and the conditions precedent therein. In addition to the severance payment above, in the event of a termination without Cause, the Company will provide you with the following, and, as above, subject to Appendix A and the conditions precedent therein:
(i) the Company will pay on your behalf or otherwise reimburse you for the cost of the monthly premiums for you and your eligible dependents to continue your health care benefits pursuant under COBRA, as amended up to the earlier of (I) the end of the Payment Period, or (II) the date you commence full-time employment;
(ii) the Company will pay you an Average Bonus pro-rated for the period of the partial bonus year you actually worked immediately prior to the termination of your employment, less statutory and other applicable deductions as required. For example, if your last day of work is March 31, you will receive three (3) months of your Average Bonus. If a bonus has Executive’s then current Base Salary, monies to which Executive is not yet been determined for the preceding completed calendar year, the Compensation Committee will first make that determination in the ordinary course using relevant criteria in a manner consistent with prior practice and make its recommendation to the Board so that the Average Bonus can then be determined and paid in accordance with this provision. For clarity, it is expressly agreed that you will not be entitled to any bonus whatsoever for any period of time after your last actual day at work, including during the Payment Period;otherwise entitled; and
(iiiB) the Company will IntraLinks shall pay an amount equal to the contributions to your retirement savings plan it would have paid on your behalf Executive’s cost of COBRA coverage for the Payment Period.
(iv) notwithstanding any provision in the Plan to the contrary, all options and any other deferred compensation granted to you will continue to vest for a period of three (3) months after the date your following his termination of employment terminates and all vested stock options and other deferred compensation will (provided, however, that under no circumstances shall IntraLinks be exercisable until the earlier obligated to pay in excess of the original expiry day of the stock options and deferred compensation and the date that $1,000 per month therefore), a benefit to which Executive is six not then otherwise entitled; and
(6C) months after the date your employment terminates. Any payments, severance, or other benefits hereunder will be subject IntraLinks shall pay to applicable withholdings and deductions. You will not be entitled to receive any further pay or compensation except Executive (i) as expressly set out in this Agreementany other amount (including any portion of Base Salary) earned, accrued or owing to Executive through the date of termination but not yet paid, and (ii) a pro-rata portion of any unpaid bonus earned by Executive or which would have been earned by Executive within ninety (90) calendar days following the paydate of termination, if anyprovided that any targets or other requirements set by the Board of Directors in connection with the grant of such bonus have, accrued and owing under this Agreement up to in the judgment of the Board of Directors, exercised in good faith, been met on a pro-rata basis; and
(D) for the purposes of Section 6 below, the Post-Termination Period shall be three (3) months from the date of termination of your Executive’s employment. On termination of your employmentAmounts payable to Executive under Sections 5(b)(iii)(A), regardless 5(b)(iii)(B), and 5(b)(iii)(C) above shall be payable, at IntraLinks’ sole option, either in equal semimonthly increments or in a lump sum (in either case, minus applicable payroll withholding and deductions required by law), so long as the last such payment occurs on or before the last day of the reason for such termination, you Post-Termination Period. IntraLinks’ obligation to pay amounts to Executive under Sections 5(b)(iii)(A) and 5(b)(iii)(B) above shall immediately (be conditioned upon the execution and with contemporaneous effect) resign any directorships, offices or other positions that you may hold, if any, in the Company, Parent or any affiliate, unless otherwise agreed in writing delivery by the Company and ParentExecutive of IntraLinks’ standard form of release.
Appears in 1 contract
Sources: Executive Agreement (Intralinks Inc)
Termination Without Cause. The Employee shall be entitled to receive from the Company the severance benefits as described below (This Section P does not apply to "Severance Benefits") if during the term of this Agreement there shall occur a termination without cause that occurs within three Termination Without Cause (3) months prior to a Change of Control and in relation or connection to that Change of Control or within six (6) months prior to a Change of Control and in relation or connection to that Change of Control or within twelve (12) months of a Change of Control – as such terminations capitalized terms are covered by Section Mdefined below). The Company may terminate your employment without Cause at any time upon providing you Severance Benefits shall consist of the following:
(i) The Employee shall receive a severance single lump sum payment within thirty (30) days of the effective date of termination in the an amount equal to twelve sum of (12i) months plus the product of one (1) additional month times the sum of (A) the Employee's highest base salary during the term of this Agreement and (B) the full "Target Award" fixed for every the Employee under the Company's incentive bonus program for the then current fiscal year, (ii) an amount equal to the full "Target Award" fixed for the Employee under the Company's incentive bonus program for the then current fiscal year multiplied by a fraction, the numerator of which is the number of days in the then current fiscal year through the effective date of termination and the denominator of which is 365 and (iii) an amount equal to the sum of (A) the maximum contributions that could have been made by the Company on the Employee's behalf to all defined contribution plans of the Company (assuming that the Employee had made the maximum allowable contributions to such plans) and (B) the present value of the benefits that the Employee could have accrued under all defined benefit plans of the Company, had the Employee continued to participate in such plans for the one (1) year period following the effective date of consecutive service with the Company or Parent, up to a maximum of eighteen (18) months (the “Payment Period”), and subject to Appendix A and the conditions precedent therein. In addition to the severance payment above, in the event of a termination without Cause, the Company will provide you with the following, and, as above, subject to Appendix A and the conditions precedent therein:
(i) the Company will pay on your behalf or otherwise reimburse you for the cost of the monthly premiums for you and your eligible dependents to continue your health care benefits pursuant under COBRA, as amended up to the earlier of (I) the end of the Payment Period, or (II) the date you commence full-time employment;termination.
(ii) The Employee shall receive an amount, paid within thirty (30) days of the effective date of termination, equal to the sum of (A) the Employee's base salary through the effective date of termination to the extent not theretofore paid, (B) the amount of any bonus, incentive compensation, deferred compensation and other cash compensation accrued by the Employee as of the effective date of termination to the extent not theretofore paid not included in section 6 (a) (I) (ii) and (C) any vacation pay, expense reimbursements and other cash entitlements accrued by the Employee as of the effective date of termination to the extent not theretofore paid.
(iii) For a period of one (1) year following the effective date of termination, the Company will pay you an Average Bonus proshall arrange to provide the Employee, at the Company's cost, with life, disability and health-rated for and-accident insurance coverage providing substantially similar benefits to those which the period of the partial bonus year you actually worked Employee was receiving immediately prior to the termination effective date of your employmenttermination, less statutory and other applicable deductions as required. For example, if your last day of work is March 31, you will receive three (3) months of your Average Bonus. If a bonus has not yet been determined for the preceding completed calendar year, the Compensation Committee will first make that determination in the ordinary course using relevant criteria in a manner consistent with prior practice and make its recommendation to the Board so extent the Company continues to maintain benefit plans providing for such benefits for executives generally; provided, however, that the Average Bonus can then be determined and paid in accordance Company may cease providing such benefits at such time as the Employee is provided with this provision. For clarity, it is expressly agreed that you will not be entitled to any bonus whatsoever for any period of time after your last actual day at work, including during the Payment Period;
(iii) the Company will pay an amount equal to the contributions to your retirement savings plan it would have paid on your behalf for the Payment Period.
(iv) notwithstanding any provision in the Plan to the contrary, all options and any other deferred compensation granted to you will continue to vest for a period of three (3) months after the date your employment terminates and all vested stock options and other deferred compensation will be exercisable until the earlier of the original expiry day of the stock options and deferred compensation and the date that is six (6) months after the date your employment terminates. Any payments, severance, or other substantially equivalent benefits hereunder will be subject to applicable withholdings and deductions. You will not be entitled to receive any further pay or compensation except (i) as expressly set out in this Agreement, and (ii) the pay, if any, accrued and owing under this Agreement up to the date of termination of your employment. On termination of your employment, regardless of the reason for such termination, you shall immediately (and with contemporaneous effect) resign any directorships, offices or other positions that you may hold, if any, in the Company, Parent or any affiliate, unless otherwise agreed in writing by the Company and Parent.another employer
Appears in 1 contract
Sources: Severance Agreement (Trion Inc)
Termination Without Cause. (This Section P does not apply The Company may, with or without reason, ------------------------- terminate the Period of Employment and Employee's employment hereunder without Cause at any time, by providing Employee written notice of such termination. In the event of the termination of the Period of Employment and Employee's employment hereunder due to a termination by the Company without cause Cause (other than due to Employee's death or Permanent Disability), then Employee shall be entitled to receive:
(i) a lump sum cash payment equal to the sum of (A) any accrued but unpaid Base Salary as of the date of Employee's termination of employment hereunder, (B) the Earned/Unpaid Annual Bonus, if any, (C) the target annual incentive compensation, if any, that Employee would have been entitled to receive pursuant to Section 3(b) in respect of the fiscal year in which termination of Employee's employment occurs within and (D) an amount equal to the product of (x) the Employee's then current Base Salary times (y) the greater of (I) three (3) months prior or (II) the number of years (including fractions thereof) remaining in the Period of Employment as of the date of Employee's termination of employment (determined without regard to a Change Employee's termination of Control employment and in relation or connection without regard to that Change of Control or within six (6) months prior any further extensions pursuant to a Change of Control and in relation or connection to that Change of Control or within twelve (12) months of a Change of Control – such terminations are covered by Section M2). The Company may terminate your lump sum cash payment shall be made in two installments with fifty percent (50%) of the lump sum payable within ten (10) business days after termination of Employee's employment without Cause and, provided Employee is in compliance with Section 12 of the Agreement ("Non- Competition"), fifty percent (50%) plus interest at any time upon providing you a severance payment in rate of eight percent (8%) per year from the amount equal to twelve (12) months plus one (1) additional month for every date of Employee's termination of employment payable one (1) year after the date of consecutive service with the Company or Parent, up to a maximum Employee's termination of eighteen (18) months (the “Payment Period”), and subject to Appendix A and the conditions precedent therein. In addition to the severance payment above, employment; except in the event that Employee terminates his Employment pursuant to Section 8(b)(iv) ("Termination by Employee-Termination for Good Reason - Change of a termination without CauseControl"), the Company will provide you with the following, and, as above, subject to Appendix A and the conditions precedent therein:
wherein one hundred percent (i100%) the Company will pay on your behalf or otherwise reimburse you for the cost of the monthly premiums for you and your eligible dependents to continue your health care benefits pursuant under COBRA, as amended up to the earlier lump sum cash payment shall be made within ten (10) business days after termination of (I) the end of the Payment Period, or (II) the date you commence full-time Employee's employment;
(ii) such Employee Benefits, if any, as to which Employee may be entitled under the Company will pay you an Average Bonus pro-rated for the period employee benefit plans and arrangements of the partial bonus year you actually worked immediately prior to Company; and
(iii) continued participation in the termination Company's group health insurance plans at the Company's expense until the earlier of your employment, less statutory and other applicable deductions as required. For example, if your last day (A) the expiration of work is March 31, you will receive the three (3) months years from the effective date of your Average Bonus. If a bonus has not yet been determined termination or (B) Employee's eligibility for the preceding completed calendar year, the Compensation Committee will first make that determination participation in the ordinary course using relevant criteria in group health plan of a manner consistent with prior practice and make its recommendation to the Board so subsequent employer or entity for which Employee provides consulting services; provided, however, that the Average Bonus can then amount otherwise payable to Employee pursuant to Section 7(b)(i)(D) shall be determined reduced by the amount of any cash severance or termination benefits paid to Employee under any other severance plan, severance program or severance arrangement of the Company and paid its affiliates (but not reduced by any other payment to Employee whatsoever, including (without limitation) any payment by the Company or any affiliate of the Company in accordance with consideration of stock or any other property, whether pursuant to Section 5 of this provisionAgreement or otherwise). For clarityNotwithstanding any other provision of this Agreement, it is expressly agreed that you will not be entitled following such termination of Employee's employment due to termination by the Company without Cause, except as set forth in this Section 7(b) and the Company's obligations under Section 5, and except for Employee's rights (if any) under the plans, arrangements and programs referenced in Sections 3(b), 3(c) and 4, Employee shall have no further rights to any bonus whatsoever for any period of time after your last actual day at work, including during the Payment Period;
(iii) the Company will pay an amount equal to the contributions to your retirement savings plan it would have paid on your behalf for the Payment Period.
(iv) notwithstanding any provision in the Plan to the contrary, all options and any other deferred compensation granted to you will continue to vest for a period of three (3) months after the date your employment terminates and all vested stock options and other deferred compensation will be exercisable until the earlier of the original expiry day of the stock options and deferred compensation and the date that is six (6) months after the date your employment terminates. Any payments, severance, or other benefits hereunder will be subject to applicable withholdings and deductions. You will not be entitled to receive any further pay or compensation except (i) as expressly set out in under this Agreement, and (ii) the pay, if any, accrued and owing under this Agreement up to the date of termination of your employment. On termination of your employment, regardless of the reason for such termination, you shall immediately (and with contemporaneous effect) resign any directorships, offices or other positions that you may hold, if any, in the Company, Parent or any affiliate, unless otherwise agreed in writing by the Company and Parent.
Appears in 1 contract
Termination Without Cause. The Company shall have the right, upon ninety (This Section P does not apply 90) days’ prior written notice given to a termination without cause that occurs within three the Executive, to terminate the Executive’s employment for any reason whatsoever (3) months prior to a Change of Control and in relation or connection to that Change of Control or within six except for Cause (6) months prior to a Change of Control and in relation or connection to that Change of Control or within twelve (12) months of a Change of Control – such terminations are covered by Section Mas defined below)))). The Company may terminate your employment without Cause at any time upon providing you a severance payment in the amount equal to twelve (12) months plus one (1) additional month for every one (1) year of consecutive service with the Company or Parent, up to a maximum of eighteen (18) months (the “Payment Period”), and subject to Appendix A and the conditions precedent therein. In addition to the severance payment above, in the event of a such termination, the Company shall have no further obligations hereunder, except that the Executive shall be entitled to (i) receive any accrued but unpaid salary and other amounts to which the Executive otherwise is entitled hereunder prior to the date of termination without Cause, the Company will provide you paid in accordance with the followingterms of this Agreement; (ii) receive bonus compensation earned but not paid that relates to any fiscal year ended prior to the date of termination without Cause, and, as above, subject to Appendix A and paid in accordance with the conditions precedent therein:
terms of this Agreement; (iiii) the Company will pay on your behalf or otherwise reimburse you for the cost receive a pro-rata portion of the monthly premiums for you and your eligible dependents annual bonus payout that the Executive would have been entitled to continue your health care benefits pursuant under COBRA, as amended up to the earlier of (I) receive had they remained in employment through the end of the Payment Periodfiscal year during which the termination without Cause occurred, or (II) based on the date you commence full-time employment;
(ii) the Company will pay you an Average Bonus pro-rated for the period portion of the partial bonus fiscal year you actually worked immediately that has elapsed prior to the termination of your employmentsuch termination, less statutory and other applicable deductions as required. For example, if your last day of work is March 31, you will receive three (3) months of your Average Bonus. If a bonus has not yet been determined for the preceding completed calendar year, the Compensation Committee will first make that determination in the ordinary course using relevant criteria in a manner consistent with prior practice and make its recommendation to the Board so that the Average Bonus can then be determined and paid in accordance with the terms of this provision. For clarityAgreement (provided, it is expressly agreed that you will such payment shall not be entitled to any bonus whatsoever for any period of time after your last actual day at work, including during the Payment Period;
(iii) the Company will pay an amount equal made prior to the contributions to your retirement savings plan it would have paid on your behalf for sixtieth (60th) day following the Payment Period.
Executive’s date of termination); (iv) notwithstanding any provision receive the following post-termination payments and benefits: A) for a period ending on a date two (2) years from the date of termination without Cause, in accordance with the Plan regular payroll policies of the Company in effect from time to time, their Base Salary as established under and paid in accordance with the terms of this Agreement and (B) bonus compensation equal to fifty percent (50%) of the average of the actual annual bonuses (or target bonus, if the Executive has not yet received an actual bonus) paid or payable to the contraryExecutive under the Bonus Plan during the past two (2) completed fiscal years paid in accordance with the terms of this Agreement (provided, all options and any other deferred compensation granted that such payment shall not be made prior to you will continue to vest the sixtieth (60th) day following the Executive’s date of termination);(v) receive reimbursement for financial counseling services under Section 6(b) hereof for a period of three two (32) months after years from the date your employment terminates and all vested stock options and other deferred compensation will of termination, paid in accordance with the terms of this Agreement (provided, that no such payment shall be exercisable until made prior to the earlier sixtieth (60th) day following the Executive’s date of the original expiry day of the stock options and deferred compensation and the date that is six (6) months after the date your employment terminates. Any payments, severance, or other benefits hereunder will be subject to applicable withholdings and deductions. You will not be entitled to receive any further pay or compensation except (i) as expressly set out in this Agreement, termination); and (iivi) the pay, if any, accrued and owing under this Agreement up to participate for a period ending on a date two (2) years from the date of termination of your employment. On termination of your employmentwithout Cause (the “Without Cause Continuation Period”), regardless to the extent permitted by applicable law and regulations and the applicable benefit plan, program or arrangement, in any and all qualified and non-qualified pension and qualified retirement savings, healthcare, life insurance and accidental death and dismemberment insurance benefit plans, programs or arrangements, on terms identical to those applicable to full-term senior officers of the reason for such termination, you shall immediately (Company. Because continued participation in any qualified pension and with contemporaneous effect) resign any directorships, offices or other positions that you may hold, if any, in the Company, Parent or any affiliate, unless otherwise agreed in writing by qualified retirement savings plans of the Company is not permitted during the Without Cause Continuation Period, the Company shall provide to the Executive, subject to this Section, a lump sum cash payment, to be paid within 60 days after the end of the Without Cause Continuation Period, equal to the Pension Replacement Payment ( (provided, that such payments shall not commence prior to the sixtieth (60th) day following the Executive’s date of termination). Notwithstanding the above, any amounts payable under this Section that are separation pay as described under ▇▇▇▇▇. Reg. §1.409A-1(b)(9)(iii)(A) shall be paid no later than December 31 of the second calendar year following the year in which the Executive’s termination pursuant to this Section occurs; any amounts payable under this Section that are not otherwise exempt from Code section 409A are subject to, and Parent.payable in accordance with, Section 7(j) of this Agreement. Except as otherwise provided
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Termination Without Cause. Notwithstanding anything to the contrary herein, Company reserves the right to terminate Executive’s employment and this Agreement without Cause (This Section P does not apply to a termination without cause that occurs within three (3) months prior to a Change of Control and in relation or connection to that Change of Control or within six (6) months prior to a Change of Control and in relation or connection to that Change of Control or within twelve (12) months of a Change of Control – such terminations are covered by Section Mdefined below). The If Company terminates Executive’s employment and this Agreement without Cause, then, solely in exchange for Executive’s execution and delivery of Company’s then standard separation agreement, which includes, among other obligations, a release of claims against Company and related entities and persons (sample release language is attached hereto as Exhibit A (the “Separation Agreement”), which language may terminate your employment without Cause at be modified, but not materially except to comply with any time upon providing you a severance payment changes in applicable law, by Company in the future), within the time period specified therein, and upon such agreement becoming effective by its terms, the following terms shall apply:
(i) Company will pay Executive an amount equal to twelve (12) months plus one (1) additional month for every one (1) year of consecutive service with the Company or Parent, up to a maximum of eighteen (18) months of Executive’s then current Base Salary, less applicable withholdings. This amount will be paid in thirty-six (36) substantially equal installments, which shall be treated as separate payments in accordance with paragraph 12 hereof, commencing on the “Payment Period”), and subject sixtieth (60th) day following Executive’s termination of employment. These payments will not be eligible for deferrals to Appendix A and the conditions precedent therein. In addition to the severance payment above, in the event of a termination without Cause, the Company will provide you with the following, and, as above, subject to Appendix A and the conditions precedent therein:
(iCompany’s 401(k) the Company will pay on your behalf or otherwise reimburse you for the cost of the monthly premiums for you and your eligible dependents to continue your health care benefits pursuant under COBRA, as amended up to the earlier of (I) the end of the Payment Period, or (II) the date you commence full-time employment;plan.
(ii) Subject to the Company will pay you an Average terms of paragraph 4.C(i), if Executive is terminated between January 1 and March 15, a Bonus pro-rated payment under the ABP for the period calendar year ending prior to Executive’s termination (“Prior Year”) will be paid at the same rate that continuing employees receive their bonus payments, less applicable tax withholdings, but in no event to exceed 100% of Executive’s target payout; provided that (i) Company pays a Bonus to eligible employees under Company’s ABP for the Prior Year, (ii) Executive’s Bonus has not already been paid to Executive at the time of termination of Executive’s employment, and (iii) Executive was otherwise eligible for such Bonus payment if Executive had remained employed through the date of payout. This amount will be paid to Executive in a lump sum on the earlier of the partial bonus year you actually worked immediately prior to date on which other eligible employees are paid bonuses under the ABP for the Prior Year provided the Separation Agreement has become effective by its terms, or the sixtieth (60th) day following Executive’s termination of your employment, less statutory and other applicable deductions as required. For example, if your last day of work is March 31, you will receive three (3) months of your Average Bonus. If a bonus has not yet been determined for the preceding completed calendar year, the Compensation Committee will first make that determination in the ordinary course using relevant criteria in a manner consistent with prior practice and make its recommendation to the Board so that the Average Bonus can then be determined and paid in accordance with this provision. For clarity, it is expressly agreed that you This payment will not be entitled eligible for deferrals to any bonus whatsoever for any period of time after your last actual day at work, including during the Payment Period;Company’s 401(k) plan.
(iii) the Company will pay an amount equal In addition, subject to the contributions to your retirement savings plan it would have paid on your behalf terms of paragraph 4.C(i), Executive will receive a Bonus payment under the ABP for the Payment Periodyear in which Executive’s termination of employment occurs payable if and when bonuses are paid to other employees, prorated through the effective date of the termination of Executive’s employment, less applicable withholdings. This amount will not be eligible for deferrals to Company’s 401(k) plan.
(iv) notwithstanding any provision If Executive elects group health plan continuation coverage under the Consolidated Omnibus Budget Reconciliation Act (“COBRA”), Company will pay the cost of Executive’s medical, dental and vision benefit coverage (“group health coverage”) under COBRA for up to eighteen (18) months, in accordance with COBRA, beginning the Plan to the contrary, all options and any other deferred compensation granted to you will continue to vest for a period of three (3) months after the date your employment terminates and all vested stock options and other deferred compensation will be exercisable until the earlier of the original expiry first day of the stock options calendar month following Executive’s termination of employment. Executive agrees that Company may impute compensation income to Executive in an amount equal to 102% of the premium cost for such group health coverage if necessary to avoid adverse income tax consequences to Executive resulting from the application of Section 105(h) of the Internal Revenue Code of 1986, as amended (the “Code”) to Company’s payment of the cost of such group health coverage.
(v) If Executive’s Separation Agreement fails to become effective and deferred compensation irrevocable prior to the sixtieth (60th) day following Executive’s termination of employment due to Executive’s failure to timely deliver the executed Separation Agreement, Company will have no obligation to make the payments or benefits provided by paragraphs 5.A.(i), (ii), (iii) and (iv) herein, other than to provide Executive with COBRA to the date extent required by law.
(vi) Executive agrees to assist Company, in connection with any litigation, investigation or other matter involving Executive’s tenure as an employee, officer or director of Company, including, but not limited to, meetings with Company representatives and counsel and giving testimony in any legal proceeding involving Company. No later than ninety (90) days following Company’s receipt of supporting documentation of Executive’s incurrence of such expenses, Company will reimburse Executive for reasonable out-of-pocket expenses incurred in rendering such assistance to Company (including attorney’s fees incurred in accordance with the applicable provisions of Company’s Bylaws and Certificate of Incorporation). Furthermore, Executive agrees not to affirmatively encourage or assist any person or entity in litigation against Company or its affiliates, officers, employees and agents in any manner. This provision does not prohibit Executive’s response to a valid subpoena for documents or testimony or other lawful process or limit Executive’s rights that is six are not legally waivable; however, Executive agrees to provide Company with prompt notice of said process.
(6vii) months after the date your employment terminates. Any paymentsExecutive agrees not to make any disparaging or untruthful remarks or statements about Company or its products, severanceservices, officers, directors, or other benefits hereunder will be subject employees. Company agrees not to applicable withholdings and deductionscause its directors, officers or senior executives to make on its behalf any disparaging or untruthful remarks or statements about Executive’s employment with Company to prospective employers of Executive following Executive’s termination from employment. You will Nothing in this Agreement prevents Executive or Company from making truthful statements when required by law, court order, subpoena, or the like, to a governmental agency or body or in connection with any legal proceeding.
(viii) Executive shall not be entitled to receive notice and severance under any further pay policy or compensation except plan of Company (ithe payments set forth in this paragraph 5.A. being given in lieu thereof) as expressly set out and Executive waives all participation in and claims under such policies and plans. For the avoidance of doubt, the foregoing sentence shall not have any adverse impact on Executive’s rights to indemnification and D&O coverage.
(ix) Executive agrees that if Executive breaches any of Executive’s obligations, to the detriment of Company, under paragraphs 5.A.(vi) or (vii), under paragraphs 6, 7, or 8 of this Agreement, under the Confidentiality Agreement, or under the Separation Agreement, Company has the right to seek recovery of the full payments made to Executive under subparagraphs 5.A.(i), (ii), (iii) and (iiiv) the payabove, if any, accrued and owing under this Agreement up to the date of termination of your employment. On termination of your employment, regardless of the reason for such termination, you shall immediately (and with contemporaneous effect) resign any directorships, offices obtain all other remedies provided by law or other positions that you may hold, if any, in the Company, Parent or any affiliate, unless otherwise agreed in writing by the Company and Parentequity.
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