Exhibit 10.1
AMENDED and RESTATED EMPLOYMENT AGREEMENT
THIS AMENDED AND RESTATED EMPLOYMENT
AGREEMENT (“AGREEMENT”), dated as of November 28,
2007 (the “EFFECTIVE DATE”), by and among US AIRWAYS
GROUP, INC., a Delaware corporation (“GROUP”), US
AIRWAYS, INC., a Delaware corporation and a wholly-owned subsidiary
of Group (“AIRWAYS”, and, together with Group,
“EMPLOYERS” and individually, an
“EMPLOYER”), and W. DOUGLAS PARKER
(“PARKER”).
WHEREAS, Parker is currently serving
as Chairman and Chief Executive Officer of Group and Airways;
WHEREAS, the Employers and Parker
initially formalized the terms of the employment relationship in
this Agreement effective February 24, 2004;
WHEREAS, the Employers and Parker
desire to amend the Agreement in order to extend the term of the
Agreement as well as to bring the Agreement into compliance with
Section 409A of the Internal Revenue Code of 1986, as amended,
and to make certain other changes;
WHEREAS, the Employers and Parker
wish to formalize such extension and revisions to the
Agreement.
NOW, THEREFORE, in consideration of
the mutual covenants and agreements contained herein, and for other
valuable consideration, the receipt and adequacy of which are
hereby acknowledged, the parties hereto agree as follows:
ARTICLE 1
DEFINITIONS AND INTERPRETATIONS
For
purposes of this Agreement, except as otherwise expressly provided
or unless the context otherwise requires, the following terms shall
have the following respective meanings:
“ACCOUNTING FIRM” shall
have the meaning specified in Section 4.6(a).
“ADMINISTRATOR” shall
have the meaning specified in Section 6.1.
“ANNUAL AWARD” shall have
the meaning specified in Section 3.2.
“ARBITRATORS” shall have
the meaning specified in Section 6.1.
“BASE SALARY” shall have
the meaning specified in Section 3.1.
“BOARD” shall mean the
Board of Directors of Group.
“CEO” shall mean, when
used with reference to any Constituent Company, the chief executive
officer of such Constituent Company.
“CHAIRMAN” shall mean,
when used with reference to any Constituent Company, the Chairman
of the board of directors of such Constituent Company.
Subject to the terms of
Section 7.8(a) below, “CHANGE IN CONTROL” shall
occur on the first date after the Effective Date that any of the
following occur:
(i) Within
any 12-month period, the individuals who constitute the Board at
the beginning of such period (the “Incumbent Board”)
cease for any reason to constitute at least a majority of the
Board; provided, however, that any individual becoming a
director subsequent to the Effective Date whose election, or
nomination for election by Group’ stockholders, was approved
by a vote of at least two-thirds of the directors then comprising
the Incumbent Board shall be considered as though such individual
were a member of the Incumbent Board; or
(ii) any
individual, entity or group (within the meaning of
Section 13(d)(3) or 14(d)(2) of the Exchange Act), other than
the Employers, acquires (directly or indirectly) the beneficial
ownership (within the meaning of Rule 13d-3 promulgated under
the Exchange Act) of more than 50% of the combined voting power of
the then outstanding voting securities of Group or Airways entitled
to vote generally in the election of directors (“Voting
Power”); or
(iii) Group
or Airways shall consummate a merger, consolidation or
reorganization of Group or Airways or any other similar transaction
or series of related transactions (collectively, a
“Transaction”) other than (A) a Transaction in
which the voting securities of Group or Airways outstanding
immediately prior thereto become (by operation of law), or are
converted into or exchanged for, voting securities of the surviving
corporation or its parent corporation immediately after such
Transaction that are owned by the same person or entity or persons
or entities as immediately prior thereto and possess at least 50%
of the Voting Power held by the voting securities of the surviving
corporation or its parent corporation, or (B) a Transaction
effected to implement a recapitalization of Group or Airways (or
similar transaction) in which no person (excluding Group or Airways
or any person who held more than 50% of the Voting Power
immediately prior to such Transaction) acquires more than 50% of
the Voting Power; or
(iv) Group
or Airways shall sell or otherwise dispose of, or consummate a
transaction or series of related transactions providing for the
sale or other disposition of, all or substantially all of the stock
or assets of Airways or shall enter into a plan for the complete
liquidation of either Group or Airways.
“COBRA” shall mean the
Consolidated Omnibus Budget Reconciliation Act of 1985, as
amended.
“CODE” shall mean the
Internal Revenue Code of 1986, as amended, and the regulations
promulgated thereunder as in effect from time to time.
“CONFIDENTIAL
INFORMATION” shall have the meaning specified in
Section 5.1(a).
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“CONSTITUENT COMPANIES”
shall mean, collectively, Group and Airways and all other direct or
indirect subsidiaries of Group.
“DISABILITY” shall mean a
physical or mental condition of Parker that, in the good faith
judgment of not less than a majority of the entire membership of
the Board, based upon certification by a licensed physician
reasonably acceptable to Parker and the Board, (i) prevents
Parker from being able to perform the essential functions of the
services required under this Agreement, (ii) has continued for
a period of at least six months during any period of twelve
consecutive months and (iii) is expected to continue.
“DISPUTE” shall have the
meaning specified in Section 6.1.
“EMPLOYMENT PERIOD” shall
mean the period commencing on the Effective Date and ending on the
Expiration Date; provided, however, that if either Group or Parker
gives a Notice of Termination pursuant to Section 4.1 or 4.2,
then the Employment Period shall not extend beyond the relevant
Termination Date.
“EXCHANGE ACT” shall mean
the Securities Exchange Act of 1934, as amended.
“EXCISE TAX” shall have
the meaning specified in Section 4.6.
“EXPIRATION DATE” shall
mean December 31, 2011; provided, however, that commencing on
January 1, 2011 and on each January 1 thereafter, the Expiration
Date shall automatically be extended one additional year unless,
not later than the September 30 prior to such January 1,
either party shall give written notice to the other party that the
Expiration Date shall cease to be so extended.
“GROSS-UP PAYMENT” shall
have the meaning specified in Section 4.6.
“GOOD REASON” shall mean
any of the following actions or failures to act, but in each case
only if it occurs during the Employment Period and then only if it
is not consented to by Parker in writing:
(i) a
material diminution by an Employer in the nature or scope of
Parker’s applicable titles, positions, functions, duties or
responsibilities described in Section 2.2, including any
change which would alter Parker’s reporting responsibilities
described in Section 2.2; provided, however, that each such
alteration shall cease to be a Good Reason on the date that is
180 days after the occurrence of such alteration unless, prior
to such date, Parker gives a Notice of Termination pursuant to
Section 4.1 on account of such alteration;
(ii) the
failure of an Employer to perform any of its obligations under this
Agreement in any material regard, including without
limitation:
(A) a failure to perform an
obligation under Section 3 hereof,
(B) the failure of an Employer to
obtain any assumption agreement required by
Section 7.5(a),
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(C) the failure of an Employer to
elect or re-elect, or to appoint or re-appoint, Parker to the
applicable offices described in paragraphs (a) or (b) of
Section 2.2, or
(D) the failure of Parker to be
elected or appointed, or to be re-elected or re-appointed, as
Chairman of either Employer as contemplated by
Section 2.2,
but only
if such failure shall continue unremedied for more than
30 days after written notice detailing such failure is given
by Parker to Group;
(iii) the
relocation of the principal executive offices of an Employer
outside the greater Phoenix, Arizona metropolitan area or an
Employer’s requiring Parker to be based other than at such
principal executive offices; provided, however, that such
relocation shall cease to be a Good Reason on the date that is
180 days after the occurrence of such relocation unless, prior
to such date, Parker gives a Notice of Termination pursuant to
Section 4.1 on account of such relocation;
“INCENTIVE EQUITY PLANS”
shall mean the America West 1994 Incentive Equity Plan, the America
West 2002 Incentive Equity Plan, and the US Airways Group, Inc.
2005 Equity Incentive Plan, as amended from time to time, or any
successor and future equity-based plans.
“LTIP” shall mean the
America West Airlines Performance-Based Award Plan, which became
effective as of January 1, 2003; the US Airways Group, Inc.
Performance-Based Award Plan, which became effective as of
November 2, 2005; the US Airways Group, Inc. 2007
Performance-Based Award Program, which became effective
March 26, 2007; or any successor and future long-term cash
incentive programs.
Subject to the terms of
Section 7.8(a) below, “MISCONDUCT” shall mean one
or more of the following:
(i) the
willful and continued failure by Parker to perform his duties
described in Section 2.2 (other than any such failure
resulting from Parker’s incapacity due to physical or mental
illness) after written notice of such failure has been given to
Parker by Group and Parker has had a reasonable period (but not
more than 60 days) after receipt of such notice to correct
such failure;
(ii) the
willful commission by Parker of any act that is both dishonest and
demonstrably injurious to any Constituent Company (monetarily or
otherwise) in any material respect;
(iii) the
conviction of Parker for a felony offense involving moral
turpitude; or
(iv) a
material breach by Parker of any of the covenants set forth in this
Agreement (other than Section 2.2), but only if such breach
shall continue unremedied for more than 15 days after written
notice thereof is given to Parker by Group.
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“NOTICE OF TERMINATION”
shall mean a notice terminating Parker’s employment in
accordance with Section 4.1 or 4.2.
“PAYMENT” shall have the
meaning specified in Section 4.6.
“PERSON” shall mean and
include an individual, a partnership, a joint venture, a
corporation, a trust and an unincorporated organization.
“RESTRICTED PERIOD” shall
have the meaning specified in Section 5.2(a).
“SECURITIES ACT” shall
mean the Securities Act of 1933, as amended.
“TERMINATION” or
“TERMINATED” means the termination of Parker’s
employment that constitutes a “separation from service”
within the meaning of the default rules of Section 409A of the
Code.
“TERMINATION DATE” shall
mean either the Termination date specified in a Notice of
Termination delivered in accordance with Section 4.1 or 4.2 or
the Expiration Date, as applicable.
“UNDERPAYMENT” shall have
the meaning specified in Section 4.6(a).
(a) In
this Agreement, unless a clear contrary intention appears, the
words “herein,” “hereof” and
“hereunder” and other words of similar import refer to
this Agreement as a whole and not to any particular Article,
Section or other subdivision, (ii) reference to any Article or
Section means such Article or Section hereof, (iii) the words
“including” (and with correlative meaning
“include”) means including, without limiting the
generality of any description preceding such term, and
(iv) where any provision of this Agreement refers to action to
be taken by any party, or which such party is prohibited from
taking, such provision shall be applicable whether such action is
taken directly or indirectly by such party.
(b) The
Article and Section headings herein are for convenience only and
shall not affect the construction hereof.
(c) No
provision of this Agreement shall be interpreted or construed
against any party solely because that party or its legal
representative drafted such provision.
ARTICLE 2
EMPLOYMENT; TERM; POSITIONS AND DUTIES
Each
Employer hereby employs Parker in the executive capacities set
forth herein and Parker hereby accepts employment by each Employer,
in each case on the terms and conditions, and for the
consideration, set forth in this Agreement. Parker’s
employment
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hereunder shall commence on the Effective Date and shall terminate
on the Expiration Date, unless earlier Terminated as provided in
Article 4.
(a) While
employed hereunder, Parker shall serve as Chairman and CEO of Group
and shall have and may exercise all of the powers, functions,
duties and responsibilities normally attributable to such
positions, including such powers, duties and responsibilities as
are set forth with respect to such positions in the certificate of
incorporation and bylaws (as from time to time in effect) of
Group.
(b) While
employed hereunder, Parker shall serve as Chairman and CEO of
Airways and shall have and may exercise all of the powers,
functions, duties and responsibilities normally attributable to
such position, including such powers, duties and responsibilities
as are set forth with respect to such position in the certificate
of incorporation and bylaws (as from time to time in effect) of
Airways.
(c) Parker
shall have such additional duties and responsibilities commensurate
with the positions referred to above as from time to time may be
reasonably assigned to him by the Board.
(d) While
employed hereunder, Parker shall report directly and exclusively to
the Board and shall observe and comply with all lawful policies,
directions and instructions of the Board that are consistent with
paragraphs (a), (b) and (c) above. Parker acknowledges
and agrees that the obligation to respond to inquiries and requests
made by duly appointed committees of the Board is within the scope
of his responsibilities as Chairman and CEO.
(e) During
the Employment Period, the president, the chief operating officer,
the chief financial officer, the chief legal officer, the chief
marketing officer, the chief public affairs officer of each of
Airways and Group, respectively, and such other officers as the
Board and Parker shall mutually agree, shall report directly to
Parker or to such other executive officer as Parker may
designate.
(f) The
Employers agree to use their best efforts to cause Parker to be
elected or appointed, or re-elected or re-appointed, as Chairman of
each Employer at all times during the Employment Period.
(g) While
employed hereunder, Parker agrees to devote substantially all of
his business time, attention, skill and efforts to the faithful and
efficient performance of his duties hereunder as Chairman and CEO
of Group and as Chairman and CEO of Airways; provided, however,
that Parker may engage in the following activities so long as they
do not interfere in any material respect with the performance of
Parker’s duties and responsibilities hereunder:
(i) serve on corporate boards or committees with respect to
which the Board shall have given its prior approval, which approval
shall not be unreasonably withheld, (ii) serve on civic or
charitable boards or committees, (iii) engage in community affairs
or charitable endeavors, (iv) manage his personal finances,
investments and other matters, and (v) deliver lectures,
fulfill speaking engagements or teach on a part-time basis at
educational institutions.
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Parker’s
place of employment hereunder shall be at Group’s principal
executive offices.
ARTICLE 3
COMPENSATION AND BENEFITS
(a) For
services rendered by Parker under this Agreement, Employers shall
pay to Parker an annual cash base salary in the amount of $550,000
(as increased from time to time under paragraph (b) below, the
“BASE SALARY”), effective from and after the Effective
Date and for the remainder of his employment hereunder. The Base
Salary shall be payable as earned during the Employment Period at
such time and in such manner consistent with the Employer’s
payroll practices for other senior executives.
(b) The
Base Salary shall be reviewed at least annually at such time or
times as the salaries of other senior executives of the Employers
as a group are reviewed, and may be increased, but not decreased,
by the Compensation and Human Resources Committee of the Board (or
such other committee as may be appointed by the Board with such
authority) at any time or from time to time as such committee may
deem appropriate.
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3.2 |
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INCENTIVE COMPENSATION AWARDS |
(a) With
respect to each full or partial fiscal year occurring during the
Employment Period, beginning with the fiscal year ending
December 31, 2007, Parker shall be eligible to receive in
addition to the Base Salary an annual incentive compensation award
(the “ANNUAL AWARD”) for services rendered during such
full or partial fiscal year, subject to the terms and conditions of
the Employers’ annual incentive compensation plan as in
effect from time to time. The amount of the Annual Award, if any,
with respect to any fiscal year shall be based upon performance
targets and award levels determined, in consultation with Parker,
by and in the sole discretion of the Board, the Compensation and
Human Resources Committee or such other committee as may be
appointed by the Board with such authority, in accordance with the
Employers’ annual incentive compensation plan as in effect
from time to time; provided, however, that for each fiscal year the
target award levels with respect to Parker shall be established in
such a manner as to provide Parker with the opportunity to earn an
Annual Award of at least 80% of his Base Salary, assuming
performance at the target level, and a maximum Annual Award
opportunity of 160% of his Base Salary, assuming performance at an
extraordinary level in excess of the target level, for such fiscal
year (pro rated for any partial fiscal year). Annual Awards shall
be paid in, and on or before March 15 th , of the
calendar year following the calendar year to which the Annual Award
relates, unless otherwise deferred in accordance with the terms of
the Employers’ deferred compensation plans.
(b) With
respect to the LTIP, the parties acknowledge and agree that during
the Employment Period, Parker will participate in each
“Performance Cycle” and “Transition Performance
Cycle,” as such terms are defined in the LTIP, that commences
under the LTIP at
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the
award level applicable to the Chief Executive Officer of Group or
Airways, as applicable. Except as otherwise expressly set forth in
this Agreement, the terms of Parker’s awards under the LTIP
will be governed in accordance with the terms of the LTIP, as in
effect from time to time.
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3.3 |
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STOCK INCENTIVE AWARDS |
Parker
shall be granted equity-based incentive awards, including stock
options, stock appreciation rights and restricted stock units,
commensurate with his status as the most senior executive officer
of the Employers pursuant to the Incentive Equity Plans, at such
time or times as equity-based incentive grants are made to other
senior executives of the Employers as a group (but excluding
special grants associated with or attributable to new hires,
promotions and other individual retention decisions). Parker
acknowledges that the decision to make such awards to senior
executives of the Employers generally shall be made by and in the
sole discretion of the Compensation and Human Resources Committee,
or such other committee as may be appointed by the Board with such
authority.
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3.4 |
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OTHER INCENTIVE COMPENSATION AND BENEFITS |
In
addition to the incentive and equity compensation that Parker
becomes entitled to receive under Sections 3.2 and 3.3 above,
Parker shall be granted additional grants of equity compensation
and other annual and long-term incentive compensation, commensurate
with his status as the most senior executive officer of the
Employers at such time or times as such awards are made to other
senior executives of the Employers as a group (but excluding
special grants associated with or attributable to new hires,
promotions and other individual retention decisions). Parker
acknowledges that the decision to make such grants or awards to
senior executives of the Employers shall be made by and in the sole
discretion of the Compensation and Human Resources Committee, or
such other committee as may be appointed by the Board with such
authority.
During
the Employment Period, Employers agree to maintain, at all times
and without premium cost to Parker, a term life insurance policy on
the life of Parker in the amount of $2 million, the proceeds
of which, in the event of Parker’s death, shall be payable to
one or more beneficiaries designated by Parker or, in the absence
of any such designation, to his estate. Such policy shall be issued
by a solvent insurance company reasonably acceptable to
Parker.
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3.6 |
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OFFICE SPACE; STAFFING; SERVICES |
During
the Employment Period, Employers shall provide Parker with office
space, secretarial and other support staff and administrative
services necessary to enable Parker to perform his duties and
responsibilities under this Agreement and as appropriate for a
senior executive of Parker’s status.
Each
Employer shall, in accordance with the rules and policies that it
may establish from time to time for senior executives, reimburse
Parker (without duplication) for
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business
expenses reasonably incurred in the performance of Parker’s
duties hereunder. It is understood that Parker is authorized to
incur reasonable business expenses for promoting the businesses and
reputations of the Constituent Companies, including reasonable
expenditures for travel, lodging, meals and client and/or business
associate entertainment. Requests for reimbursement for such
expenses must be accompanied by appropriate documentation.
Reimbursement shall be made as soon as practicable after a request
for reimbursement is received by an Employer, but in no event later
than the last day of the calendar year next following the calendar
year in which the expense is incurred.
Parker
shall be entitled to receive all benefits and other perquisites
that may be offered by the Employers to their senior executives as
a group, including, (i) participation in the various employee
benefit plans or programs provided to senior executives of
Employers in general (including life insurance and disability
insurance programs), subject to meeting the eligibility
requirements with respect to each of such benefit plans or
programs, (ii) tax/financial planning assistance,
(iii) on-line and interline, positive space travel privileges,
(iv) participation in Employers’ severance payment
policies or plans for executives in general, provided that the form
and timing of any payment of such severance shall be that as set
forth herein and not in any other such policy or plan unless such
policy or plan specifically (citing this Section and
Section 7.8 hereof) provides otherwise, and
(v) participation in Employers’ retiree medical
insurance programs, subject to meeting the eligibility requirements
of such programs. In addition, the Employers shall reimburse Parker
for membership fees and dues for up to two (2) clubs that
Parker may choose to join, in his sole discretion. However, nothing
in this Section 3.8 shall be deemed to prohibit Employers from
making any changes in any of the plans, programs or benefits
described herein, provided the change similarly affects all senior
executives of Employers.
Reimbursement
of club membership fees and dues shall be made as soon as
practicable after the request (accompanied by appropriate
documentation) for reimbursement is received by the Employers, but
in no event later than the last day of the calendar year next
following the calendar year in which the fees and dues are
incurred. Except as provided in Article 4, the benefits
described in the preceding paragraph shall only be provided during
the Employment Period, except with respect to the benefit described
in clause (v), which shall be provided following the expiration of
the Employment Period, subject to the terms of such programs and
Parker meeting the eligibility requirements of such programs.
Group
shall pay, or reimburse Parker for, reasonable attorneys’
fees and associated costs incurred by Parker in connection with the
negotiation and execution of this Agreement and in connection with
any amendment to this Agreement during the Employment Period.
Reimbursement shall be made as soon as practicable after a request
(accompanied by appropriate documentation) for reimbursement is
received by Group, but in no event later than the last day of the
calendar year next following the calendar year in which the fees
and costs are incurred.
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In no
event shall Parker be entitled to receive any additional
compensation for serving as a director of any Constituent Company
during the Employment Period.
ARTICLE 4
CHANGE
IN CONTROL AND TERMINATION OF EMPLOYMENT
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4.1 |
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TERMINATION BY PARKER |
Parker
may, at any time prior to the Expiration Date, terminate his
employment hereunder for any reason by delivering a Notice of
Termination to the Board. Any such Notice of Termination shall
specify a Termination Date not less than 30 or more than
60 days after the date such notice is given; provided,
however, that if the Notice of Termination purports to terminate
Parker’s employment for Good Reason, it shall set forth in
reasonable detail the reason for such Termination and the facts and
circumstances claimed to provide a basis for such Termination, and
shall specify a Termination Date (subject to any applicable periods
during which Group may cure the circumstances of the alleged Good
Reason event) not less than 5 or more than 30 days after the
date such notice is given.
Group
may, at any time prior to the Expiration Date, terminate
Parker’s employment hereunder for any reason by delivering a
Notice of Termination to Parker; provided, however, that in no
event shall Group be entitled to terminate Parker’s
employment hereunder prior to the Expiration Date unless
(i) the Board shall duly adopt, by the affirmative vote of at
least a majority of the entire membership of the Board (other than
Parker) at a duly convened meeting at which a quorum is present, a
resolution authorizing such Termination, and (ii) Parker shall
have been offered an opportunity to address the Board at such
meeting (or at a prior meeting at which his proposed Termination is
discussed) before any such resolution is finally adopted. Any such
Notice of Termination delivered under this Section 4.2 shall
specify a Termination Date, which may be immediate or may be up to
60 days after the date such notice is given. If the Notice of
Termination purports to terminate Parker’s employment for
Misconduct, it shall set forth in reasonable detail the reason for
such Termination and the facts and circumstances claimed to provide
a basis for such Termination, and shall specify as the Termination
Date the date such notice is given (subject to any applicable
periods during which Parker may cure the circumstances of the
alleged Misconduct) or any subsequent date up to the date
30 days after the date such notice is given.
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4.3 |
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PAYMENT OF ACCRUED BASE SALARY, VACATION PAY, ETC. |
Promptly
upon the Termination of Parker’s employment hereunder for any
reason, including Parker’s death, Misconduct or Disability,
Employers shall pay to Parker a lump sum amount for (i) any unpaid
Base Salary earned hereunder prior to the Termination Date,
(ii) all unused vacation time accrued by Parker as of the
Termination Date in accordance with Employers’ vacation
policies for senior executives, (iii) all unpaid benefits
earned by Parker as of the Termination Date under any and all
incentive compensation plans or programs of
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Employers, (iv) all amounts owing to Parker under
Section 3.7 and (v) any additional amounts or benefits
which may be required to be paid in a lump sum by applicable law or
under the terms of the applicable plans. Amounts described in
clauses (i), (ii) and (iv) above shall be paid in a lump
sum within 30 days following Parker’s Termination Date.
Amounts described in clauses (iii) and (v) above shall be paid
in accordance with Section 4.4(g) hereof.
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4.4 |
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OTHER TERMINATION BENEFITS AND PRIVILEGES |
The
following provisions shall apply to (i) any Termination by
Parker of his employment hereunder for any reason within
24 months following the date of a Change in Control,
(ii) any Termination by Parker of his employment hereunder for
Good Reason, (iii) any Termination by Group of Parker’s
employment hereunder for any reason other than Parker’s
Misconduct, (iv) any Termination of Parker’s employment
hereunder upon the Expiration Date following the delivery to Parker
by an Employer of written notice that the Expiration Date will not
be extended, (v) any Termination of Parker’s employment
hereunder on account of his Disability, or (vi) any
Termination of Parker’s employment hereunder on account of
his death:
(a) SEVERANCE
PAYMENT. In the event the Termination is described in clause (i),
(ii) or (iii) above, Employers shall pay to Parker a severance
payment (in cash or other immediately available funds) in an amount
equal to two times the sum of (A) Parker’s current Base
Salary plus (B) the greater of (I) the average Annual
Award paid or payable to Parker with respect to the three calendar
years ending immediately prior to the year in which the Termination
Date occurs and (II) the target level Annual Award for the year in
which the Termination Date occurs. In the event the Termination is
described in clause (iv) or (v) above, Employers promptly
shall pay to Parker a severance payment (in cash or other
immediately available funds) in an amount equal to the sum of
(A) Parker’s current Base Salary plus (B) the
greater of (I) the average Annual Award paid or payable to
Parker with respect to the three calendar years ending immediately
prior to the year in which the Termination Date occurs and
(II) the target level Annual Award for the year in which the
Termination Date occurs. In the event the Termination is described
in clause (vi) above, no severance payment will be payable.
All severance payments shall be paid as provided in paragraph
(g) below.
(b) STOCK
OPTIONS, STOCK APPRECIATION RIGHTS ETC. In the event the
Termination is described in clause (i), (ii), (iii), (v) or
(vi) above, all outstanding stock options, stock appreciation
rights, restricted stock units and other awards, including, without
limitation, any long term incentive awards, held by Parker pursuant
to the provisions of the Incentive Equity Plans and any other plan
in which Parker participates pursuant to Section 3.4
shal
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