Qualifying Termination Contract Clauses (78)

Qualifying Termination. If the Executive is subject to a Qualifying Termination, then, subject to Sections 4, 9, and 10 below, Executive will be entitled to the following benefits: (a) Severance Benefits. The Company shall pay the Executive twelve (12) months of his or her monthly base salary (at the rate in effect immediately prior to the actions that resulted in the Qualifying Termination). The Executive will receive his or her severance payment in a cash lump-sum in accordance with the Company's standard payroll pro...cedures which will be made on the first business day occurring after the sixtieth (60th) day following the Separation, provided that the Release Conditions have been satisfied. (b) Equity. Each of Executive's then-outstanding and unvested Equity Awards (as defined below), including awards that would otherwise vest only upon satisfaction of performance criteria (measured at 100% of target), shall accelerate and become vested and exercisable as to 100% of the then unvested shares subject to the Equity Award effective immediately prior to the Separation. (c) Continued Employee Benefits. If Executive timely elects continued coverage under the Consolidated Omnibus Budget Reconciliation Act ("COBRA"), the Company shall pay the full amount of Executive's COBRA premiums on behalf of the Executive for the Executive's continued coverage under the Company's health, dental and vision plans, including coverage for the Executive's eligible dependents, for the twelve (12) month period following the Executive's Separation or, if earlier, until Executive is eligible to be covered under another substantially equivalent medical insurance plan by a subsequent employer. Notwithstanding the foregoing, if the Company, in its sole discretion, determines that it cannot provide the foregoing subsidy of COBRA coverage without potentially violating or causing the Company to incur additional expense as a result of noncompliance with applicable law (including, without limitation, Section 2716 of the Public Health Service Act), the Company instead shall provide to Executive a taxable monthly payment in an amount equal to the monthly COBRA premium that Executive would be required to pay to continue the group health coverage in effect on the date of the Separation (which amount shall be based on the premium for the first month of COBRA coverage), which payments shall be made regardless of whether Executive elects COBRA continuation coverage and shall commence on the later of (i) the first day of the month following the month in which Executive experiences a Separation and (ii) the effective date of the Company's determination of violation of applicable law, and shall end on the earlier of (x) the effective date on which Executive becomes covered by a health, dental or vision insurance plan of a subsequent employer, and (y) the last day of the period twelve (12) months after the Separation, provided that, any taxable payments under Section 2(b) will not be paid before the first business day occurring after the sixtieth (60th) day following the Separation and, once they commence, will include any unpaid amounts accrued from the date of Executive's Separation (to the extent not otherwise satisfied with continuation coverage). However, if the period comprising the sum of the sixty (60)-day period described in the preceding sentence and the ten (10)-day period described in Section 7(e)(3) below spans two calendar years, then the payments which constitute deferred compensation subject to Section 409A will not in any case be paid in the first calendar year. Executive shall have no right to an additional gross-up payment to account for the fact that such COBRA premium amounts are paid on an after-tax basis. View More

Qualifying Termination. (f)"Release" means a release in favor of the Corporation that is mutually agreed upon between you and the Corporation, the form of which you and the Corporation agree to use reasonable best efforts to agree to within 30 days following the date your employment terminates and which shall not impose on you any post-employment obligations that you have not already agreed to in writing as of the date your employment terminates. (g)"Time-Based RSUs" means the number of RSUs, if any, that are subject s...olely to time-based vesting terms, as set forth in Section 4(a), as of the date of a Qualifying Termination, based on the actual achievement, if at all, of any of the Performance Hurdle Terms on or prior to the date of such Qualifying Termination. View More

Qualifying Termination. In addition to the payments and benefits set forth in Section 5, if an Eligible Employee's termination of employment with the Company is a Qualifying Termination, the Eligible Employee shall also be entitled to receive the following payments and benefits, subject to the Eligible Employee timely executing a release of claims agreement in substantially the form attached as Appendix B-1 or B-2 hereto, as applicable (each, a "Release"), and such Release becoming effective, enforceable and irrevocabl...e no later than sixty (60) days following the Eligible Employee's Date of Termination (such period, the "Release Period"), and subject to the Eligible Employee's continued compliance with Section 8 below: (a) The Eligible Employee shall be entitled to receive severance pay in an amount equal to the Eligible Employee's Base Salary for the Severance Period, paid in a lump sum within ten (10) days following the effective date of the Eligible Employee's Release; and (b) If the Eligible Employee, and any spouse and/or dependents of the Eligible Employee has coverage on the Eligible Employee's Date of Termination under a group health plan sponsored by the Company and timely and properly elects to receive continued group health plan coverage under COBRA, the Company will pay the portion of the premiums for such COBRA coverage (other than for coverage under a health flexible spending account) that exceeds the contributions required by the Eligible Employee immediately prior to the Date of Termination (based on elections in effect for the Eligible Employee and any spouse and/or dependents of the Eligible Employee, in each case, on the Date of Termination), for the period beginning on the Date of Termination and ending on the earlier of the last day of the Severance Period and the date on which the Eligible Employee becomes eligible to receive benefits under a "group health plan" (within the meaning of Section 4980B of the Code) of a subsequent employer of the Eligible Employee. Notwithstanding the foregoing, in the event that the Company determines, in its sole discretion, that the Company cannot provide the foregoing benefits in a manner that is exempt from Section 409A (as defined below) or that is otherwise compliant with applicable law (including, without limitation, Code Section 105(h) or Section 2716 of the Public Health Service Act), the Company shall instead pay to the Eligible Employee the foregoing monthly amount as a taxable monthly payment for the foregoing COBRA coverage period (or any remaining portion thereof). An Eligible Employee shall be solely responsible for all matters relating to continuation of coverage pursuant to COBRA, including, without limitation, the election of such coverage and the timely payment of premiums. 4 7. Other Provisions Applicable to Severance Payments and Benefits; Non-Duplication of Payments or Benefits. (a) Anything in this Plan to the contrary notwithstanding, a transfer of employment from the Company to an Affiliate or vice versa shall not be considered a termination of employment for purposes of this Plan. (b) An Eligible Employee shall not be entitled to any Severance Payment or Benefit under this Plan which duplicates a payment or benefit received or receivable by the Eligible Employee under any employment or severance agreement, or any other plan, program or arrangement of the Company or any severance required by applicable law or regulation, including, without limitation, the Worker Adjustment and Retraining Notification Act ("WARN") or any similar state or local statute, rule or regulation. If an Eligible Employee has a right to payments or benefits that duplicate the Severance Payment or Benefit under this Plan, the benefit under this Plan shall be reduced, dollar for dollar, by the amount of the duplicate payment(s) and benefit(s). The benefits provided under this Plan are intended to satisfy, in whole or in part, any and all statutory obligations that may arise out of an Eligible Employee's termination of employment, and the Company shall so construe and enforce the terms of this Plan. The Administrator's decision to waive all or a portion of such reductions to the severance benefits of one employee and the amount of such reductions shall in no way obligate the Administrator to waive the same reductions in the same amounts to the severance benefits of any other employees, even if similarly situated. Such reductions may be applied on a retroactive basis, with severance benefits previously paid being recharacterized as payments pursuant to a statutory obligation of the Company. View More