Severance Payments. 3.01. Subject to [[Sections 6.04 and 6.05]5]]5] hereof, the Company shall pay Executive the amounts, and provide the benefits, described in this [Article 3] (the "Severance Payments") upon the termination of Executive's employment with the Company, unless such termination is by the Company for Cause, by reason of death or Permanent Disability of Executive, or by Executive without Good Reason. 3.02. In lieu of any further salary payments or bonuses to Executive for periods subsequent to the Date of Termination and in lieu of any severance benefit otherwise payable to Executive (except as provided for in the Company’s Long Term Incentive Plan), the Company shall pay to Executive # two times Executive’s Base Salary in effect immediately prior to the occurrence of the event or circumstance upon which the Notice of Termination is based, # an amount equal to Executive’s target Non-Plan Award for the calendar year in which his employment terminates, multiplied by a fraction (the “Applicable Fraction”), the numerator of which is the number of days in such calendar year Executive was an employee of the Company, and the denominator of which is 365, and # an amount equal to the payment, if any, that Executive would have been paid in respect of his Plan Award for the calendar year in which his employment terminates had Executive been employed by the Company for the entire calendar year, multiplied by the Applicable Fraction; provided, however, that the amount payable to Executive under [clauses (B) and (C)])] of this sentence shall not exceed, in the aggregate, the Applicable Fraction multiplied by the maximum aggregate annual incentive award that could have been payable to him for the year in which his employment terminates had he been employed by the Company for the entire calendar year. Subject to the provisions of [[Sections 6.04 and 6.05]5]]5], the amount set forth in [clause (A)] of the immediately preceding sentence shall be payable in advance in 8 equal quarterly installments commencing with the Date of Termination and on each succeeding 90th day thereafter, subject to [Section 21(a)]; the amount set forth in [clause (B)] of the immediately preceding sentence shall be payable in accordance with [Section 21(a)]; and the amount set forth in [clause (C)] of the immediately preceding sentence shall be payable, if at all, on the later of the date six months after the date of Executive’s separation from service and the date when similar annual incentive awards under the Company’s Key Executive Incentive Bonus Plan, or if not then in effect, granted under any similar plan, (the “Plan) are paid to the other senior executives of the Company who have remained in its employ throughout such calendar year. For purposes of the foregoing, “Plan Award” shall mean that portion of Executive’s annual cash performance based incentive award opportunity, if any, granted under the Plan, that can be earned based on the achievement of Company performance goals, and “Non-Plan Award” shall mean that portion of Executive’s annual cash performance based incentive award opportunity, if any, that can be earned based on Executive’s achievement of individual performance goals (other than, for the avoidance of doubt, under the Company Long Term Incentive Plan) for the calendar year in which his employment terminates. Notwithstanding the foregoing, if Executive’s employment terminates in a termination described in this [Section 3.01] during a calendar year before the terms of annual award opportunities for such year shall have been established under the Plan or any other annual incentive program for the year of termination, then for purposes of this [Section 3.02] # his target Non-Plan Award for such year of termination shall be deemed to be his target Non-Plan Award for the immediately preceding calendar year, and # his Plan Award for such year of termination shall be determined by assuming the same dollar pay-out opportunities (expressed as a percentage of his then salary) as Executive had under his Plan Award for the immediately preceding calendar year, but with performance based on the Company performance goals established under the Plan for the year of termination. 3.03. In addition to the amounts described in [Section 3.02] above, Executive shall be entitled to receive: # until 18 months from the Date of Termination, Executive (and, to the extent applicable, Executive's dependents) shall continue to be covered, at the Company's expense, under the Company's medical, dental and hospitalization insurance plans and until 12 months from the Date of Termination, Executive shall continue to be covered, at the Company's expense, under the Company's group life and accidental death and dismemberment insurance plans; provided that if Executive is provided with comparable coverage by a successor employer any such coverage by the Company shall cease; # all payments to which Executive has vested rights as of the Date of Termination under any employee benefit, disability, insurance and similar plans which provide for payments beyond the period of employment; and # all unpaid amounts, as of the Date of Termination, in respect of any bonus for any calendar year ending before the calendar year in which the Date of Termination occurs, which would have been payable had Executive remained in the Company's employ until such bonus would have been paid.
Severance Payments. 3.01. Subject to [[Sections 6.04 and 6.05]5]]5] hereof, the Company shall pay Executive the amounts, and provide the benefits, described in this [Article 3] (the "Severance Payments") upon the termination of Executive's employment with the Company, unless such termination is by the Company for Cause, by reason of death or Permanent Disability of Executive, or by Executive without Good Reason. 3.02. In lieu of any further salary payments or bonuses to Executive for periods subsequent to the Date of Termination and in lieu of any severance benefit otherwise payable to Executive (except as provided for in the Company’s Long Term Incentive Plan), the Company shall pay to Executive # two times Executive’s Base Salary in effect immediately prior to the occurrence of the event or circumstance upon which the Notice of Termination is based, # an amount equal to Executive’s target Non-Plan Award for the calendar year in which hisher employment terminates, multiplied by a fraction (the “Applicable Fraction”), the numerator of which is the number of days in such calendar year Executive was an employee of the Company, and the denominator of which is 365, and # an amount equal to the payment, if any, that Executive would have been paid in respect of hisher Plan Award for the calendar year in which hisher employment terminates had Executive been employed by the Company for the entire calendar year, multiplied by the Applicable Fraction; provided, however, that the amount payable to Executive under [clauses (B) and (C)])] of this sentence shall not exceed, in the aggregate, the Applicable Fraction multiplied by the maximum aggregate annual incentive award that could have been payable to him her for the year in which hisher employment terminates had heshe been employed by the Company for the entire calendar year. Subject to the provisions of [[Sections 6.04 and 6.05]5]]5], the amount set forth in [clause (A)] of the immediately preceding sentence shall be payable in advance in 8 equal quarterly installments commencing with the Date of Termination and on each succeeding 90th day thereafter, subject to [Section 21(a)]; the amount set forth in [clause (B)] of the immediately preceding sentence shall be payable in accordance with [Section 21(a)]; and the amount set forth in [clause (C)] of the immediately preceding sentence shall be payable, if at all, on the later of the date six months after the date of Executive’s separation from service and the date when similar annual incentive awards under the Company’s Key Executive Incentive Bonus Plan, or if not then in effect, granted under any similar plan, (the “Plan) are paid to the other senior executives of the Company who have remained in its employ throughout such calendar year. For purposes of the foregoing, “Plan Award” shall mean that portion of Executive’s annual cash performance based incentivethe award opportunity, if any, granted under the Plan, that can be earned Plan (which award opportunity is intended, the extent applicable, qualify for the performance-based oncompensation exception under Section 162(m) of the achievement of Company performance goals,Code), and “Non-Plan Award” shall mean that portion of Executive’sany other annual cash performance based incentive award opportunity, if any, that can be earned based on Executive’s achievement of individual performance goalsopportunity or opportunities Executive (other than, for the avoidance of doubt, under the Company Long Term Incentive Plan) for the calendar year in which hisher employment terminates. Notwithstanding the foregoing, if Executive’s employment terminates in a termination described in this [Section 3.01] during a calendar year before the terms of annual award opportunities for such year shall have been established under the Plan or any other annual incentive program for the year of termination, then for purposes of this [Section 3.02] # hisher target Non-Plan Award for such year of termination shall be deemed to be hisher target Non-Plan Award for the immediately preceding calendar year, and # hisher Plan Award for such year of termination shall be determined by assuming the same dollar pay-out opportunities (expressed as a percentage of hisher then salary) as Executive had under hisher Plan Award for the immediately preceding calendar year, but with performance based on the Company performance goals established under the Plan for the year of termination. 3.03. In addition to the amounts described in [Section 3.02] above, Executive shall be entitled to receive: # until 18 months from the Date of Termination, Executive (and, to the extent applicable, Executive's dependents) shall continue to be covered, at the Company's expense, under the Company's medical, dental and hospitalization insurance plans and until 12 months from the Date of Termination, Executive shall continue to be covered, at the Company's expense, under the Company's group life and accidental death and dismemberment insurance plans; provided that if Executive is provided with comparable coverage by a successor employer any such coverage by the Company shall cease; # all payments to which Executive has vested rights as of the Date of Termination under any employee benefit, disability, insurance and similar plans which provide for payments beyond the period of employment; and # all unpaid amounts, as of the Date of Termination, in respect of any bonus for any calendar year ending before the calendar year in which the Date of Termination occurs, which would have been payable had Executive remained in the Company's employ until such bonus would have been paid.
AllDrafts is a cloud-based editor designed specifically for contracts. With automatic formatting, a massive clause library, smart redaction, and insanely easy templates, it’s a welcome change from Word.
And AllDrafts generates clean Word and PDF files from any draft.