Termination Upon Certain Events 16 16.2 Procedures.................................................................................16
Adjustments Upon Certain Events In the event of any change in the outstanding Shares by reason of any Share dividend or split, reorganization, recapitalization, merger, consolidation, amalgamation, spin-off or combination transaction or exchange of Shares or other similar events (collectively, an “Adjustment Event”), the Committee may, in its sole discretion, adjust any Shares or RSUs subject to this Agreement to reflect such Adjustment Event.
Payments Upon Certain Terminations (i) In the event of a termination of the Employee's employment Without Cause or a termination by the Employee of his employment for Good Reason, the Employer shall pay to the Employee (A) (1) the greater of (x) his Base Salary, if any, for the period from the Date of Termination through the last day of the Initial Term, provided that Employer may, at any time, pay to the Employee in a single lump sum an amount equal to the Base Salary remaining to be paid to the Employee as of the date of such lump sum payment and (y) an amount equal to one year's Base Salary, less (2) any amounts paid or to be paid to the Employee under the terms of any severance plan or program of Employer, if any, as in effect on the Date of Termination and (B) a Pro Rata Share of the Annual Bonus (as defined below). If the Employee's employment shall terminate and he is entitled to receive salary continuation payments under this Section 6(f)(i), and if the Employee obtains new employment, any salary continuation payments to which the Employee may be entitled pursuant to this Section 6(f)(i) shall be reduced or canceled to the extent that the Employee receives salary and other cash compensation from such employment. Any benefits payable to the Employee under any otherwise applicable plans, policies and practices of Employer shall not be limited by this provision.
(ii) If the Employee's employment shall terminate upon his death or Disability or if Employer shall terminate the Employee's employment for Cause, Employer shall pay the Employee his full Base Salary through the Date of Termination, plus, in the case of termination upon the Employee's death or Disability, a Pro Rata Share of the Annual Bonus. Any benefits payable to or in respect of the Employee under any otherwise applicable plans, policies and practices of the Employer shall not be limited by this provision.
(iii) For purposes of this Section 6, the "Pro Rata Share of the Annual Bonus" shall be calculated and paid as follows. If the Employee is terminated prior to July 1 of any year, the Pro Rata Share of the Annual Bonus (A) will be equal to the product of (1) the Annual Bonus, calculated assuming that 100% of the Operating Target is achieved in such year, and (2) a fraction equal to the number of full months in such year prior to the Date of Termination over 12, and (B) will be paid to the Employee within 30 days after the Date of Termination. If the Employee is terminated on or after July 1 of any year, the Pro Rata Share of the Annual Bonus (A) will be equal to the product of (1) the Annual Bonus, calculated based on the actual Operating Result for such year, and (2) a fraction equal to the number of full months in such year prior to the Date of Termination over 12, and (B) will be paid to the Employee within 90 days after the close of the year in respect of which the Pro Rata Share of the Annual Bonus is payable.
Certain Events If any event occurs of the type contemplated by the adjustment provisions of this Paragraph 4 but not expressly provided for by such provisions, the Company will give notice of such event as provided in Paragraph 4(g) hereof, and the Company's Board of Directors will make an appropriate adjustment in the Exercise Price and the number of shares of Common Stock acquirable upon exercise of this Warrant so that the rights of the holder shall be neither enhanced nor diminished by such event.
Compensation Upon Termination (i) If Executive's employment is terminated by the Company pursuant to subsection 5(f), or if Executive shall terminate his employment pursuant to subsection 5(d)(i), 5(d)(ii) or 5(d)(iii), then the Company shall pay to Executive, within 30 days of such termination (or, if there is a dispute regarding such termination, within 30 days of the date such dispute is resolved) the following amounts, and in lieu of any further salary and bonus or other incentive compensation payments to Executive for periods subsequent to the date of termination, an amount (the "Severance Payment") equal to the aggregate salary payments (based on the Base Salary in effect on the termination date) that would have been paid to Executive from the date of termination to the end of the Term then in effect, plus the bonus that would have been payable to Executive for the bonus year in which such termination occurs (which shall not be discounted to take into account present value), and the Executive shall be entitled to continue to participate in all Company Benefit Plans on the same basis as the Company's executive employees through the end of the fiscal year in which such termination occurs; provided, that if (A) (i) the period from the date of Executive's termination for reasons described in this Section 6(a)(i) to the end of the Term then in effect (the "Severance Period") is less than two years or (ii) the Company gives notice under Section 2 that the term will not be beyond the last year of the term then in effect (the last day of such term is referred to as the "Nonrenewal Date") and (B) Executive is not engaged in regular employment (whether as an employee or as a self-employed person) at the end of the Severance Period or at the Nonrenewal Date, then at the end of the Severance Period, or on the Nonrenewal Date as the case may be the Company shall begin making additional monthly severance payments ("Supplemental Severance Payments") to Executive (based on Executive's Base Salary at the time of termination, payable in arrears, pro rated for the months in which such payments begin and end and otherwise calculated and paid in accordance with the Company's payroll practices for its executive employees) until the earlier of (1) if clause (A)(i) of this proviso applies, the second anniversary of the date of such Executive's termination, or if clause (A)(ii) of this proviso applies, the first anniversary of the Nonrenewal Date and (2) the date that the Executive finds regular employment, whether as an employee or as a self-employed person, provided that the Company may at any time, in the discretion of the Company's chief executive officer, elect not to pay, or elect to discontinue payment of any, Supplemental Severance Payments, if at the time of such election, Xxxxxxx Xxxxxx is the Chief Executive Officer of the Company. If Xxxxxxx Xxxxxx is not then Chief Executive Officer, such election shall be made by Xxxxxxx X. Xxxxxxx so long as Vestar Equity Partners, L.P., together with its general partner and their respective affiliates, own, or have the power to vote or direct the voting of, shares of the capital stock of the Company sufficient to elect a majority of the Company's Board of Directors. The provision in clause (A)(ii) of the foregoing proviso relating to continuing payments after the Nonrenewal Date on account of the Company's failure to extend the Term shall not be applicable if Executive's employment is terminated prior to the Nonrenewal Date.
(ii) If Executive's employment terminates for any reason other than pursuant to subparagraph 5(f), 5(d)(i), 5(d)(ii) or 5(d)(iii), Executive shall receive compensation and benefits through the end of the calendar month in which termination occurs (or, if earlier, the end of the Term then in effect) and shall thereafter receive no other compensation or, except as required by law, any benefits of any kind whatsoever; it being understood that no bonus shall be payable for the year in which such termination occurs.
(iii) Any sums due pursuant to the provisions of this subsection 6(a) shall be reduced by any sums payable to Executive pursuant to any severance or termination pay program maintained by the Company.
(b) Executive shall not be required to mitigate the amount of any payment provided for in this Section 6 by seeking other employment or otherwise.
Alternative Calculations and Payment on Early Termination and on Certain Extraordinary Events If (a) an Early Termination Date (whether as a result of an Event of Default or a Termination Event) occurs or is designated with respect to the Transaction or (b) the Transaction is cancelled or terminated upon the occurrence of an Extraordinary Event (except as a result of (i) a Nationalization, Insolvency or Merger Event in which the consideration to be paid to holders of Shares consists solely of cash, (ii) a Merger Event or Tender Offer that is within Counterparty’s control, or (iii) an Event of Default in which Counterparty is the Defaulting Party or a Termination Event in which Counterparty is the Affected Party other than an Event of Default of the type described in Section 5(a)(iii), (v), (vi), (vii) or (viii) of the Agreement or a Termination Event of the type described in Section 5(b) of the Agreement, in each case that resulted from an event or events outside Counterparty’s control), and if Dealer would owe any amount to Counterparty pursuant to Section 6(d)(ii) of the Agreement or any Cancellation Amount pursuant to Article 12 of the Equity Definitions (any such amount, a “Payment Obligation”), then Dealer shall satisfy the Payment Obligation by the Share Termination Alternative (as defined below), unless (a) Counterparty gives irrevocable telephonic notice to Dealer, confirmed in writing within one Scheduled Trading Day, no later than 12:00 p.m. (New York City time) on the Merger Date, Tender Offer Date, Announcement Date (in the case of a Nationalization, Insolvency or Delisting), Early Termination Date or date of cancellation, as applicable, of its election that the Share Termination Alternative shall not apply, (b) Counterparty remakes the representation set forth in Section 8(f) as of the date of such election and (c) Dealer agrees, in its sole discretion, to such election, in which case the provisions of Section 12.7 or Section 12.9 of the Equity Definitions, or the provisions of Section 6(d)(ii) of the Agreement, as the case may be, shall apply.
Action Upon Termination From and after the effective date of termination of this Agreement, pursuant to Sections 13 or 15 of this Agreement, the Manager shall not be entitled to compensation for further services under this Agreement, but shall be paid all compensation accruing to the date of termination and, if terminated pursuant to Section 13(a) or Section 15(b), the applicable Termination Fee. Upon such termination, the Manager shall forthwith:
(i) after deducting any accrued compensation and reimbursement for its expenses to which it is then entitled, pay over to the Company or a Subsidiary all money collected and held for the account of the Company or a Subsidiary pursuant to this Agreement;
(ii) deliver to the Board of Directors a full accounting, including a statement showing all payments collected by it and a statement of all money held by it, covering the period following the date of the last accounting furnished to the Board of Directors with respect to the Company or a Subsidiary; and
(iii) deliver to the Board of Directors all property and documents of the Company or any Subsidiary then in the custody of the Manager.
Termination Upon Change of Control Notwithstanding anything to the contrary herein, this Agreement (excluding any then-existing obligations) shall terminate upon (a) the acquisition of the Company by another entity by means of any transaction or series of related transactions to which the Company is party (including, without limitation, any stock acquisition, reorganization, merger or consolidation but excluding any sale of stock for capital raising purposes) other than a transaction or series of transactions in which the holders of the voting securities of the Company outstanding immediately prior to such transaction continue to retain (either by such voting securities remaining outstanding or by such voting securities being converted into voting securities of the surviving entity), as a result of shares in the Company held by such holders prior to such transaction, at least fifty percent (50%) of the total voting power represented by the voting securities of the Corporation or such surviving entity outstanding immediately after such transaction or series of transactions; or (b) a sale, lease or other conveyance of all substantially all of the assets of the Company.
Acceleration Upon Change in Control This Option shall become immediately fully exercisable in the event that, prior to the termination of the Option pursuant to Section 6 hereof, and during the Optionee’ s Continuous Service, there is a Change in Control.
Termination Upon Change in Control In the event that Executive’s employment is terminated following a Change in Control, the following provisions shall apply:
(a) Upon the occurrence of a Triggering Event:
(1) the Employer shall pay all Accrued Obligations to Executive in a lump sum in cash within twenty (20) days after the Termination Date or on such earlier date required by law;
(2) the Employer shall pay to Executive a lump sum severance benefit in cash on the first payroll date following sixty (60) days after the Termination Date, which will be in addition to any other compensation or remuneration to which Executive is or becomes entitled to receive from the Employer, in an amount equal to the sum of (i) two (2) times Executive’s Annual Bonus (as defined below) plus (ii) two (2) times Executive’s Base Pay as in effect on the date of the Triggering Event or on the date on which the Change of Control occurs, whichever is higher;
(3) the Employer shall pay or reimburse the cost of health, disability and accidental death, and dismemberment insurance in an amount not less than that provided at the time of the Triggering Event or, if greater, on the date on which the Change in Control occurred, until the earlier of (x) in the event that Executive shall become employed by another employer after a Triggering Event, the date on which Executive shall be eligible to receive benefits from such employer which are substantially equivalent to or greater than the benefits Executive and Executive’s family received from Company or (y) the second anniversary of the date of the Triggering Event. Any reimbursement under this Section 4.3.4(a)(3) that is taxable to Executive or any of his Family Members shall be made (subject to the provisions of such health care plans that may require earlier payment) by December 31 of the calendar year following the calendar year in which Executive or such Family Member incurred the expense; and
(4) the Employer shall provide Executive, at Employer’s expense, with outplacement services and support, the scope and provider of which will be selected by Executive, for a period of one (1) year following the date of the Triggering Event.