Termination and Severance. The Employment Period shall terminate on the first to occur of (i) thirty (30) days following written notice by you to the Company of your resignation without Good Reason (it being understood that you will continue to perform your services hereunder during such thirty (30) day period if requested, but the Company may terminate your services sooner if it so elects), (ii) thirty (30) days following written notice by you to the Company of your resignation with Good Reason (it being understood that you will continue to perform your services hereunder during such thirty (30) day period provided that the Company does not elect to terminate your employment sooner if it so elects), (iii) your death or Disability, (iv) a vote of the Board of the Company directing such termination for Cause, (v) a vote of the Board of the Company directing such termination without Cause, or (vi) the third (3rd) anniversary of the Effective Date (the “Scheduled Expiration Date”); provided, however, that the Scheduled Expiration Date shall be automatically extended for successive one-year periods unless, at least ninety (90) days prior to the then-current Scheduled Expiration Date, either the Company or you shall give written notice to the other of an intention not to extend the Employment Period. In the event of termination of the Employment Period pursuant to clause (ii) or (v) above, the Company shall pay to you an amount equal to your Annual Base Salary as in effect immediately prior to the termination of the Employment Period, such amount to be paid periodically in accordance with the Company’s regular payroll practices over the twelve (12) month period immediately following such termination (the “Severance Benefit”). Not withstanding the preceding sentence, the Severance Benefit shall be computed as an amount equal to one hundred fifty percent (150%) of your Annual Base Salary as in effect immediately prior to the termination of the Employment Period and shall be paid periodically in accordance with the Company’s regular payroll practices over the twelve (12) month period immediately following such termination solely in a circumstance in which there has occurred a Change in Control (as defined in the Option Agreement) within three (3) months prior to any termination by you for Good Reason or by the Company without Cause. Notwithstanding anything in this Agreement to the contrary, in the event that payment of the Severance Benefit, either alone or together with other payments (or the value of other benefits) which you have the right to receive from the Company in connection with a Change in Control, would not be deductible (in whole or in part) by the Company as a result of the Severance Benefit or other payments or benefits constituting a “parachute payment” within the meaning of Section 280G of the Internal Revenue Code of 1986, as amended (the “Code”), the Severance Benefit (or, at your election, such other payments and/or benefits, or a combination of such other payments and/or benefit and/or the Severance Benefit) shall be reduced to the largest amount as will result in no portion of the Severance Benefit (or such other payments and/or benefits) not being fully deductible by the Company as a result of Section 280G of the Code. The determination of the amount of any such required reduction pursuant to the foregoing provision, and the valuation of any non-cash benefits for purposes of such determination, shall be made exclusively by the firm that was acting as the Company’s auditors prior to the Change in Control (whose fees and expenses shall be borne by the Company, and such determination shall be conclusive and binding). Except as otherwise set forth in this Section 5 or pursuant to the terms of employee benefit plans in which you participate pursuant to Section 4, you shall not be entitled to any compensation or other payment from the Company in connection with the termination of your employment hereunder. In addition to the Severance Benefit, under circumstances in which the Severance Benefit is payable, you shall also remain eligible to receive group health insurance benefits under the Company’s benefit plans for one year following the termination of your employment with the Company so long as such benefit plans permit such continued participation (or for three years following the termination of your employment with the Company in the event that the enhanced Severance Benefits are payable in connection with a Change in Control pursuant to the third sentence of the first paragraph of this Section 5) (the “Termination Benefit”).
Appears in 2 contracts
Samples: Confidential Treatment (Wj Communications Inc), Employment Agreement (Wj Communications Inc)
Termination and Severance. The Employment Period shall terminate on the first to occur of (i) thirty (30) days following written notice by you to the Company of your resignation without Good Reason (it being understood that you will continue to perform your services hereunder during such thirty (30) day This position is for no set period if requested, but the Company may terminate your services sooner if it so elects), (ii) thirty (30) days following written notice by you to the Company of your resignation with Good Reason (it being understood that you will continue to perform your services hereunder during such thirty (30) day period provided that the Company does not elect to terminate your employment sooner if it so elects), (iii) your death or Disability, (iv) a vote of the Board of the Company directing such termination for Cause, (v) a vote of the Board of the Company directing such termination without Cause, or (vi) the third (3rd) anniversary of the Effective Date (the “Scheduled Expiration Date”); provided, however, that the Scheduled Expiration Date shall be automatically extended for successive one-year periods unless, at least ninety (90) days prior to the then-current Scheduled Expiration Date, either the Company or you shall give written notice to the other of an intention not to extend the Employment Period. In the event of termination of the Employment Period pursuant to clause (ii) or (v) above, the Company shall pay to you an amount equal to your Annual Base Salary term and just as in effect immediately prior to the termination of the Employment Period, such amount to be paid periodically in accordance with the Company’s regular payroll practices over the twelve (12) month period immediately following such termination (the “Severance Benefit”). Not withstanding the preceding sentence, the Severance Benefit shall be computed as an amount equal to one hundred fifty percent (150%) of your Annual Base Salary as in effect immediately prior to the termination of the Employment Period and shall be paid periodically in accordance with the Company’s regular payroll practices over the twelve (12) month period immediately following such termination solely in a circumstance in which there has occurred a Change in Control (as defined in the Option Agreement) within three (3) months prior to any termination by you for Good Reason or by the Company without Cause. Notwithstanding anything in this Agreement to the contrary, in the event that payment of the Severance Benefit, either alone or together with other payments (or the value of other benefits) which you have the right to receive from resign your position at any time, for any reason, QRS reserves the right to terminate your employment at any time, with or without good cause, with or without advance notice. If the Company terminates your employment without cause within twelve (12) months after the date of this letter under circumstances not entitling you to severance and accelerated vesting under “Change of Control” below, you will become entitled to severance pay equal in connection with a Change the aggregate to six months of your total annual targeted compensation at the level in Control, would not be deductible (in whole or in part) by effect at the Company as a result time of the Severance Benefit or other payments or benefits constituting a “parachute payment” within the meaning of Section 280G of the Internal Revenue Code of 1986, as amended (the “Code”), the Severance Benefit (or, at your election, such other payments and/or benefits, or a combination of such other payments and/or benefit and/or the Severance Benefit) shall be reduced to the largest amount as termination. Such severance pay will result in no portion of the Severance Benefit (or such other payments and/or benefits) not being fully deductible by the Company as a result of Section 280G of the Code. The determination of the amount of any such required reduction pursuant to the foregoing provision, and the valuation of any non-cash benefits for purposes of such determination, shall be made exclusively by the firm that was acting as the Company’s auditors prior to the Change in Control (whose fees and expenses shall be borne by the Company, and such determination shall be conclusive and binding). Except as otherwise set forth in this Section 5 or pursuant to the terms of employee benefit plans in which you participate pursuant to Section 4, you shall not be entitled to any compensation or other payment from the Company in connection four equal installments with the termination of your employment hereunder. In addition to the Severance Benefit, under circumstances in which the Severance Benefit is payable, you shall also remain eligible to receive group health insurance benefits under the Company’s benefit plans for one year first payment occurring within ten days following the termination of your employment with and the remaining three payments to be made two, four and six months following the date that the Company so long as terminates your employment. All such benefit plans permit payments will be subject to applicable deductions and withholding taxes. The Company will also make COBRA payments on your behalf for six (6) months following your termination. You shall receive no severance benefits under this paragraph if the Company terminates your employment for cause or you voluntarily resign your position. As a condition of receiving the severance benefits set forth in this paragraph, the Company may require you to sign a written release in a form acceptable to the Company of any known and unknown claims by you against the Company arising out of your employment, excluding any claims for indemnification against claims made by third parties, in which case no payment will be made to you under this paragraph until you have executed such continued participation (or release and any time period during which you may revoke such release has lapsed. For purposes of this agreement, termination “for three years following cause” shall mean the Company’s termination of your employment for any of the following reasons: (1) your failure to perform in a diligent or competent fashion consistent with your position as Senior Vice President and Chief Financial Officer the material duties of your job after a written demand for such performance is delivered to you by the Company that identifies the manner in which you have not substantially performed those duties and that provides a reasonable period for you to cure those deficiencies; (2) a material breach by you of your obligations under any confidential or proprietary information agreements with the Company in the event that the enhanced Severance Benefits are payable in connection with or of any of your fiduciary or legal obligations as a Change in Control pursuant to the third sentence director or officer of the first paragraph of this Section Company, (3) your failure to follow in a material respect Company policies or directives applicable to your position, (4) any willful misconduct m your part or (5) (any unauthorized activity on your part that creates a material conflict of interest between you and the “Termination Benefit”)Company after you have been provided a reasonable opportunity to refrain from that activity.
Appears in 2 contracts
Samples: Transition Agreement (QRS Corp), QRS Corp
Termination and Severance. The Employment Period shall terminate prior to its scheduled expiration date on the first to occur of (i) thirty your death or permanent disability (30) days following written notice by you to the Company of defined as your resignation without Good Reason (it being understood that you will continue actual inability to perform normal duties for a period of 90 consecutive days or for a total of 120 days in any two-year period or your services hereunder during prospective inability to perform such thirty (30) day duties for such period if requested, but as determined in good faith by the Company may terminate your services sooner if it so electsBoard), (ii) thirty (30) days following written notice by you to the Company of your resignation with Good Reason (it being understood that you will continue to perform your services hereunder during such thirty (30) day period provided that the Company does not elect to terminate your employment sooner if it so elects), (iii) your death or Disability, (iv) a vote of the Board of the Company directing such termination for Cause, (viii) a vote of the Board of the Company directing such termination without Cause, or (viiv) the third (3rd) anniversary of the Effective Date (the “Scheduled Expiration Date”); provided, however, that the Scheduled Expiration Date shall be automatically extended for successive one-year periods unless, at least ninety (90) days termination by you upon not less than 30 days' prior to the then-current Scheduled Expiration Date, either the Company or you shall give written notice to the other of an intention not to extend the Employment Periodfor Good Reason. In the event of termination of the Employment Period pursuant to clause clauses (iiiii) or (viv) aboveabove and so long as you comply with the restrictions set forth in paragraphs 5 and 6 below, the Company shall continue to pay to you an amount equal to your Annual Base Salary as in effect immediately prior to base salary for two years following the termination of the Employment Period, such amount to be paid periodically in accordance with the Company’s regular payroll practices over the twelve (12) month period immediately following such termination (the “Severance Benefit”). Not withstanding the preceding sentence, the Severance Benefit shall be computed as an amount equal to one hundred fifty percent (150%) of your Annual Base Salary as in effect immediately prior to the termination of the Employment Period and shall be paid periodically in accordance with the Company’s regular payroll practices over the twelve (12) month period immediately following such termination solely in a circumstance in which there has occurred a Change in Control (as defined in the Option Agreement) within three (3) months prior to any termination by you for Good Reason or by the Company without Cause. Notwithstanding anything in this Agreement to the contrary, in the event that payment of the Severance Benefit, either alone or together with other payments (or the value of other benefits) which you have the right to receive from the Company in connection with a Change in Control, would not be deductible (in whole or in part) by the Company as a result of the Severance Benefit or other payments or benefits constituting a “parachute payment” within the meaning of Section 280G of the Internal Revenue Code of 1986, as amended (the “Code”), the Severance Benefit (or, at your election, such other payments and/or benefits, or a combination date of such other payments and/or benefit and/or the Severance Benefit) shall be reduced to the largest amount as will result in no portion of the Severance Benefit (or such other payments and/or benefits) not being fully deductible by the Company as a result of Section 280G of the Code. The determination of the amount of any such required reduction pursuant to the foregoing provision, and the valuation of any non-cash benefits for purposes of such determination, shall be made exclusively by the firm that was acting as the Company’s auditors prior to the Change in Control (whose fees and expenses shall be borne by the Company, and such determination shall be conclusive and binding)termination. Except as otherwise set forth in this Section 5 or pursuant to the terms of employee benefit plans in which you participate pursuant to Section paragraph 4, you shall not be entitled to any compensation or other payment from any current or future member, or affiliate of any such member, of the Company SMTC Group in connection with the termination of your employment hereunderemployment. In addition For purposes of this Agreement, (x) "CAUSE" shall mean (i) your willful and repeated failure to comply with the lawful directives of the Board, (ii) any criminal act or act of dishonesty, disloyalty, misconduct or moral turpitude by you that is injurious to the Severance Benefitproperty, under circumstances operations, business or reputation of any member of the SMTC Group, or (iii) your material breach of this Agreement that is not cured within 30 days after written notice thereof to you by the Company, and (y) "GOOD REASON" shall mean (i) the Company's material breach of this Agreement that is not cured within 30 days after written notice thereof to the Company by you or (ii) a reduction in which your responsibilities and authority such that you no longer function as a Vice President of the Severance Benefit is payableCompany, provided however, that if you do not terminate within 30 days after the Company has provided you notice of any such reduction in responsibilities, then you shall also remain eligible be deemed to receive group health insurance benefits under the Company’s benefit plans have waived your right to terminate for one year following the termination of your employment with the Company so long as Good Reason based on such benefit plans permit such continued participation (or for three years following the termination of your employment with the Company in the event that the enhanced Severance Benefits are payable in connection with a Change in Control pursuant to the third sentence of the first paragraph of this Section 5) (the “Termination Benefit”)reduction.
Appears in 2 contracts
Termination and Severance. The Employment Period shall terminate on the first to occur of (i) thirty ninety (3090) days following written notice by you to the Company of your resignation without Good Reason (it being understood that you will continue to perform your services hereunder during such thirty ninety (3090) day period if requested, but the Company may terminate your services sooner if it so elects), (ii) thirty (30) days following written notice by you to the Company of your resignation with Good Reason (it being understood that you will continue to perform your services hereunder during such thirty (30) day period provided that the Company does not elect to terminate your employment sooner if it so elects), (iii) your death or Disability, (iv) a vote of the Board of the Company directing such termination for Cause, (v) a vote of the Board of the Company directing such termination without Cause, or (vi) the third (3rd) anniversary of the Effective Date (the “Scheduled Expiration Date”); provided, however, that the Scheduled Expiration Date shall be automatically extended for successive one-year periods unless, at least ninety (90) days prior to the then-current Scheduled Expiration Date, either the Company or you shall give written notice to the other of an intention not to extend the Employment Period. In the event of termination of the Employment Period pursuant to clause (ii) or (v) above, the Company shall pay to you an amount equal to your Annual Base Salary as in effect immediately prior to the termination of the Employment Period, such amount to be paid periodically in accordance with the Company’s regular payroll practices over the twelve (12) month period immediately following such termination (the “Severance Benefit”). Not withstanding Notwithstanding the preceding sentence, the Severance Benefit shall be computed as an amount equal to one hundred fifty percent (150%) of your Annual Base Salary as in effect immediately prior to the termination of the Employment Period and shall be paid periodically in accordance with the Company’s regular payroll practices over the twelve (12) month period immediately following such termination solely in a circumstance in which there has occurred a Change in Control (as defined in the Option Agreement) within three (3) months prior to any termination by you for Good Reason or by the Company without Cause. Notwithstanding anything in this Agreement to the contrary, in the event that payment of the Severance Benefit, either alone or together with other payments (or the value of other benefits) which you have the right to receive from the Company in connection with a Change in Control, would not be deductible (in whole or in part) by the Company as a result of the Severance Benefit or other payments or benefits constituting a “parachute payment” within the meaning of Section 280G of the Internal Revenue Code of 1986, as amended (the “Code”), the Severance Benefit (or, at your election, such other payments and/or benefits, or a combination of such other payments and/or benefit and/or the Severance Benefit) shall be reduced to the largest amount as will result in no portion of the Severance Benefit (or such other payments and/or benefits) not being fully deductible by the Company as a result of Section 280G of the Code. The determination of the amount of any such required reduction pursuant to the foregoing provision, and the valuation of any non-cash benefits for purposes of such determination, shall be made exclusively by the firm that was acting as the Company’s auditors prior to the Change in Control (whose fees and expenses shall be borne by the Company, and such determination shall be conclusive and binding). Except as otherwise set forth in this Section 5 or pursuant to the terms of employee benefit plans in which you participate pursuant to Section 4, you shall not be entitled to any compensation or other payment from the Company in connection with the termination of your employment hereunder. In addition to the Severance Benefit, under circumstances in which the Severance Benefit is payable, you shall also remain eligible to receive group health insurance benefits under the Company’s benefit plans for one year following the termination of your employment with the Company so long as such benefit plans permit such continued participation (or for three years following the termination of your employment with the Company in the event that the enhanced Severance Benefits are payable in connection with a Change in Control pursuant to the third sentence of the first paragraph of this Section 5) (the “Termination Benefit”).
Appears in 2 contracts
Samples: Employment Agreement (Wj Communications Inc), Employment Agreement (Wj Communications Inc)
Termination and Severance. The Employment Period shall terminate on the first to occur of (i) thirty ninety (3090) days following written notice by you to the Company of your resignation without Good Reason Reason, (it being understood that you will continue to perform your services hereunder during such thirty ninety (3090) day period if requested, but the Company may terminate your services sooner if it so electsperiod), (ii) thirty (30) days following written notice by you to the Company of your resignation with Good Reason (it being understood that you will continue to perform your services hereunder during such thirty (30) day period provided that the Company does not elect to terminate your employment sooner if it so electsperiod), (iii) your death or Disability, (iv) a vote of the Board of the Company directing such termination for Cause, (v) a vote of the Board of the Company directing such termination without Cause, or (vi) the third (3rd) anniversary of the Effective Date (the “Scheduled Expiration Date”"SCHEDULED EXPIRATION DATE"); provided, however, that the Scheduled Expiration Date shall be automatically extended for successive one-year periods unless, at least ninety (90) days prior to the then-current Scheduled Expiration Date, either the Company or you shall give written notice to the other of an intention not to extend the Employment Period. In the event of termination of the Employment Period pursuant to clause (ii) or (v) above, or in the event that the Company elects not to extend the Employment Period upon the expiration thereof, the Company shall pay to you an amount equal to your Annual Base Salary as in effect immediately prior to the termination of the Employment Period, such amount to be paid periodically in accordance with the Company’s 's regular payroll practices over the twelve (12) month period immediately following such termination (the “Severance Benefit”"SEVERANCE BENEFIT"). Not withstanding Notwithstanding the preceding sentence, the Severance Benefit shall be computed as an amount equal to one hundred fifty percent (150%) of your Annual Base Salary as in effect immediately prior to the termination of the Employment Period and shall be paid periodically in accordance with the Company’s 's regular payroll practices over the twelve (12) month period immediately following such termination solely termination, SOLELY in a circumstance in which there has occurred a Change in of Control (as defined in the Option AgreementShareholders Agreement among the Company and its shareholders dated as of even date herewith (the "SHAREHOLDERS AGREEMENT")) within three (3) months prior to any termination by you for Good Reason or by the Company without Causesuch termination. Notwithstanding anything in this Agreement to the contrary, in the event that payment of the Severance Benefit, either alone or together with other payments (or the value of other benefits) which you have the right to receive from the Company in connection with a Change in Controlchange of control, would not be deductible (in whole or in part) by the Company as a result of the Severance Benefit or other payments or benefits constituting a “"parachute payment” " within the meaning of Section 280G of the Internal Revenue Code of 1986, as amended (the “Code”"CODE"), the Severance Benefit (or, at your election, such other payments and/or benefits, or a combination of such other payments and/or benefit benefits and/or the Severance Benefit) shall be reduced to the largest amount as will result in no portion of the Severance Benefit (or such other payments and/or benefits) not being fully deductible by the Company as a result of Section 280G of the Code. The determination of the amount of any such required reduction pursuant to the foregoing provision, and the valuation of any non-cash benefits for purposes of such determination, shall be made exclusively by the firm that was acting as the Company’s 's auditors prior to the Change change in Control control (whose fees and expenses shall be borne by the Company, and such determination shall be conclusive and binding). Except as otherwise set forth in this Section 5 paragraph 4 or pursuant to the terms of employee benefit plans in which you participate pursuant to Section 4paragraph 3, you shall not be entitled to any compensation or other payment from the Company in connection with the termination of your employment hereunder. In addition to the Severance Benefit, under circumstances in which the Severance Benefit is payable, you shall also remain eligible to receive group health insurance benefits under the Company’s 's benefit plans for one year (or, in the event that the enhanced Severance Benefit is payable in connection with a Change of Control, three years) following the termination of your employment with the Company so long as such Company. In the case of benefit plans that do not permit such continued participation (or for three years following the termination of your employment with participation, in lieu thereof you shall be entitled to receive a cash payment from the Company in sufficient to enable you to purchase comparable benefits for the event that the enhanced Severance Benefits are payable in connection with a Change in Control pursuant to the third sentence of the first paragraph of this Section 5) (the “Termination Benefit”)applicable period.
Appears in 2 contracts
Samples: Employment Agreement (Wj Communications Inc), Employment Agreement (Wj Communications Inc)
Termination and Severance. The Employment Period shall terminate on the first to occur of (i) thirty (30) days following written notice by you to the Company of your resignation without Good Reason (it being understood that you will continue to perform your services hereunder during such thirty (30) day period if requested, but the Company may terminate your services sooner if it so elects), (ii) thirty (30) days following written notice by you to the Company of your resignation with Good Reason (it being understood that you will continue to perform your services hereunder during such thirty (30) day period provided that the Company does not elect to terminate your employment sooner if it so elects), (iii) your death or DisabilityDisability (as defined below), (iv) a vote of the Board of the Company directing such termination for Cause, (v) a vote of the Board of the Company directing such termination without Cause, or (vi) the third (3rd) anniversary of the Effective Date (the “Scheduled Expiration Date”); provided, however, that the Scheduled Expiration Date shall be automatically extended for successive one-year periods unless, at least ninety (90) days prior to the then-current Scheduled Expiration Date, either the Company or you shall give written notice to the other of an intention not to extend the Employment Period. In the event of termination of the Employment Period pursuant to clause (ii) or (v) above, the Company shall pay to you an amount equal to your Annual Base Salary as in effect immediately prior to the termination of the Employment Period, such amount to be paid periodically in accordance with the Company’s regular payroll practices over the twelve (12) month period immediately following such termination (the “Severance Benefit”). Not withstanding Notwithstanding the preceding sentence, the Severance Benefit shall be computed as an amount equal to one hundred fifty percent (150%) of your Annual Base Salary as in effect immediately prior to the termination of the Employment Period and shall be paid periodically in accordance with the Company’s regular payroll practices over the twelve (12) month period immediately following such termination solely in a circumstance in which there has occurred a Change in Control (as defined in the Option Agreement) within three six (36) months prior to any termination by you for Good Reason or by the Company without Cause. Notwithstanding anything in this Agreement to the contrary, in the event that payment of the Severance Benefit, either alone or together with other payments (or the value of other benefits) which you have the right to receive from the Company in connection with a Change in Control, would not be deductible (in whole or in part) by the Company as a result of the Severance Benefit or other payments or benefits constituting a “parachute payment” within the meaning of Section 280G of the Internal Revenue Code of 1986, as amended (the “Code”), the Severance Benefit (or, at your election, such other payments and/or benefits, or a combination of such other payments and/or benefit and/or the Severance Benefit) shall be reduced to the largest amount as will result in no portion of the Severance Benefit (or such other payments and/or benefits) not being fully deductible by the Company as a result of Section 280G of the Code. The determination of the amount of any such required reduction pursuant to the foregoing provision, and the valuation of any non-cash benefits for purposes of such determination, shall be made exclusively by the firm that was acting as the Company’s auditors prior to the Change in Control (whose fees and expenses shall be borne by the Company, and such determination shall be conclusive and binding). Except as otherwise set forth in this Section 5 or pursuant to the terms of employee benefit plans in which you participate pursuant to Section 4, you shall not be entitled to any compensation or other payment from the Company in connection with the termination of your employment hereunder. In addition to the Severance Benefit, under circumstances in which the Severance Benefit is payable, you shall also remain eligible to receive group health insurance benefits under the Company’s benefit plans for one year following the termination of your employment with the Company so long as such benefit plans permit such continued participation (or for three years following the termination of your employment with the Company in the event that the enhanced Severance Benefits are payable in connection with a Change in Control pursuant to the third sentence of the first paragraph of this Section 5) (the “Termination Benefit”). Notwithstanding the Severance Benefit payment schedule described above, if necessary to comply with Section 409A of the Code, during the first six months after your termination, your Severance Benefits will accrue and become payable in a lump sum payment on the second day of the seventh month after termination.
Appears in 2 contracts
Samples: Letter Agreement (Wj Communications Inc), Confidential Treatment (Wj Communications Inc)
Termination and Severance. The Employment Period shall terminate on the first to occur of (i) thirty ninety (3090) days following written notice by you to the Company of your resignation without Good Reason Reason, (it being understood that you will continue to perform your services hereunder during such thirty ninety (3090) day period if requested, but the Company may terminate your services sooner if it so electsperiod), (ii) thirty (30) days following written notice by you to the Company of your resignation with Good Xxxx Reason during the Employment Period or following a Change in Control (it being understood that you will continue to perform your services hereunder during such thirty (30) day period provided that the Company does not elect to terminate your employment sooner if it so electsperiod), (iii) your death or Disability, (iv) a vote of the Board of the Company ALEC directing such termination for Cause, (v) a vote of the Board of the Company ALEC directing such termination without Cause, or (vi) the third (3rd) second anniversary of the Effective Date (the “"Scheduled Expiration Date”"); provided, however, that if termination of employment has not been effected on or before the Scheduled Expiration Date shall be automatically extended for successive one-year periods unless, at least ninety (90) days prior to the then-current Scheduled Expiration Date, either the Company or you employment shall give written notice to the other of an intention not to extend the Employment thereafter continue at will ("At-will Period"). In the event of termination of the Employment Period pursuant to clause (ii) or (v) above, the Company shall pay concurrently with such termination make a lump-sum payment to you an amount equal to the sum of (x) one times your Annual Base Salary as plus (y) in effect immediately prior the event such termination occurs on or after December 31, 1999, one times your most recent annual bonus payment, if any, paid pursuant to the termination paragraph 2 hereof. In addition, you shall be entitled to reimbursement of the Employment Period, such amount to be paid periodically in accordance with the Company’s regular payroll practices over cost of continuing your health insurance coverage under COBRA for the twelve (12) month period immediately following such termination (the “Severance Benefit”). Not withstanding the preceding sentence, the Severance Benefit shall be computed as an amount equal to one hundred fifty percent (150%) of your Annual Base Salary as in effect immediately prior to the termination of the Employment Period and shall be paid periodically in accordance with the Company’s regular payroll practices over the twelve (12) month period immediately following such termination solely in a circumstance in which there has occurred a Change in Control (as defined in the Option Agreement) within three (3) months prior to any termination by you for Good Reason or by the Company without Cause. Notwithstanding anything in this Agreement to the contrary, in the event that payment of the Severance Benefit, either alone or together with other payments (or the value of other benefits) which you have the right to receive from the Company in connection with a Change in Control, would not be deductible (in whole or in part) by the Company as a result of the Severance Benefit or other payments or benefits constituting a “parachute payment” within the meaning of Section 280G of the Internal Revenue Code of 1986, as amended (the “Code”), the Severance Benefit (or, at your election, such other payments and/or benefits, or a combination of such other payments and/or benefit and/or the Severance Benefit) shall be reduced to the largest amount as will result in no portion of the Severance Benefit (or such other payments and/or benefits) not being fully deductible by the Company as a result of Section 280G of the Code. The determination of the amount of any such required reduction pursuant to the foregoing provision, and the valuation of any non-cash benefits for purposes of such determination, shall be made exclusively by the firm that was acting as the Company’s auditors prior to the Change in Control (whose fees and expenses shall be borne by the Company, and such determination shall be conclusive and binding)termination. Except as otherwise set forth in this Section 5 paragraph 4 or pursuant to the terms of employee benefit plans in which you participate pursuant to Section 4paragraph 3, you shall not be entitled to any compensation or other payment from the Company in connection with the termination of your employment hereunder. In addition However, in the event you elect to resign effective as of the Severance BenefitScheduled Expiration Date, under circumstances after having given not less than thirty (30) days written notice, or, if after you successfully meet the Implementation Timelines set forth in which the Severance Benefit is payableSchedule A you resign upon ninety (90) days written notice, you shall also remain eligible to receive group six (6) months of your Annual Base Salary, as well as reimbursement for the cost of continuing your health insurance benefits coverage under COBRA for such period, in a lump sum within thirty (30) days after your termination from employment. If you elect to relocate to the Company’s benefit plans for one year following the termination of your employment with the Company so long as such benefit plans permit such continued participation (or for three years following the termination of your employment with the Company in the event that the enhanced Severance Benefits are payable lower 48 states in connection with such voluntary resignation, or following a Change in Control termination of employment pursuant to clause (ii) or (v), the third sentence Company will also provide for relocation of personal and household goods, subject to applicable limits set forth in the first paragraph of this Section 5) (Company's relocation policy, and travel for you and your household to your new residence in the “Termination Benefit”)lower 48 states.
Appears in 1 contract
Termination and Severance. The Employment Period shall terminate on the first to occur of (i) thirty ninety (3090) days following written notice by you to the Company of your resignation without Good Reason Reason, (it being understood that you will continue to perform your services hereunder during such thirty ninety (3090) day period if requested, but the Company may terminate your services sooner if it so electsperiod), (ii) thirty (30) days following written notice by you to the Company of your resignation with Good Reason during the Employment Period or following a Change in Control (it being understood that you will continue to perform your services hereunder during such thirty (30) day period provided that the Company does not elect to terminate your employment sooner if it so electsperiod), (iii) your death or Disability, (iv) a vote of the Board of Holdings or the Company Subsidiary directing such termination for Cause, (v) a vote of the Board of Holdings or the Company Subsidiary directing such termination without Cause, or (vi) the third (3rd) anniversary of or the Effective Date (the “"Scheduled Expiration Date”"); provided, however, that the Scheduled Expiration Date shall be automatically extended for successive one-year periods unless, at least ninety (90) days prior to the then-current Scheduled Expiration Date, either the Company or you shall give written notice to the other of an intention not to extend the Employment Period. In the event of termination of the Employment Period pursuant to clause (ii) or (v) above, the Company shall pay concurrently with such termination make a lump-sum payment to you an amount equal to the sum of (x) one times your Annual Base Salary as in effect immediately prior plus (y) one times your most recent annual bonus payment paid pursuant to paragraph 2 hereof, and, notwithstanding anything to the termination contrary in the Holdings' 1999 Stock Incentive Plan or any other plan or agreement pursuant to which you have been granted options to purchase shares of Holdings common stock, upon such termination, such number of then-unvested options shall vest as are necessary to vest at least one-third of all options granted to you on or following the Effective Date. In addition, you shall be entitled to reimbursement of the Employment Period, such amount to be paid periodically in accordance with the Company’s regular payroll practices over cost of continuing your health insurance coverage under COBRA for the twelve (12) month period immediately following such termination (the “Severance Benefit”). Not withstanding the preceding sentence, the Severance Benefit shall be computed as an amount equal to one hundred fifty percent (150%) of your Annual Base Salary as in effect immediately prior to the termination of the Employment Period and shall be paid periodically in accordance with the Company’s regular payroll practices over the twelve (12) month period immediately following such termination solely in a circumstance in which there has occurred a Change in Control (as defined in the Option Agreement) within three (3) months prior to any termination by you for Good Reason or by the Company without Cause. Notwithstanding anything in this Agreement to the contrary, in the event that payment of the Severance Benefit, either alone or together with other payments (or the value of other benefits) which you have the right to receive from the Company in connection with a Change in Control, would not be deductible (in whole or in part) by the Company as a result of the Severance Benefit or other payments or benefits constituting a “parachute payment” within the meaning of Section 280G of the Internal Revenue Code of 1986, as amended (the “Code”), the Severance Benefit (or, at your election, such other payments and/or benefits, or a combination of such other payments and/or benefit and/or the Severance Benefit) shall be reduced to the largest amount as will result in no portion of the Severance Benefit (or such other payments and/or benefits) not being fully deductible by the Company as a result of Section 280G of the Code. The determination of the amount of any such required reduction pursuant to the foregoing provision, and the valuation of any non-cash benefits for purposes of such determination, shall be made exclusively by the firm that was acting as the Company’s auditors prior to the Change in Control (whose fees and expenses shall be borne by the Company, and such determination shall be conclusive and binding)termination. Except as otherwise set forth in this Section 5 paragraph 4 or pursuant to the terms of employee benefit plans in which you participate pursuant to Section 4paragraph 3, you shall not be entitled to any compensation or other payment from the Company in connection with the termination of your employment hereunder. In addition to the Severance Benefit; however, under circumstances in which the Severance Benefit is payable, you shall also remain eligible to receive group health insurance benefits under the Company’s benefit plans for one year following the termination of your employment with the Company so long as such benefit plans permit such continued participation (or for three years following the termination of your employment with the Company in the event that the enhanced Severance Benefits are payable in connection with a Change in Control Company shall give you notice of its intention not to extend the Employment Period, you shall receive twelve (12) months of your Annual Base Salary plus one times your most recent annual bonus payment paid pursuant to paragraph 2 hereof, as well as reimbursement for the third sentence cost of continuing your health insurance coverage under COBRA for such period, in a lump sum within thirty (30) days of the first paragraph expiration of this Section 5) (the “Termination Benefit”)then Employment Period.
Appears in 1 contract
Termination and Severance. The Employment Period shall terminate on the first to occur of (i) thirty (30) days following written notice by you to the Company of your resignation without Good Reason (it being understood that you will continue to perform your services hereunder during such thirty (30) day period if requested, but the Company may terminate your services sooner if it so elects), (ii) thirty (30) days following written notice by you to the Company of your resignation with Good Reason (it being understood that you will continue to perform your services hereunder during such thirty (30) day period provided that the Company does not elect to terminate your employment sooner if it so elects), (iii) your death or DisabilityDisability (as defined below), (iv) a vote of the Board of the Company directing such termination for Cause, (v) a vote of the Board of the Company directing such termination without Cause, or (vi) the third (3rd) anniversary of the Effective Date (the “Scheduled Expiration Date”); provided, however, that the Scheduled Expiration Date shall be automatically extended for successive one-year periods unless, at least ninety (90) days prior to the then-current Scheduled Expiration Date, either the Company or you shall give written notice to the other of an intention not to extend the Employment Period. In the event of termination of the Employment Period pursuant to clause (ii) or (v) above, the Company shall pay to you an amount equal to your Annual Base Salary as in effect immediately prior to the termination of the Employment Period, such amount to be paid periodically in accordance with the Company’s regular payroll practices over the twelve (12) month period immediately following such termination (the “Severance Benefit”). Not withstanding Notwithstanding the preceding sentence, the Severance Benefit shall be computed as an amount equal to one hundred fifty percent (150%) of your Annual Base Salary as in effect immediately prior to the termination of the Employment Period and shall be paid periodically in accordance with the Company’s regular payroll practices over the twelve (12) month period immediately following such termination solely in a circumstance in which there has occurred a Change in Control (as defined in the Option Agreement) within three six (36) months prior to any termination by you for Good Reason or by the Company without Cause. Notwithstanding anything in this Agreement to the contrary, in the event that payment of the Severance Benefit, either alone or together with other payments (or the value of other benefits) which you have the right to receive from the Company in connection with a Change in Control, would not be deductible (in whole or in part) by the Company as a result of the Severance Benefit or other payments or benefits constituting a “parachute payment” within the meaning of Section 280G of the Internal Revenue Code of 1986, as amended (the “Code”), the Severance Benefit (or, at your election, such other payments and/or benefits, or a combination of such other payments and/or benefit and/or the Severance Benefit) shall be reduced to the largest amount as will result in no portion of the Severance Benefit (or such other payments and/or benefits) not being fully deductible by the Company as a result of Section 280G of the Code. The determination of the amount of any such required reduction pursuant to the foregoing provision, and the valuation of any non-cash benefits for purposes of such determination, shall be made exclusively by the firm that was acting as the Company’s auditors prior to the Change in Control (whose fees and expenses shall be borne by the Company, and such determination shall be conclusive and binding). Except as otherwise set forth in this Section 5 or pursuant to the terms of employee benefit plans in which you participate pursuant to Section 4, you shall not be entitled to any compensation or other payment from the Company in connection with the termination of your employment hereunder. In addition to the Severance Benefit, under circumstances in which the Severance Benefit is payable, you shall also remain eligible to receive group health insurance benefits under the Company’s benefit plans for one year following the termination of your employment with the Company so long as such benefit plans permit such continued participation (or for three years following the termination of your employment with the Company in the event that the enhanced Severance Benefits are payable in connection with a Change in Control pursuant to the third sentence of the first paragraph of this Section 5) (the “Termination Benefit”). Notwithstanding the Severance Benefit payment schedule described above, if necessary to comply with Section 409A of the Code, during the first six months after your termination, your Serverance Benefits will accrue and become payable in a lump sum payment on the second day of the seventh month after termination.
Appears in 1 contract
Termination and Severance. The Employment Period shall terminate on the first to occur of (i) thirty ninety (3090) days following written notice by you to the Company of your resignation without Good Reason (it being understood that you will continue to perform your services hereunder during such thirty ninety (3090) day period if requestedrequexxxx, but the Company may terminate your services sooner if it so elects), (ii) thirty (30) days following written notice by you to the Company of your resignation with Good Reason (it being understood that you will continue to perform your services hereunder during such thirty (30) day period provided that the Company does not elect to terminate your employment sooner if it so elects), (iii) your death or Disability, (iv) a vote of the Board of the Company directing such termination for Cause, (v) a vote of the Board of the Company directing such termination without Cause, or (vi) the third (3rd) anniversary of the Effective Date (the “Scheduled Expiration Date”); provided, however, that the Scheduled Expiration Date shall be automatically extended for successive one-year periods unless, at least ninety (90) days prior to the then-current Scheduled Expiration Date, either the Company or you shall give written notice to the other of an intention not to extend the Employment Period. In the event of termination of the Employment Period pursuant to clause (ii) or (v) above, the Company shall pay to you an amount equal to your Annual Base Salary as in effect immediately prior to the termination of the Employment Period, such amount to be paid periodically in accordance with the Company’s regular payroll practices over the twelve (12) month period immediately following such termination (the “Severance Benefit”). Not withstanding the preceding sentence, the Severance Benefit shall be computed as an amount equal to one hundred fifty percent (150%) of your Annual Base Salary as in effect immediately prior to the termination of the Employment Period and shall be paid periodically in accordance with the Company’s regular payroll practices over the twelve (12) month period immediately following such termination solely in a circumstance in which there has occurred a Change in Control (as defined in the Option Agreement) within three (3) months prior to any termination by you for Good Reason or by the Company without Cause. Notwithstanding anything in this Agreement to the contrary, in the event that payment of the Severance Benefit, either alone or together with other payments (or the value of other benefits) which you have the right to receive from the Company in connection with a Change in Control, would not be deductible (in whole or in part) by the Company as a result of the Severance Benefit or other payments or benefits constituting a “parachute payment” within the meaning of Section 280G of the Internal Revenue Code of 1986, as amended (the “Code”), the Severance Benefit (or, at your election, such other payments and/or benefits, or a combination of such other payments and/or benefit and/or the Severance Benefit) shall be reduced to the largest amount as will result in no portion of the Severance Benefit (or such other payments and/or benefits) not being fully deductible by the Company as a result of Section 280G of the Code. The determination of the amount of any such required reduction pursuant to the foregoing provision, and the valuation of any non-cash benefits for purposes of such determination, shall be made exclusively by the firm that was acting as the Company’s auditors prior to the Change in Control (whose fees and expenses shall be borne by the Company, and such determination shall be conclusive and binding). Except as otherwise set forth in this Section 5 or pursuant to the terms of employee benefit plans in which you participate pursuant to Section 4, you shall not be entitled to any compensation or other payment from the Company in connection with the termination of your employment hereunder. In addition to the Severance Benefit, under circumstances in which the Severance Benefit is payable, you shall also remain eligible to receive group health insurance benefits under the Company’s benefit plans for one year following the termination of your employment with the Company so long as such benefit plans permit such continued participation (or for three years following the termination of your employment with the Company in the event that the enhanced Severance Benefits are payable in connection with a Change in Control pursuant to the third sentence of the first paragraph of this Section 5) (the “Termination Benefit”).
Appears in 1 contract
Termination and Severance. The Employment Period shall terminate on the first to occur of (i) thirty ninety (3090) days following written notice by you to the Company of your resignation without Good Reason Reason, (it being understood that you will continue to perform your services hereunder during such thirty ninety (3090) day period if requested, but the Company may terminate your services sooner if it so electsperiod), (ii) thirty (30) days following written notice by you to the Company of your resignation with Good Reason (it being understood that you will continue to perform your services hereunder during such thirty (30) day period provided that the Company does not elect to terminate your employment sooner if it so electsperiod), (iii) your death or Disability, (iv) a vote of the Board of the Company directing such termination for Cause, (v) a vote of the Board of the Company directing such termination without Cause, or (vi) the third (3rd) anniversary of the Effective Date (the “Scheduled Expiration Date”"SCHEDULED EXPIRATION DATE"); provided, however, that the Scheduled Expiration Date shall be automatically extended for successive one-year periods unless, at least ninety (90) days prior to the then-current Scheduled Expiration Date, either the Company or you shall give written notice to the other of an intention not to extend the Employment Period. In the event of termination of the Employment Period pursuant to clause (ii) or (v) above, or in the event that the Company elects not to extend the Employment Period upon the expiration thereof, the Company shall pay to you an amount equal to one hundred fifty percent (150%) of your Annual Base Salary as in effect immediately prior to the termination of the Employment Period, such amount to be paid periodically in accordance with the Company’s 's regular payroll practices over the twelve eighteen (1218) month period immediately following such termination (the “Severance Benefit”"SEVERANCE BENEFIT"). Not withstanding Notwithstanding the preceding sentence, the Severance Benefit shall be computed as an amount equal to one two hundred fifty ninety-nine percent (150299%) of your Annual Base Salary as in effect immediately prior to the termination of the Employment Period and shall be paid periodically in accordance with the Company’s 's regular payroll practices over the twelve thirty-six (1236) month period immediately following such termination solely termination, SOLELY in a circumstance in which there has occurred a Change in of Control (as defined in the Option AgreementShareholders Agreement among the Company and its shareholders dated as of even date herewith (the "SHAREHOLDERS AGREEMENT")) within three (3) months prior to any termination by you for Good Reason or by the Company without Causesuch termination. Notwithstanding anything in this Agreement to the contrary, in the event that payment of the Severance Benefit, either alone or together with other payments (or the value of other benefits) which you have the right to receive from the Company in connection with a Change in Controlchange of control, would not be deductible (in whole or in part) by the Company as a result of the Severance Benefit or other payments or benefits constituting a “"parachute payment” " within the meaning of Section 280G of the Internal Revenue Code of 1986, as amended (the “Code”"CODE"), the Severance Benefit (or, at your election, such other payments and/or benefits, or a combination of such other payments and/or benefit benefits and/or the Severance Benefit) shall be reduced to the largest amount as will result in no portion of the Severance Benefit (or such other payments and/or benefits) not being fully deductible by the Company as a result of Section 280G of the Code. The determination of the amount of any such required reduction pursuant to the foregoing provision, and the valuation of any non-cash benefits for purposes of such determination, shall be made exclusively by the firm that was acting as the Company’s 's auditors prior to the Change change in Control control (whose fees and expenses shall be borne by the Company, and such determination shall be conclusive and binding). Except as otherwise set forth in this Section 5 paragraph 4 or pursuant to the terms of employee benefit plans in which you participate pursuant to Section 4paragraph 3, you shall not be entitled to any compensation or other payment from the Company in connection with the termination of your employment hereunder. In addition to the Severance Benefit, under circumstances in which the Severance Benefit is payable, you shall also remain eligible to receive group health insurance benefits under the Company’s 's benefit plans for one year (or, in the event that the enhanced Severance Benefit is payable in connection with a Change of Control, three years) following the termination of your employment with the Company so long as such Company. In the case of benefit plans that do not permit such continued participation (or for three years following the termination of your employment with participation, in lieu thereof you shall be entitled to receive a cash payment from the Company in sufficient to enable you to purchase comparable benefits for the event that the enhanced Severance Benefits are payable in connection with a Change in Control pursuant to the third sentence of the first paragraph of this Section 5) (the “Termination Benefit”)applicable period.
Appears in 1 contract
Termination and Severance. The Employment Period shall terminate on the first to occur of (i) thirty ninety (3090) days following written notice by you to the Company of your resignation without Good Reason Reason, (it being understood that you will continue to perform your services hereunder during such thirty ninety (3090) day period if requested, but the Company may terminate your services sooner if it so electsperiod), (ii) thirty (30) days following written notice by you to the Company of your resignation with Good Reason (it being understood that you will continue to perform your services hereunder during such thirty (30) day period provided that the Company does not elect to terminate your employment sooner if it so electsperiod), (iii) your death or Disability, (iv) a vote of the Board of the Company directing such termination for Cause, (v) a vote of the Board of the Company directing such termination without Cause, or (vi) the third (3rd) anniversary of the Effective Date (the “Scheduled Expiration Date”); provided, however, that the Scheduled Expiration Date shall be automatically extended for successive one-one- year periods unless, at least ninety (90) days prior to the then-current Scheduled Expiration Date, either the Company or you shall give written notice to the other of an intention not to extend the Employment Period. In the event of termination of the Employment Period pursuant to clause (ii) or (v) above, the Company shall pay to you an amount equal to your Annual Base Salary as in effect immediately prior to the termination of the Employment Period, such amount to be paid periodically in accordance with the Company’s regular payroll practices over the twelve (12) month period immediately following such termination (the “Severance Benefit”). Not withstanding Notwithstanding the preceding sentence, the Severance Benefit shall be computed as an amount equal to one hundred fifty percent (150%) of your Annual Base Salary as in effect immediately prior to the termination of the Employment Period and shall be paid periodically in accordance with the Company’s regular payroll practices over the twelve (12) month period immediately following such termination termination, solely in a circumstance in which there has occurred a Change in of Control (as defined in the Option AgreementAgreement between the parties) within three (3) months prior to any termination by you for Good Reason or by the Company without Causesuch termination. Notwithstanding anything in this Agreement to the contrary, in the event that payment of the Severance Benefit, either alone or together with other payments (or the value of other benefits) which you have the right to receive from the Company in connection with a Change in Controlchange of control, would not be deductible (in whole or in part) by the Company as a result of the Severance Benefit or other payments or benefits constituting a “parachute payment” within the meaning of Section 280G of the Internal Revenue Code of 1986, as amended (the “Code”), the Severance Benefit (or, at your election, such other payments and/or benefits, or a combination of such other payments and/or benefit benefits and/or the Severance Benefit) shall be reduced to the largest amount as will result in no portion of the Severance Benefit (or such other payments and/or benefits) not being fully deductible by the Company as a result of Section 280G of the Code. The determination of the amount of any such required reduction pursuant to the foregoing provision, and the valuation of any non-cash benefits for purposes of such determination, shall be made exclusively by the firm that was acting as the Company’s auditors prior to the Change change in Control control (whose fees and expenses shall be borne by the Company, and such determination shall be conclusive and binding). Except as otherwise set forth in this Section 5 4 or pursuant to the terms of employee benefit plans in which you participate pursuant to Section 43, you shall not be entitled to any compensation or other payment from the Company in connection with the termination or expiration of your employment hereunder. In addition to the Severance Benefit, under circumstances in which the Severance Benefit is payable, you shall also remain eligible to receive group health insurance benefits under the Company’s benefit plans for one year following the termination of your employment with the Company so long as such Company. In the case of benefit plans that do not permit such continued participation (or for three years following the termination of your employment with participation, in lieu thereof you shall be entitled to receive a cash payment from the Company in sufficient to enable you to purchase comparable benefits for the event that the enhanced Severance Benefits are payable in connection with a Change in Control pursuant to the third sentence of the first paragraph of this Section 5) (the “Termination Benefit”)applicable period.
Appears in 1 contract
Termination and Severance. The Employment Period shall terminate on the first to occur of (i) thirty (30) days following written notice by you to the Company of your resignation without Good Reason (it being understood that you will continue to perform your services hereunder during such thirty (30) day This position is for no set period if requested, but the Company may terminate your services sooner if it so elects), (ii) thirty (30) days following written notice by you to the Company of your resignation with Good Reason (it being understood that you will continue to perform your services hereunder during such thirty (30) day period provided that the Company does not elect to terminate your employment sooner if it so elects), (iii) your death or Disability, (iv) a vote of the Board of the Company directing such termination for Cause, (v) a vote of the Board of the Company directing such termination without Cause, or (vi) the third (3rd) anniversary of the Effective Date (the “Scheduled Expiration Date”); provided, however, that the Scheduled Expiration Date shall be automatically extended for successive one-year periods unless, at least ninety (90) days prior to the then-current Scheduled Expiration Date, either the Company or you shall give written notice to the other of an intention not to extend the Employment Period. In the event of termination of the Employment Period pursuant to clause (ii) or (v) above, the Company shall pay to you an amount equal to your Annual Base Salary term and just as in effect immediately prior to the termination of the Employment Period, such amount to be paid periodically in accordance with the Company’s regular payroll practices over the twelve (12) month period immediately following such termination (the “Severance Benefit”). Not withstanding the preceding sentence, the Severance Benefit shall be computed as an amount equal to one hundred fifty percent (150%) of your Annual Base Salary as in effect immediately prior to the termination of the Employment Period and shall be paid periodically in accordance with the Company’s regular payroll practices over the twelve (12) month period immediately following such termination solely in a circumstance in which there has occurred a Change in Control (as defined in the Option Agreement) within three (3) months prior to any termination by you for Good Reason or by the Company without Cause. Notwithstanding anything in this Agreement to the contrary, in the event that payment of the Severance Benefit, either alone or together with other payments (or the value of other benefits) which you have the right to receive from resign your position at any time, for any reason, QRS reserves the right to terminate your employment at any time, with or without good cause, with or without advance notice. If the Company terminates your employment without cause under circumstances not entitling you to severance and accelerated vesting under “Change of Control” below, you will become entitled to severance pay equal in connection with a Change the aggregate to your total annual targeted compensation at the level in Control, would not be deductible (in whole or in part) by effect at the Company as a result time of the Severance Benefit or other payments or benefits constituting a “parachute payment” within the meaning of Section 280G of the Internal Revenue Code of 1986, as amended (the “Code”), the Severance Benefit (or, at your election, such other payments and/or benefits, or a combination of such other payments and/or benefit and/or the Severance Benefit) shall be reduced to the largest amount as termination. Such severance pay will result in no portion of the Severance Benefit (or such other payments and/or benefits) not being fully deductible by the Company as a result of Section 280G of the Code. The determination of the amount of any such required reduction pursuant to the foregoing provision, and the valuation of any non-cash benefits for purposes of such determination, shall be made exclusively by the firm that was acting as the Company’s auditors prior to the Change in Control (whose fees and expenses shall be borne by the Company, and such determination shall be conclusive and binding). Except as otherwise set forth in this Section 5 or pursuant to the terms of employee benefit plans in which you participate pursuant to Section 4, you shall not be entitled to any compensation or other payment from the Company in connection four equal installments with the termination of your employment hereunder. In addition to the Severance Benefit, under circumstances in which the Severance Benefit is payable, you shall also remain eligible to receive group health insurance benefits under the Company’s benefit plans for one year first payment occurring within ten days following the termination of your employment with and the remaining three payments to be made three, six and nine months following the date that the Company so long as terminates your employment. In addition, you shall be entitled to receive at the time of your termination the pro-rata amount (based upon the length of your employment during the fiscal year) of your annual target incentive compensation calculated at 100% of your target incentive for the period of your service during the fiscal year. All such benefit plans permit payments will be subject to applicable deductions and withholding taxes. The Company will also make COBRA payments on your behalf for 12 months following your termination. You shall receive no severance benefits under this paragraph if the Company terminates your employment for cause or you voluntarily resign your position. As a condition of receiving the severance benefits set forth in this paragraph, the Company may require you to sign a written release in a form acceptable to the Company of any known and unknown claims by you against the Company arising out of your employment, excluding any claims for indemnification against claims made by third parties, in which case no payment will be made to you under this paragraph until you have executed such continued participation (or release and any time period during which you may revoke such release has lapsed. For purposes of this agreement, termination “for three years following cause” shall mean the Company’s termination of your employment for any of the following reasons: (1) your failure to perform in a diligent or competent fashion consistent with your position as CEO, President or member of the Board of Directors the material duties of your job after a written demand for such performance is delivered to you by the Company that identifies the manner in which you have not substantially performed those duties and that provides a reasonable period for you to cure those deficiencies; (2) a material breach by you of your obligations under any confidential or proprietary information agreements with the Company in the event that the enhanced Severance Benefits are payable in connection with or of any of your fiduciary or legal obligations as a Change in Control pursuant to the third sentence director or officer of the first paragraph of this Section Company, (3) your failure to follow in a material respect Company policies or directives applicable to your position, (4) any willful misconduct on your part or (5) (any unauthorized activity on your part that creates a material conflict of interest between you and the “Termination Benefit”)Company after you have been provided a reasonable opportunity to refrain from that activity.
Appears in 1 contract
Samples: QRS Corp
Termination and Severance. The Employment Period shall terminate on the first to occur of (i) thirty ninety (3090) days following written notice by you to the Company of your resignation without Good Reason (it being understood that you will continue to perform your services hereunder during such thirty ninety (3090) day period if requested, but the Company may terminate your services sooner if it so elects, without any severance obligations hereunder), (ii) thirty (30) days following written notice by you to the Company of your resignation with Good Reason (it being understood that you will continue to perform your services hereunder during such thirty (30) day period provided that the Company does not elect to terminate your employment sooner if it so elects), (iii) your death or Disability, (iv) a vote of the Board of the Company directing such termination for Cause, (v) a vote of the Board of the Company directing such termination without Cause, or (vi) the third (3rd) anniversary of the Effective Date (the “Scheduled Expiration Date”); provided, however, that the Scheduled Expiration Date shall be automatically extended for successive one-year periods unless, at least ninety (90) days prior to the then-current Scheduled Expiration Date, either the Company or you shall give written notice to the other of an intention not to extend the Employment Period. In the event of termination of the Employment Period pursuant to clause (ii) or (v) above, the Company shall pay to you an amount equal to your Annual Base Salary as in effect immediately prior to the termination of the Employment Period, such amount to be paid periodically in accordance with the Company’s regular payroll practices over the twelve (12) month period immediately following such termination (the “Severance Benefit”). Not withstanding the preceding sentence, the Severance Benefit shall be computed as an amount equal to one hundred fifty percent (150%) of your Annual Base Salary as in effect immediately prior to the termination of the Employment Period, such amount to be paid within sixty (60) days of the date of such termination (the “Severance Benefit”). Notwithstanding the preceding sentence, the Severance Benefit shall be computed as an amount equal to two hundred ninety-nine percent (299%) of your Annual Base Salary as in effect immediately prior to the termination of the Employment Period and shall be paid periodically in accordance with within sixty (60) days of the Company’s regular payroll practices over the twelve (12) month period immediately following date of such termination solely in a circumstance in which there has occurred a Change in Control (as defined in the Executive Time Vesting Stock Option Agreement) within three (3) months prior to any termination by you for Good Reason or by the Company without Cause. Notwithstanding anything in this Agreement to the contrary, in the event that payment of the Severance Benefit, either alone or together with other payments (or the value of other benefits) which you have the right to receive from the Company in connection with a Change in Control, would not be deductible (in whole or in part) by the Company as a result of the Severance Benefit or other payments or benefits constituting a “parachute payment” within the meaning of Section 280G of the Internal Revenue Code of 1986, as amended (the “Code”), the Severance Benefit (or, at your election, such other payments and/or benefits, or a combination of such other payments and/or benefit and/or the Severance Benefit) shall be reduced to the largest amount as will result in no portion of the Severance Benefit (or such other payments and/or benefits) not being fully deductible by the Company as a result of Section 280G of the Code. The determination of the amount of any such required reduced reduction pursuant to the foregoing provision, and the valuation of any non-cash benefits for purposes of such determination, shall be made exclusively by the firm that was acting as the Company’s auditors prior to the Change in Control (whose fees and expenses shall be borne by the Company, and such determination shall be conclusive and binding). Except as otherwise set forth in this Section paragraph 5 or pursuant to the terms of employee benefit plans in which you participate pursuant to Section paragraph 4, you shall not be entitled to any compensation or other payment from the Company in connection with the termination of your employment hereunder. In addition to the Severance Benefit, under circumstances in which the Severance Benefit is payable, you shall also remain eligible to receive group health insurance benefits under the Company’s benefit plans for one year following the termination of your employment with the Company so long as such benefit plans permit such continued participation (or for three years following the termination of your employment with the Company in the event that the enhanced Severance Benefits are payable in connection with a Change in Control pursuant to the third sentence of the first paragraph of this Section 5) (the “Termination Benefit”).
Appears in 1 contract
Termination and Severance. The Employment Period shall terminate on the first to occur of (i) thirty ninety (3090) days following written notice by you to the Company of your resignation without Good Reason (it being understood that you will continue to perform your services hereunder during such thirty ninety (3090) day period if requested, but the Company may terminate your services sooner if it so elects), (ii) thirty (30) days following written notice by you to the Company of your resignation with Good Reason (it being understood that you will continue to perform your services hereunder during such thirty (30) day period provided that the Company does not elect to terminate your employment sooner if it so elects), (iii) your death or Disability, (iv) a vote of the Board of the Company directing such termination for Cause, (v) a vote of the Board of the Company directing such termination without Cause, or (vi) the third (3rd) anniversary of the Effective Date (the “Scheduled Expiration Date”); provided, however, that the Scheduled Expiration Date shall be automatically extended for successive one-year periods unless, at least ninety (90) days prior to the then-current Scheduled Expiration Date, either the Company or you shall give written notice to the other of an intention not to extend the Employment Period. In the event of termination of the Employment Period pursuant to clause (ii) or (v) above, the Company shall pay to you an amount equal to your Annual Base Salary as in effect immediately prior to the termination of the Employment Period, such amount to be paid periodically in accordance with the Company’s regular payroll practices over the twelve (12) month period immediately following such termination (the “Severance Benefit”). Not withstanding the preceding sentence, the Severance Benefit shall be computed as an amount equal to one hundred fifty percent (150%) of your Annual Base Salary as in effect immediately prior to the termination of the Employment Period, such amount to be paid within sixty (60) days of the date of such termination (the “Severance Benefit”). Notwithstanding the preceding sentence, the Severance Benefit shall be computed as an amount equal to two hundred ninety-nine percent (299%) of your Annual Base Salary as in effect immediately prior to the termination of the Employment Period and shall be paid periodically in accordance with within sixty (60) days of the Company’s regular payroll practices over the twelve (12) month period immediately following date of such termination solely in a circumstance in which there has occurred a Change in Control (as defined in the Executive Time Vesting Stock Option Agreement) within three (3) months prior to any termination by you for Good Reason or by the Company without Causecause. Notwithstanding anything in this Agreement to the contrary, in the event that payment of the Severance Benefit, either alone or together with other payments (or the value of other benefits) which you have the right to receive from the Company in connection with a Change in Control, would not be deductible (in whole or in part) by the Company as a result of the Severance Benefit or other payments or benefits constituting a “parachute payment” within the meaning of Section 280G of the Internal Revenue Code of 1986, as amended (the “Code”), the Severance Benefit (or, at your election, such other payments and/or benefits, or a combination of such other payments and/or benefit and/or the Severance Benefit) shall be reduced to the largest amount as will result in no portion of the Severance Benefit (or such other payments and/or benefits) not being fully deductible by the Company as a result of Section 280G of the Code. The determination of the amount of any such required reduced reduction pursuant to the foregoing provision, and the valuation of any non-cash benefits for purposes of such determination, shall be made exclusively by the firm that was acting as the Company’s auditors prior to the Change in Control (whose fees and expenses shall be borne by the Company, and such determination shall be conclusive and binding). Except as otherwise set forth in this Section paragraph 5 or pursuant to the terms of employee benefit plans in which you participate pursuant to Section paragraph 4, you shall not be entitled to any compensation or other payment from the Company in connection with the termination of your employment hereunder. In addition to the Severance Benefit, under circumstances in which the Severance Benefit is payable, you shall also remain eligible to receive group health insurance benefits under the Company’s benefit plans for one year following the termination of your employment with the Company so long as such benefit plans permit such continued participation (or for three years following the termination of your employment with the Company in the event that the enhanced Severance Benefits are payable in connection with a Change in Control pursuant to the third sentence of the first paragraph of this Section 5) (the “Termination Benefit”).
Appears in 1 contract
Samples: Executive Time Vesting Stock Option Agreement (Wj Communications Inc)
Termination and Severance. The Employment Period shall terminate on the first to occur of (i) thirty ninety (3090) days following written notice by you to the Company of your resignation without Good Reason Reason, (it being understood that you will continue to perform your services hereunder during such thirty ninety (3090) day period if requested, but the Company may terminate your services sooner if it so electsperiod), (ii) thirty (30) days following written notice by you to the Company of your resignation with Good Reason during the Employment Period or following a Change in Control (it being understood that you will continue to perform your services hereunder during such thirty (30) day period provided that the Company does not elect to terminate your employment sooner if it so electsperiod), (iii) your death or Disability, (iv) a vote of the Board of Holdings or the Company Subsidiary directing such termination for Cause, (v) a vote of the Board of Holdings or the Company Subsidiary directing such termination without Cause, or (vi) the third (3rd) second anniversary of the Effective Date (the “"Scheduled Expiration Date”"); provided, however, that the Scheduled Expiration Date shall be automatically extended for successive one-year periods unless, at least ninety (90) days prior to the then-current Scheduled Expiration Date, either the Company or you shall give written notice to the other of an intention not to extend the Employment Period. In the event of termination of the Employment Period pursuant to clause (ii) or (v) above, the Company shall pay concurrently with such termination make a lump-sum payment to you an amount equal to the sum of (x) one times your Annual Base Salary as plus (y) in effect immediately prior the event such termination occurs on or after December 31, 1999, one times your most recent annual bonus payment paid pursuant to the termination paragraph 2 hereof. In addition, you shall be entitled to reimbursement of the Employment Period, such amount to be paid periodically in accordance with the Company’s regular payroll practices over cost of continuing your health insurance coverage under COBRA for the twelve (12) month period immediately following such termination (the “Severance Benefit”). Not withstanding the preceding sentence, the Severance Benefit shall be computed as an amount equal to one hundred fifty percent (150%) of your Annual Base Salary as in effect immediately prior to the termination of the Employment Period and shall be paid periodically in accordance with the Company’s regular payroll practices over the twelve (12) month period immediately following such termination solely in a circumstance in which there has occurred a Change in Control (as defined in the Option Agreement) within three (3) months prior to any termination by you for Good Reason or by the Company without Cause. Notwithstanding anything in this Agreement to the contrary, in the event that payment of the Severance Benefit, either alone or together with other payments (or the value of other benefits) which you have the right to receive from the Company in connection with a Change in Control, would not be deductible (in whole or in part) by the Company as a result of the Severance Benefit or other payments or benefits constituting a “parachute payment” within the meaning of Section 280G of the Internal Revenue Code of 1986, as amended (the “Code”), the Severance Benefit (or, at your election, such other payments and/or benefits, or a combination of such other payments and/or benefit and/or the Severance Benefit) shall be reduced to the largest amount as will result in no portion of the Severance Benefit (or such other payments and/or benefits) not being fully deductible by the Company as a result of Section 280G of the Code. The determination of the amount of any such required reduction pursuant to the foregoing provision, and the valuation of any non-cash benefits for purposes of such determination, shall be made exclusively by the firm that was acting as the Company’s auditors prior to the Change in Control (whose fees and expenses shall be borne by the Company, and such determination shall be conclusive and binding)termination. Except as otherwise set forth in this Section 5 paragraph 4 or pursuant to the terms of employee benefit plans in which you participate pursuant to Section 4paragraph 3, you shall not be entitled to any compensation or other payment from the Company in connection with the termination of your employment hereunder. In addition to the Severance Benefit; however, under circumstances in which the Severance Benefit is payable, you shall also remain eligible to receive group health insurance benefits under the Company’s benefit plans for one year following the termination of your employment with the Company so long as such benefit plans permit such continued participation (or for three years following the termination of your employment with the Company in the event that the enhanced Severance Benefits are payable Company shall give you notice of its intention not to extend the Employment Period, you shall receive twelve (12) months of your Annual Base Salary, as well as reimbursement for the cost of continuing your health insurance coverage under COBRA for such period, in connection with a Change in Control pursuant to the third sentence lump sum within thirty (30) days of the first paragraph expiration of this Section 5) (the “Termination Benefit”)then Employment Period.
Appears in 1 contract
Termination and Severance. The Employment Period shall terminate on In the first to occur of event your employment hereunder is terminated (i) thirty by the Company for Cause (30defined below) days following written notice or (ii) by you to the Company of your resignation without for any reason other than Good Reason (it being understood defined below), the Company shall have no further obligations to you except that you will continue be entitled to perform receive (x) any accrued but unpaid salary through your services termination date and (y) any expense reimbursements owed you through the date of termination. In the event your employment hereunder during such thirty is terminated (30i) day period if requested, but by the Company may terminate other than for Cause (including your services sooner if it so electsdeath or Disability (defined below)), (ii) thirty (30) days following written notice by you to the Company of your resignation with Good Reason (it being understood that you will continue to perform your services hereunder during such thirty (30) day period provided that the Company does not elect to terminate your employment sooner if it so elects), (iii) your death or Disability, (iv) a vote of the Board of the Company directing such termination for Cause, (v) a vote of the Board of the Company directing such termination without Cause, or (vi) the third (3rd) anniversary of the Effective Date (the “Scheduled Expiration Date”); provided, however, that the Scheduled Expiration Date shall be automatically extended for successive one-year periods unless, at least ninety (90) days prior to the then-current Scheduled Expiration Date, either the Company or you shall give written notice to the other of an intention not to extend the Employment Period. In the event of termination of the Employment Period pursuant to clause (ii) or (v) above, the Company shall pay to you an amount equal to your Annual Base Salary as in effect immediately prior to the termination of the Employment Period, such amount to be paid periodically in accordance with the Company’s regular payroll practices over the twelve (12) month period immediately following such termination (the “Severance Benefit”). Not withstanding the preceding sentence, the Severance Benefit shall be computed as an amount equal to one hundred fifty percent (150%) of your Annual Base Salary as in effect immediately prior to the termination of the Employment Period and shall be paid periodically in accordance with the Company’s regular payroll practices over the twelve (12) month period immediately following such termination solely in a circumstance in which there has occurred a Change in Control (as defined in the Option Agreement) within three (3) months prior to any termination by you for Good Reason or (iii) automatically as a result of the Company's providing notice to you that automatic extension of the Employment Period shall not occur, you will be entitled to receive severance compensation equal to two (2) times your Base Salary in effect on the termination date, payable in arrears, in twenty-four (24) equal monthly installments commencing at the end of the calendar month in which the termination date occurs; PROVIDED, HOWEVER, that (A) in the event your employment should be terminated by the Company without Cause. Notwithstanding anything other than for Cause (including your death or Disability) within six months following a Change of Control (defined below) or in this Agreement anticipation of a Change of Control, the severance compensation referred to above shall be paid in one lump sum on the contrarydate of such termination, and (B) in the event that payment of the Severance Benefit, either alone or together with other payments (or the value of other benefits) which you have the right to receive from the Company in connection with a Change in Control, would not your employment should be deductible (in whole or in part) terminated by the Company as a result of your Disability, then the Severance Benefit or other payments or benefits constituting a “parachute payment” within the meaning of Section 280G of the Internal Revenue Code of 1986, as amended (the “Code”), the Severance Benefit (or, at your election, such other payments and/or benefits, or a combination of such other payments and/or benefit and/or the Severance Benefit) severance compensation referred to above shall be reduced to the largest amount as will result in no portion of the Severance Benefit (or such other payments and/or benefits) not being fully deductible by the Company as a result of Section 280G of the Code. The determination of the amount of any disability insurance proceeds actually paid to you or for your benefit during the said time period. As used in this Agreement, the term "Cause" shall mean (i) the willful and continued failure by you to substantially perform your duties hereunder (other than any such required reduction pursuant willful or continued failure resulting from your incapacity due to physical or mental illness or physical injury), (ii) the foregoing provision, and the valuation of any non-cash benefits for purposes of such determination, shall be made exclusively willful engaging by the firm that was acting as the Company’s auditors prior you in misconduct which is materially injurious to the Change in Control (whose fees and expenses shall be borne by the Company, and such determination shall be conclusive and binding). Except as otherwise set forth in this Section 5 monetarily or pursuant to otherwise, (iii) your conviction of a felony by a court of competent jurisdiction, (iv) the terms material breach of employee benefit plans in which you participate pursuant to Section 4, you shall not be entitled to any compensation or other payment from the Company in connection with the termination of your employment hereunder. In addition to the Severance Benefit, under circumstances in which the Severance Benefit is payable, you shall also remain eligible to receive group health insurance benefits under the Company’s benefit plans for one year following the termination of your employment with the Company so long as such benefit plans permit such continued participation (or for three years following the termination of your employment with the Company in the event that the enhanced Severance Benefits are payable in connection with a Change in Control pursuant to the third sentence of the first paragraph of this Section 5) (the “Termination Benefit”).provisions hereof, or
Appears in 1 contract
Termination and Severance. The Employment Period shall terminate on the first to occur of (i) thirty sixty (3060) days following written notice by you to the Company of your resignation without Good Reason Reason, (it being understood that you will continue to perform your services hereunder during such thirty sixty (3060) day period if requested, but the Company may terminate your services sooner if it so electsperiod), (ii) thirty (30) days following written notice by you to the Company of your resignation with Good Reason during the Employment Period or following a Change in Control (it being understood that you will continue to perform your services hereunder during such thirty (30) day period provided that the Company does not elect to terminate your employment sooner if it so electsperiod), (iii) your death or Disability, (iv) a vote of the Board of the Company ACSHI directing such termination for Cause, (v) a vote of the Board of the Company ACSHI directing such termination without Cause, or (vi) the third (3rd) second anniversary of the Effective Date (the “"Scheduled Expiration Date”"); provided, however, that if termination of employment has not been effected on or before the Scheduled Expiration Date shall be automatically extended for successive one-year periods unless, at least ninety (90) days prior to the then-current Scheduled Expiration Date, either the Company or you employment thereafter shall give written notice to the other of an intention not to extend the Employment continue at will ("At-Will Period"). In the event of termination of the Employment Period pursuant to clause (ii) or (v) above, the Company shall pay concurrently with such termination make a lump-sum payment to you an amount equal to the sum of (x) one times your Annual Base Salary as plus (y) in effect immediately prior the event such termination occurs on or after December 31, 1999, one times the most recent annual bonus payment, if any, paid pursuant to the termination paragraph 2 hereof. In addition, you shall be entitled to reimbursement of the Employment Period, such amount to be paid periodically in accordance with the Company’s regular payroll practices over cost of continuing your health insurance coverage under COBRA for the twelve (12) month period immediately following such termination (the “Severance Benefit”). Not withstanding the preceding sentence, the Severance Benefit shall be computed as an amount equal to one hundred fifty percent (150%) of your Annual Base Salary as in effect immediately prior to the termination of the Employment Period and shall be paid periodically in accordance with the Company’s regular payroll practices over the twelve (12) month period immediately following such termination solely in a circumstance in which there has occurred a Change in Control (as defined in the Option Agreement) within three (3) months prior to any termination by you for Good Reason or by the Company without Cause. Notwithstanding anything in this Agreement to the contrary, in the event that payment of the Severance Benefit, either alone or together with other payments (or the value of other benefits) which you have the right to receive from the Company in connection with a Change in Control, would not be deductible (in whole or in part) by the Company as a result of the Severance Benefit or other payments or benefits constituting a “parachute payment” within the meaning of Section 280G of the Internal Revenue Code of 1986, as amended (the “Code”), the Severance Benefit (or, at your election, such other payments and/or benefits, or a combination of such other payments and/or benefit and/or the Severance Benefit) shall be reduced to the largest amount as will result in no portion of the Severance Benefit (or such other payments and/or benefits) not being fully deductible by the Company as a result of Section 280G of the Code. The determination of the amount of any such required reduction pursuant to the foregoing provision, and the valuation of any non-cash benefits for purposes of such determination, shall be made exclusively by the firm that was acting as the Company’s auditors prior to the Change in Control (whose fees and expenses shall be borne by the Company, and such determination shall be conclusive and binding)termination. Except as otherwise set forth in this Section 5 paragraph 4 or pursuant to the terms of employee benefit plans in which you participate pursuant to Section 4paragraph 3, you shall not be entitled to any compensation or other payment from the Company in connection with the termination of your employment hereunder. In addition However, in the event you elect to resign effective as of the Severance BenefitScheduled Expiration Date, under circumstances after having given not less than thirty (30) days written notice, or, if after you successfully meet the Implementation Timelines set forth in which the Severance Benefit is payableparagraph 2, you resign upon ninety (90) days written notice, you shall also remain eligible to receive group six (6) months of your Annual Base Salary; as well as reimbursement for the cost of continuing your health insurance benefits coverage under COBRA for such period, in a lump sum within thirty (30) days after your termination from employment. If you elect to relocate to the Company’s benefit plans for one year following the termination of your employment with the Company so long as such benefit plans permit such continued participation (or for three years following the termination of your employment with the Company in the event that the enhanced Severance Benefits are payable lower 48 states in connection with such a Change in Control voluntary resignation, or following a termination of employment pursuant to clause (ii) or (v), the third sentence Company will provide for relocation of personal and household goods, subject to applicable limits set forth in the first paragraph of this Section 5) (Company's relocation policy, and travel for you and your household to your new residence in the “Termination Benefit”)lower 48 states.
Appears in 1 contract
Termination and Severance. The Employment Period shall terminate on the first to occur of (i) thirty ninety (3090) days following written notice by you to the Company of your resignation without Good Reason Reason, (it being understood that you will continue to perform your services hereunder during such thirty ninety (3090) day period if requested, but the Company may terminate your services sooner if it so electsperiod), (ii) thirty (30) days following written notice by you to the Company of your resignation with Good Reason during the Employment Period or following a Change in Control (it being understood that you will continue to perform your services hereunder during such thirty (30) day period provided that the Company does not elect to terminate your employment sooner if it so electsperiod), (iii) your death or Disability, (iv) a vote of the Board of Holdings or the Company Subsidiary directing such termination for Cause, (v) a vote of the Board of Holdings or the Company Subsidiary directing such termination without Cause, or (vi) the third (3rd) second anniversary of the Effective Date (the “"Scheduled Expiration Date”"); provided, however, that the Scheduled Expiration Date shall be automatically extended for successive one-year periods unless, at least ninety (90) days prior to the then-current Scheduled Expiration Date, either the Company or you shall give written notice to the other of an intention not to extend the Employment Period. In the event of termination of the Employment Period pursuant to clause (ii) or (v) above, the Company shall pay concurrently with such termination make a lump-sum payment to you an amount equal to the sum of (x) one times your Annual Base Salary as plus (y) in effect immediately prior the event such termination occurs on or after December 31, 1999, one times your most recent annual bonus payment, if any, paid pursuant to the termination Section 2 hereof. In addition, you shall be entitled to reimbursement of the Employment Period, such amount to be paid periodically in accordance with the Company’s regular payroll practices over cost of continuing your health insurance coverage under COBRA for the twelve (12) month period immediately following such termination (the “Severance Benefit”). Not withstanding the preceding sentence, the Severance Benefit shall be computed as an amount equal to one hundred fifty percent (150%) of your Annual Base Salary as in effect immediately prior to the termination of the Employment Period and shall be paid periodically in accordance with the Company’s regular payroll practices over the twelve (12) month period immediately following such termination solely in a circumstance in which there has occurred a Change in Control (as defined in the Option Agreement) within three (3) months prior to any termination by you for Good Reason or by the Company without Cause. Notwithstanding anything in this Agreement to the contrary, in the event that payment of the Severance Benefit, either alone or together with other payments (or the value of other benefits) which you have the right to receive from the Company in connection with a Change in Control, would not be deductible (in whole or in part) by the Company as a result of the Severance Benefit or other payments or benefits constituting a “parachute payment” within the meaning of Section 280G of the Internal Revenue Code of 1986, as amended (the “Code”), the Severance Benefit (or, at your election, such other payments and/or benefits, or a combination of such other payments and/or benefit and/or the Severance Benefit) shall be reduced to the largest amount as will result in no portion of the Severance Benefit (or such other payments and/or benefits) not being fully deductible by the Company as a result of Section 280G of the Code. The determination of the amount of any such required reduction pursuant to the foregoing provision, and the valuation of any non-cash benefits for purposes of such determination, shall be made exclusively by the firm that was acting as the Company’s auditors prior to the Change in Control (whose fees and expenses shall be borne by the Company, and such determination shall be conclusive and binding)termination. Except as otherwise set forth in this Section 5 paragraph 4 or pursuant to the terms of employee benefit plans in which you participate pursuant to Section 4paragraph 3, you shall not be entitled to any compensation or other payment from the Company in connection with the termination of your employment hereunder. In addition to the Severance Benefit; however, under circumstances in which the Severance Benefit is payable, you shall also remain eligible to receive group health insurance benefits under the Company’s benefit plans for one year following the termination of your employment with the Company so long as such benefit plans permit such continued participation (or for three years following the termination of your employment with the Company in the event that the enhanced Severance Benefits are payable Company shall give you notice of its intention not to extend the Employment Period, you shall receive twelve (12) months of your Annual Base Salary, as well as reimbursement for the cost of continuing your health insurance coverage under COBRA for such period, in connection with a Change in Control pursuant to the third sentence lump sum within thirty (30) days of the first paragraph expiration of this Section 5) (the “Termination Benefit”)then Employment Period.
Appears in 1 contract
Termination and Severance. The Employment Period shall terminate prior to its scheduled expiration date on the first to occur of (i) thirty your death or permanent disability (30) days following written notice by you to the Company of defined as your resignation without Good Reason (it being understood that you will continue actual inability to perform normal duties for a period of 90 consecutive days or for a total of 120 days in any two-year period or your services hereunder during prospective inability to perform such thirty (30) day duties for such period if requested, but as determined in good faith by the Company may terminate your services sooner if it so electsBoard), (ii) thirty (30) days following written notice by you to the Company of your resignation with Good Reason (it being understood that you will continue to perform your services hereunder during such thirty (30) day period provided that the Company does not elect to terminate your employment sooner if it so elects), (iii) your death or Disability, (iv) a vote of the Board of the Company directing such termination for Cause, (viii) a vote of the Board of the Company directing such termination without Cause, or (viiv) the third (3rd) anniversary of the Effective Date (the “Scheduled Expiration Date”); provided, however, that the Scheduled Expiration Date shall be automatically extended for successive one-year periods unless, at least ninety (90) days termination by you upon not less than 30 days' prior to the then-current Scheduled Expiration Date, either the Company or you shall give written notice to the other of an intention not to extend the Employment Periodfor Good Reason. In the event of termination of the Employment Period pursuant to clause clauses (iiiii) or (viv) aboveabove and so long as you comply with the restrictions set forth in paragraphs 5 and 6 below, the Company shall continue to pay to you an amount equal to your Annual Base Salary as in effect immediately prior to base salary for two years following the termination of the Employment Period, such amount to be paid periodically in accordance with the Company’s regular payroll practices over the twelve (12) month period immediately following such termination (the “Severance Benefit”). Not withstanding the preceding sentence, the Severance Benefit shall be computed as an amount equal to one hundred fifty percent (150%) of your Annual Base Salary as in effect immediately prior to the termination of the Employment Period and shall be paid periodically in accordance with the Company’s regular payroll practices over the twelve (12) month period immediately following such termination solely in a circumstance in which there has occurred a Change in Control (as defined in the Option Agreement) within three (3) months prior to any termination by you for Good Reason or by the Company without Cause. Notwithstanding anything in this Agreement to the contrary, in the event that payment of the Severance Benefit, either alone or together with other payments (or the value of other benefits) which you have the right to receive from the Company in connection with a Change in Control, would not be deductible (in whole or in part) by the Company as a result of the Severance Benefit or other payments or benefits constituting a “parachute payment” within the meaning of Section 280G of the Internal Revenue Code of 1986, as amended (the “Code”), the Severance Benefit (or, at your election, such other payments and/or benefits, or a combination date of such other payments and/or benefit and/or the Severance Benefit) shall be reduced to the largest amount as will result in no portion of the Severance Benefit (or such other payments and/or benefits) not being fully deductible by the Company as a result of Section 280G of the Code. The determination of the amount of any such required reduction pursuant to the foregoing provision, and the valuation of any non-cash benefits for purposes of such determination, shall be made exclusively by the firm that was acting as the Company’s auditors prior to the Change in Control (whose fees and expenses shall be borne by the Company, and such determination shall be conclusive and binding)termination. Except as otherwise set forth in this Section 5 or pursuant to the terms of employee benefit plans in which you participate pursuant to Section paragraph 4, you shall not be entitled to any compensation or other payment from the Company or any of its affiliates in connection with the termination of your employment hereunderemployment. In addition For purposes of this agreement, (x) "CAUSE" shall mean (i) your willful and repeated failure to comply with the lawful directives of the Board, (ii) any criminal act or act of dishonesty, disloyalty, misconduct or moral turpitude by you that is injurious to the Severance Benefitproperty, under circumstances operations, business or reputation of the Company, or (iii) your material breach of this agreement that is not cured within 30 days after written notice thereof to you by the Company, and (y) "GOOD REASON" shall mean (i) the Company's material breach of this agreement that is not cured within 30 days after written notice thereof to the Company by you, (ii) a reduction in your responsibilities and authority such that you no longer function as the Executive Vice President of Business Development for the Company, (iii) a change in the location of the Hi-Tech Manufacturing, Inc. facility where you regularly report for work, which change extends your commute to such facility by more than 25 miles going one way, or (iv) your removal from the Severance Benefit is payableBoard, provided however, that (a) if you do not terminate within 30 days after the Company has provided you notice of a reduction of your responsibilities, or (b) if you resign from the Board, then you shall also remain eligible be deemed to receive group health insurance benefits under the Company’s benefit plans have waived your right to terminate for one year following the termination of your employment with the Company so long as Good Reason based on such benefit plans permit such continued participation (or for three years following the termination of your employment with the Company in the event that the enhanced Severance Benefits are payable in connection with a Change in Control pursuant to the third sentence of the first paragraph of this Section 5) (the “Termination Benefit”)action.
Appears in 1 contract
Samples: SMTC Corp
Termination and Severance. The Employment Period shall terminate on the first to occur of (i) thirty ninety (3090) days following written notice by you to the Company of your resignation without Good Reason (it being understood that you will continue to perform your services hereunder during such thirty ninety (3090) day period if requested, but the Company may terminate your services sooner if it so elects), (ii) thirty (30) days following written notice by you to the Company of your resignation with Good Reason (it being understood that you will continue to perform your services hereunder during such thirty (30) day period provided that the Company does not elect to terminate your employment sooner if it so elects), (iii) your death or Disability, (iv) a vote of the Board of the Company directing such termination for Cause, (v) a vote of the Board of the Company directing such termination without Cause, or (vi) the third (3rd) anniversary of the Effective Date (the “Scheduled Expiration Date”); provided, however, that the Scheduled Expiration Date shall be automatically extended for successive one-year periods unless, at least ninety (90) days prior to the then-current Scheduled Expiration Date, either the Company or you shall give written notice to the other of an intention not to extend the Employment Period. In the event of termination of the Employment Period pursuant to clause (ii) or (v) above, the Company shall pay to you an amount equal to your Annual Base Salary as in effect immediately prior to the termination of the Employment Period, such amount to be paid periodically in accordance with the Company’s regular payroll practices over the twelve (12) month period immediately following such termination (the “Severance Benefit”). Not withstanding Notwithstanding the preceding sentence, the Severance Benefit shall be computed as an amount equal to one hundred fifty percent (150%) of your Annual Base Salary as in effect immediately prior to the termination of the Employment Period and shall be paid periodically in accordance with the Company’s regular payroll practices over the twelve (12) month period immediately following such termination solely in a circumstance in which there has occurred a Change in Control (as defined in the Option Agreement) within three (3) months prior to any termination by you for Good Reason or by the Company without Cause. Notwithstanding anything in this Agreement to the contrary, in the event that payment of the Severance Benefit, either alone or together with other payments (or the value of other benefits) which you have the right to receive from the Company in connection with a Change in Control, would not be deductible (in whole or in part) by the Company as a result of the Severance Benefit or other payments or benefits constituting a “parachute payment” within the meaning of Section 280G of the Internal Revenue Code of 1986, as amended (the “Code”), the Severance Benefit (or, at your election, such other payments and/or benefits, or a combination of such other payments and/or benefit and/or the Severance Benefit) shall be reduced to the largest amount as will result in no portion of the Severance Benefit (or such other payments and/or benefits) not being fully deductible by the Company as a result of Section 280G of the Code. The determination of the amount of any such required reduction pursuant to the foregoing provision, and the valuation of any non-cash benefits for purposes of such determination, shall be made exclusively by the firm that was acting as the Company’s auditors prior to the Change in Control (whose fees and expenses shall be borne by the Company, and such determination shall be conclusive and binding). Except as otherwise set forth in this Section 5 or pursuant to the terms of employee benefit plans in which you participate pursuant to Section 4, you shall not be entitled to any compensation or other payment from the Company in connection with the termination of your employment hereunder. In addition to the Severance Benefit, under circumstances in which the Severance Benefit is payable, you shall also remain eligible to receive group health insurance benefits under the Company’s benefit plans for one year following the termination of your employment with the Company so long as such benefit plans permit such continued participation (or for three years following the termination of your employment with the Company in the event that the enhanced Severance Benefits are payable in connection with a Change in Control pursuant to the third sentence of the first paragraph of this Section 5) (the “Termination Benefit”).
Appears in 1 contract
Termination and Severance. The Employment Period shall terminate on In the first to occur of event your employment hereunder is terminated (i) thirty by the Company for Cause or (30ii) days following written notice by you to for any reason, the Company of your resignation without Good Reason (it being understood shall have no further obligations to you except that you will continue be entitled to perform receive (x) any accrued but unpaid salary through your services termination date and (y) any expense reimbursements owed you through the date of termination. In the event your employment hereunder during such thirty is terminated (30i) day period if requested, but by the Company may terminate your services sooner if it so elects), other than for Cause (ii) thirty (30) days following written notice by you to the Company of your resignation with Good Reason (it being understood that you will continue to perform your services hereunder during such thirty (30) day period provided that the Company does not elect to terminate your employment sooner if it so elects), (iii) including your death or Disability, ) or (ivii) automatically as a vote result of the Board Company's providing notice to you that automatic extension of the Company directing such Employment Period shall not occur, you will be entitled to receive severance compensation equal to one (1) times your Base Salary in effect on the termination for Causedate, payable in arrears, in twelve (v12) a vote equal monthly installments commencing at the end of the Board of calendar month in which the Company directing such termination without Cause, or (vi) the third (3rd) anniversary of the Effective Date (the “Scheduled Expiration Date”)date occurs; provided, however, that (A) in the Scheduled Expiration Date shall event your employment should be automatically extended for successive one-year periods unless, at least ninety (90) days prior to the then-current Scheduled Expiration Date, either terminated by the Company or you shall give written notice to the other of an intention not to extend the Employment Period. In the event of termination of the Employment Period pursuant to clause (ii) or (v) above, the Company shall pay to you an amount equal to your Annual Base Salary as in effect immediately prior to the termination of the Employment Period, such amount to be paid periodically in accordance with the Company’s regular payroll practices over the twelve (12) month period immediately than for Cause within six months following such termination (the “Severance Benefit”). Not withstanding the preceding sentence, the Severance Benefit shall be computed as an amount equal to one hundred fifty percent (150%) of your Annual Base Salary as in effect immediately prior to the termination of the Employment Period and shall be paid periodically in accordance with the Company’s regular payroll practices over the twelve (12) month period immediately following such termination solely in a circumstance in which there has occurred a Change in Control (as defined below) or in the Option Agreement) within three (3) months prior to any termination by you for Good Reason or by the Company without Cause. Notwithstanding anything in this Agreement to the contrary, in the event that payment anticipation of the Severance Benefit, either alone or together with other payments (or the value of other benefits) which you have the right to receive from the Company in connection with a Change in Control, would not the severance compensation referred to above shall be deductible paid in one lump sum on the date of such termination, (B) in whole or in part) the event your employment should be terminated by the Company as a result of your Disability, then the Severance Benefit or other payments or benefits constituting a “parachute payment” within the meaning of Section 280G of the Internal Revenue Code of 1986, as amended (the “Code”), the Severance Benefit (or, at your election, such other payments and/or benefits, or a combination of such other payments and/or benefit and/or the Severance Benefit) severance compensation referred to above shall be reduced to the largest amount as will result in no portion of the Severance Benefit (or such other payments and/or benefits) not being fully deductible by the Company as a result of Section 280G of the Code. The determination of the amount of any disability insurance proceeds actually paid to you or for your benefit during the said time period. As used in this Agreement, the term "Cause" shall mean (i) the willful and continued failure by you to substantially perform your duties hereunder (other than any such required reduction pursuant willful or continued failure resulting from your incapacity due to physical or mental illness or physical injury), (ii) the foregoing provision, and the valuation of any non-cash benefits for purposes of such determination, shall be made exclusively willful engaging by the firm that was acting as the Company’s auditors prior you in misconduct which is injurious to the Change in Control (whose fees and expenses shall be borne by the Company, and such determination monetarily or otherwise, (iii) your conviction of a felony by a court of competent jurisdiction, (iv) the breach of any of the provisions hereof, or (v) the violation by you of any of the Company's policies, rules or regulations from time to time in effect. As used in this Agreement, the term "Change in Control" shall be conclusive and binding). Except as otherwise have that meaning set forth in the Key Energy Group, Inc. 1997 Incentive Plan. As used in this Section 5 Agreement, the term "Disability" means total and permanent disability rendering you unable to perform your obligations and duties hereunder by reasons of physical or pursuant to the terms of employee benefit plans in which you participate pursuant to Section 4, you shall not be entitled to any compensation mental illness or other payment from the Company in connection with the termination of your employment hereunder. In addition to the Severance Benefit, under circumstances in which the Severance Benefit is payable, you shall also remain eligible to receive group health insurance benefits under the Company’s benefit plans for one year following the termination of your employment with the Company so long as such benefit plans permit such continued participation (or for three years following the termination of your employment with the Company in the event that the enhanced Severance Benefits are payable in connection with a Change in Control pursuant to the third sentence of the first paragraph of this Section 5) (the “Termination Benefit”)injury.
Appears in 1 contract
Termination and Severance. The Employment Period shall terminate on the first to occur of (i) thirty forty-five (3045) days following written notice by you to the Company of your resignation without Good Reason (it being understood that you will continue to perform your services hereunder during such thirty forty-five (3045) day period if requested, but the Company may terminate your services sooner if it so elects, without any severance obligations hereunder), (ii) thirty (30) days following written notice by you to the Company of your resignation with Good Reason (it being understood that you will continue to perform your services hereunder during such thirty (30) day period provided that the Company does not elect to terminate your employment sooner if it so elects), (iii) your death or Disability, (iv) a vote of the Board of the Company directing such termination for Cause, (v) a vote of the Board of the Company directing such termination without Cause, or (vi) the third (3rd) anniversary of the Effective Date (the “Scheduled Expiration Date”); provided, however, that the Scheduled Expiration Date shall be automatically extended for successive one-year periods unless, at least ninety one hundred and twenty (90120) days prior to the then-current Scheduled Expiration Date, either the Company or you shall give written notice to the other of an intention not to extend the Employment Period. In the event your employment with the Company terminates for any reason, you will be entitled to (a) any unpaid Base Salary accrued up to the effective date of termination, (b) unpaid, but earned and accrued Annual Bonus for any completed fiscal year that is unpaid as of the termination of your employment, (c) pay for accrued but unused vacation that the Company is legally obligated to pay you, (d) benefits or compensation as provided under the terms of any employee benefit and compensation agreements or plans applicable to you, (e) unreimbursed business expenses required to be reimbursed to you, and (f) rights to indemnification you may have under the Company’s Articles of Incorporation, Bylaws, the Agreement or separate indemnification agreement, as applicable. In the event of termination of the Employment Period pursuant to clause (ii) or (v) above, the Company shall pay to you an amount equal to your Annual Base Salary as in effect immediately prior to the termination of the Employment Period, such amount to be paid periodically in accordance with the Company’s regular payroll practices over the twelve (12i) month period immediately following such termination (the “Severance Benefit”). Not withstanding the preceding sentence, the Severance Benefit shall be computed as an amount equal to one hundred fifty percent (150%) of your Annual Base Salary as in effect immediately prior to the termination of the Employment Period Period, (ii) eighteen (18) months accelerated vesting with respect to any outstanding, unvested Time Shares, and (iii) reimbursement for premiums paid for continued health benefits for you and your dependents under the Company’s health plans for eighteen (18) months. Such amounts provided for in this section shall be paid periodically within thirty (30) days of the date of such termination (the “Severance Benefit”). Notwithstanding the preceding sentence, the Severance Benefit shall be computed as an amount equal to (i) two hundred ninety-nine percent (299%) of your Annual Base Salary as in accordance effect immediately prior to the termination of the Employment Period, (ii) full vesting with respect to any outstanding, unvested Time Shares and Performance Shares, and (iii) reimbursement for premiums paid for continued health benefits for you and your dependents under the Company’s regular payroll practices over health plans for thirty-six (36) months with such amounts to be paid within thirty (30) days of the twelve (12) month period immediately following date of such termination termination, in each case solely in a circumstance in which there has occurred is a Change in Control (as defined in the Option Agreement) termination of your employment within three (3) months prior to any termination by you for Good Reason or nine (9) months following the occurrence of a Change in Control either by the Company without Causeother than for Cause or by you with Good Reason. Notwithstanding anything in this Agreement to the contrary, in In the event that payment of the Severance Benefit, either alone or together with severance and other payments benefits provided for in Agreement (or the value of other benefitsi) which you have the right to receive from the Company in connection with a Change in Control, would not be deductible (in whole or in part) by the Company as a result of the Severance Benefit or other payments or benefits constituting a constitute “parachute paymentpayments” within the meaning of Section 280G of the Internal Revenue Code and (ii) but for this Section 5, would be subject to the excise tax imposed by Section 4999 of 1986, as amended the Code (the “CodeExcise Tax”), the Severance Benefit then your severance benefits hereunder Section 5 shall be either (or, at your election, such other payments and/or benefitsi) delivered in full, or a combination of (ii) delivered as to such other payments and/or benefit and/or the Severance Benefit) shall be reduced to the largest amount as will lesser extent which would result in no portion of such severance benefits being subject to the Severance Benefit (Excise Tax, whichever of the foregoing amounts, taking into account the applicable federal, state and local income taxes and the Excise Tax, results in the receipt by you on an after-tax basis, of the greatest amount of severance benefits, notwithstanding that all or some portion of such other payments and/or benefits) not being fully deductible severance benefits may be taxable under Section 4999 of the Code. Unless the Company and you otherwise agree in writing, any determination required under this Section 5 shall be made in writing in good faith by the Company accounting firm serving as the Company’s independent public accountants immediately prior to the Change of Control (the “Accountants”). In the event of a result reduction in benefits hereunder, you shall be given the choice of which benefits to reduce. For purposes of making the calculations required by this Section 5, the Accountants may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application of Sections 280G and 4999 of the Code. The determination of the amount of any such required reduction pursuant Company and you shall furnish to the foregoing provision, Accountants such information and the valuation of any non-cash benefits for purposes of such determination, shall be made exclusively by the firm that was acting documents as the Company’s auditors prior Accountants may reasonably request in order to make a determination under this Section. The Company shall bear all costs the Change Accountants may reasonably incur in Control (whose fees and expenses shall be borne connection with any calculations contemplated by the Company, and such determination shall be conclusive and binding)this Section. Except as otherwise set forth in this Section paragraph 5 or pursuant to the terms of employee benefit plans in which you participate pursuant to Section paragraph 4, you shall not be entitled to any compensation or other payment from the Company in connection with the termination of your employment hereunder. In addition to the Severance Benefit, under circumstances in which the Severance Benefit is payable, you shall also remain eligible to receive group health insurance benefits under the Company’s benefit plans for one year following the termination of your employment with the Company so long as such benefit plans permit such continued participation (or for three years following the termination of your employment with the Company in the event that the enhanced Severance Benefits are payable in connection with a Change in Control pursuant to the third sentence of the first paragraph of this Section 5) (the “Termination Benefit”).
Appears in 1 contract
Termination and Severance. The Employment Period Each party has the right to terminate Nethxxxxxx'x xxxloyment with the Bank prior to the end of the Term Specified in paragraph 2 with or without cause at any time. For purposes of this Agreement, cause shall terminate on the first to occur of arise if (i) thirty (30) days following written notice by you to Nethxxxxxx xxxlfully breach or habitually neglect the Company of your resignation without Good Reason (it being understood that you will continue duties which Nethxxxxxx xx required to perform your services hereunder during such thirty (30) day period if requested, but the Company may terminate your services sooner if it so elects)under this Agreement, (ii) thirty (30) days following written notice by you to Nethxxxxxx xxxmits an intentional act that has a material detrimental effect on the Company reputation or business of your resignation with Good Reason (it being understood that you will continue to perform your services hereunder during such thirty (30) day period provided that the Company does not elect to terminate your employment sooner if it so elects)Bank, of (iii) your death Nethxxxxxx xx convicted of a felony or DisabilityNethxxxxxx xxxmits any such act of dishonesty, (iv) fraud, intentional misrepresentation or moral turpitude as would prevent effective performance of Nethxxxxxx'x xxxies under this Agreement. If the Bank decides to terminate Nethxxxxxx'x xxxloyment for cause, the Bank shall provide Nethxxxxxx xxxh notice specifying the grounds for termination, accompanied by a vote of written statement stating the Board of the Company directing relevant facts supporting such termination for Cause, (v) a vote of the Board of the Company directing such termination without Cause, or (vi) the third (3rd) anniversary of the Effective Date (the “Scheduled Expiration Date”); provided, however, that the Scheduled Expiration Date shall be automatically extended for successive one-year periods unless, at least ninety (90) days prior to the then-current Scheduled Expiration Date, either the Company or you shall give written notice to the other of an intention not to extend the Employment Periodgrounds. In the event of Upon termination of the Employment Period pursuant to clause (ii) or (v) aboveNethxxxxxx'x xxxloyment for cause, the Company shall pay to you an amount equal to your Annual Base Salary as in effect immediately prior to the termination of the Employment Period, such amount to be paid periodically in accordance with the Company’s regular payroll practices over the twelve (12) month period immediately following such termination (the “Severance Benefit”). Not withstanding the preceding sentence, the Severance Benefit shall be computed as an amount equal to one hundred fifty percent (150%) of your Annual Base Salary as in effect immediately prior to the termination of the Employment Period and shall be paid periodically in accordance with the Company’s regular payroll practices over the twelve (12) month period immediately following such termination solely in a circumstance in which there has occurred a Change in Control (as defined in the Option Agreement) within three (3) months prior to any termination by you for Good Reason or by the Company without Cause. Notwithstanding anything in this Agreement to the contrary, in the event that payment of the Severance Benefit, either alone or together with other payments (or the value of other benefits) which you have the right to receive from the Company in connection with a Change in Control, would not be deductible (in whole or in part) by the Company as a result of the Severance Benefit or other payments or benefits constituting a “parachute payment” within the meaning of Section 280G of the Internal Revenue Code of 1986, as amended (the “Code”), the Severance Benefit (or, at your election, such other payments and/or benefits, or a combination of such other payments and/or benefit and/or the Severance Benefit) shall be reduced to the largest amount as will result in no portion of the Severance Benefit (or such other payments and/or benefits) not being fully deductible by the Company as a result of Section 280G of the Code. The determination of the amount of any such required reduction pursuant to the foregoing provision, and the valuation of any non-cash benefits for purposes of such determination, shall be made exclusively by the firm that was acting as the Company’s auditors prior to the Change in Control (whose fees and expenses shall be borne by the Company, and such determination shall be conclusive and binding). Except as otherwise set forth in this Section 5 or pursuant to the terms of employee benefit plans in which you participate pursuant to Section 4, you shall Nethxxxxxx xxall not be entitled to any compensation or other further amounts except for the Base Salary earned through Nethxxxxxx'x xxxt day of employment. If the Bank terminates Nethxxxxxx'x xxxloyment without cause, the Bank will provide Nethxxxxxx, xx Nethxxxxxx'x xxxl and final severance, the following: (i) a lump sum payment from equal to one half of the Company sum of Nethxxxxxx'x xxxrage annual Base Salary plus average annual bonuses, if any, paid for the term of this agreement, less deductions, (ii) if Nethxxxxxx xx insured under the Bank's standard group medical plan at the time of Nethxxxxxx'x xxxmination, the Bank will pay the cost of the premiums for Nethxxxxxx'x xxxlth coverage under that plan for six months, (iii) the cost of life insurance for six months, in connection amounts and with coverage as applicable just prior to Nethxxxxxx'x xxxt day of employment, and (iv) the termination cost of your disability insurance, in amounts and with coverage as 4 applicable just prior to his last day of employment hereunderfor six months. In Thereafter, Nethxxxxxx xxxll be responsible for such payments if Nethxxxxxx xx choose. If Nethxxxxxx xxxides to terminate Nethxxxxxx'x xxxloyment under this Agreement prior to the end of the Term, the Bank shall be entitled to, and Nethxxxxxx xxall provide the Bank with, one month's prior written notice; provided however, upon receiving such notice, the Bank may terminate Nethxxxxxx'x xxployment immediately and pay Nethxxxxxx xxx the one-month period that the notice otherwise would have run, in addition to the Severance Benefit, all other amounts then due and payable under circumstances in which the Severance Benefit is payable, you shall also remain eligible to receive group health insurance benefits under the Company’s benefit plans for one year following the termination of your employment with the Company so long as such benefit plans permit such continued participation (or for three years following the termination of your employment with the Company in the event that the enhanced Severance Benefits are payable in connection with a Change in Control pursuant to the third sentence of the first paragraph of this Section 5) (the “Termination Benefit”)Agreement.
Appears in 1 contract
Termination and Severance. The Employment Period shall terminate on the first to occur of (i) thirty ninety (3090) days following written notice by you to the Company of your resignation without Good Reason Reason, (it being understood that you will continue to perform your services hereunder during such thirty ninety (3090) day period if requested, but the Company may terminate your services sooner if it so electsperiod), (ii) thirty (30) days following written notice by you to the Company of your resignation with Good Reason (it being understood that you will continue to perform your services hereunder during such thirty (30) day period provided that the Company does not elect to terminate your employment sooner if it so electsperiod), (iii) your death or Disability, (iv) a vote of the Board of the Company directing such termination for Cause, (v) a vote of the Board of the Company directing such termination without Cause, or (vi) the third (3rd) anniversary of the Effective Date (the “Scheduled Expiration Date”"SCHEDULED EXPIRATION DATE"); provided, however, that the Scheduled Expiration Date shall be automatically extended for successive one-year periods unless, at least ninety (90) days prior to the then-current Scheduled Expiration Date, either the Company or you shall give written notice to the other of an intention not to extend the Employment Period. In the event of termination of the Employment Period pursuant to clause (ii) or (v) above, or in the event that the Company elects not to extend the Employment Period upon the expiration thereof, the Company shall pay to you an amount equal to your Annual Base Salary as in effect immediately prior to the termination of the Employment Period, such amount to be paid periodically in accordance with the Company’s 's regular payroll practices over the twelve (12) month period immediately following such termination (the “Severance Benefit”"SEVERANCE BENEFIT"). Not withstanding Notwithstanding the preceding sentence, the Severance Benefit shall be computed as an amount equal to one hundred fifty percent (150%) of your Annual Base Salary as in effect immediately prior to the termination of the Employment Period and shall be paid periodically in accordance with the Company’s 's regular payroll practices over the twelve (12) month period immediately following such termination solely termination, SOLELY in a circumstance in which there has occurred a Change in of Control (as defined in the Option AgreementShareholders Agreement among the Company and its shareholders dated as of even date herewith (the "SHAREHOLDERS AGREEMENT")) within three (3) months prior to any termination by you for Good Reason or by the Company without Causesuch termination. Notwithstanding anything in this Agreement to the contrary, in the event that payment of the Severance Benefit, either alone or together with other payments (or the value of other benefits) which you have the right to receive from the Company in connection with a Change in Controlchange of control, would not be deductible (in whole or in part) by the Company as a result of the Severance Benefit or other payments or benefits constituting a “"parachute payment” " within the meaning of Section 280G of the Internal Revenue Code of 1986, as amended (the “Code”"CODE"), the Severance Benefit (or, at your election, such other payments and/or benefits, or a combination of such other payments and/or benefit benefits and/or the Severance Benefit) shall be reduced to the largest amount as will result in no portion of the Severance Benefit (or such other payments and/or benefits) not being fully deductible by the Company as a result of Section 280G of the Code. The determination of the amount of any such required reduction pursuant to the foregoing provision, and the valuation of any non-cash benefits for purposes of such determination, shall be made exclusively by the firm that was acting as the Company’s 's auditors prior to the Change change in Control control (whose fees and expenses shall be borne by the Company, and such determination shall be conclusive and binding). Except as otherwise set forth in this Section 5 6 or pursuant to the terms of employee benefit plans in which you participate pursuant to Section 4, you shall not be entitled to any compensation or other payment from the Company in connection with the termination of your employment hereunder. In addition to the Severance Benefit, under circumstances in which the Severance Benefit is payable, you shall also remain eligible to receive group health insurance benefits under the Company’s 's benefit plans for one year (or, in the event that the enhanced Severance Benefit is payable in connection with a Change of Control, three years) following the termination of your employment with the Company so long as such Company. In the case of benefit plans that do not permit such continued participation (or for three years following the termination of your employment with participation, in lieu thereof you shall be entitled to receive a cash payment from the Company in sufficient to enable you to purchase comparable benefits for the event that the enhanced Severance Benefits are payable in connection with a Change in Control pursuant to the third sentence of the first paragraph of this Section 5) (the “Termination Benefit”)applicable period.
Appears in 1 contract
Termination and Severance. The Employment Period shall terminate on the first to occur of (i) thirty ninety (3090) days following written notice by you to the Company of your resignation without Good Reason Reason, (it being understood that you will continue to perform your services hereunder during such thirty ninety (3090) day period if requested, but the Company may terminate your services sooner if it so electsperiod), (ii) thirty (30) days following written notice by you to the Company of your resignation with Good Reason (it being understood that you will continue to perform your services hereunder during such thirty (30) day period provided that the Company does not elect to terminate your employment sooner if it so electsperiod), (iii) your death or Disability, (iv) a vote of the Board of the Company directing such termination for Cause, (v) a vote of the Board of the Company directing such termination without Cause, or (vi) the third (3rd) anniversary of the Effective Date (the “Scheduled Expiration Date”"SCHEDULED EXPIRATION DATE"); provided, however, that the Scheduled Expiration Date shall be automatically extended for successive one-year periods unless, at least ninety (90) days prior to the then-current Scheduled Expiration Date, either the Company or you shall give written notice to the other of an intention not to extend the Employment Period. In the event of termination of the Employment Period pursuant to clause (ii) or (v) above, or in the event that the Company elects not to extend the Employment Period upon the expiration thereof, the Company shall pay to you an amount equal to your Annual Base Salary as in effect immediately prior to the termination of the Employment Period, such amount to be paid periodically in accordance with the Company’s 's regular payroll practices over the twelve (12) month period immediately following such termination (the “Severance Benefit”). Not withstanding the preceding sentence, the Severance Benefit shall be computed as an amount equal to one hundred fifty percent (150%) of your Annual Base Salary as in effect immediately prior to the termination of the Employment Period and shall be paid periodically in accordance with the Company’s regular payroll practices over the twelve (12) month period immediately following such termination solely in a circumstance in which there has occurred a Change in Control (as defined in the Option Agreement) within three (3) months prior to any termination by you for Good Reason or by the Company without Cause. Notwithstanding anything in this Agreement to the contrary, in the event that payment of the Severance Benefit, either alone or together with other payments (or the value of other benefits) which you have the right to receive from the Company in connection with a Change in Control, would not be deductible (in whole or in part) by the Company as a result of the Severance Benefit or other payments or benefits constituting a “parachute payment” within the meaning of Section 280G of the Internal Revenue Code of 1986, as amended (the “Code”), the Severance Benefit (or, at your election, such other payments and/or benefits, or a combination of such other payments and/or benefit and/or the Severance Benefit) shall be reduced to the largest amount as will result in no portion of the Severance Benefit (or such other payments and/or benefits) not being fully deductible by the Company as a result of Section 280G of the Code. The determination of the amount of any such required reduction pursuant to the foregoing provision, and the valuation of any non-cash benefits for purposes of such determination, shall be made exclusively by the firm that was acting as the Company’s auditors prior to the Change in Control (whose fees and expenses shall be borne by the Company, and such determination shall be conclusive and binding). Except as otherwise set forth in this Section 5 or pursuant to the terms of employee benefit plans in which you participate pursuant to Section 4, you shall not be entitled to any compensation or other payment from the Company in connection with the termination of your employment hereunder. In addition to the Severance Benefit, under circumstances in which the Severance Benefit is payable, you shall also remain eligible to receive group health insurance benefits under the Company’s benefit plans for one year following the termination of your employment with the Company so long as such benefit plans permit such continued participation (or for three years following the termination of your employment with the Company in the event that the enhanced Severance Benefits are payable in connection with a Change in Control pursuant to the third sentence of the first paragraph of this Section 5) (the “Termination Benefit”).twelve
Appears in 1 contract
