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Exhibit
10.2
Kilroy Realty
Corporation
Employment Agreement
– Steven R. Scott
Kilroy Realty
Corporation
Employment Agreement for
Steven R. Scott
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Page |
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1.
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Employment |
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1 |
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2.
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Term |
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1 |
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3.
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Offices and Duties |
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2 |
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(a) |
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Generally |
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2 |
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(b) |
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Devotion
of Time and Effort |
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2 |
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(c) |
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Place of
Employment |
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2 |
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4.
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Salary and Annual Incentive Compensation |
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2 |
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(a) |
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Base
Salary |
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2 |
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(b) |
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Annual
Incentive Compensation |
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3 |
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5.
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Long-Term Compensation, Benefits, Deferred Compensation, and
Expense Reimbursement |
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3 |
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(a) |
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Executive
Compensation Plans |
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3 |
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(b) |
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Employee
and Executive Benefit Plans |
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3 |
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(c) |
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Deferral
of Compensation |
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4 |
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(d) |
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Reimbursement of Expenses |
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4 |
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(e) |
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Office,
Staff and Equipment |
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4 |
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(f) |
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Company
Registration Obligations |
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4 |
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(g) |
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Limitations Under Code Section 409A |
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4 |
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6.
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Termination Due to Retirement, Death, or Disability |
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5 |
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(a) |
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Retirement |
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5 |
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(b) |
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Death |
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6 |
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(c) |
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Disability |
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7 |
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(d) |
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Other
Terms of Payment Following Retirement, Death, or
Disability |
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8 |
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7.
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Termination of Employment For Reasons Other Than Retirement,
Death, or Disability |
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8 |
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(a) |
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Termination by the Company for Cause |
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8 |
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(b) |
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Termination by Executive Other Than For Good Reason |
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9 |
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(c) |
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Termination by the Company Without Cause |
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9 |
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(d) |
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Termination by Executive for Good Reason |
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10 |
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(e) |
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Other
Terms Relating to Certain Terminations of Employment |
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10 |
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8.
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Definitions Relating to Termination Events |
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11 |
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(a) |
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“Annual Incentives” |
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11 |
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(b) |
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“Cause” |
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11 |
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(c) |
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“Change in Control” |
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11 |
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(d) |
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“Compensation Accrued at Termination” |
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13 |
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(e) |
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“Disability” |
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13 |
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(f) |
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“Good Reason” |
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13 |
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(g) |
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“Partial Year Bonus” |
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14 |
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(h) |
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Intentionally omitted |
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14 |
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(i) |
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“Reasonably Anticipated Performance” |
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14 |
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(j) |
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“Severance Period.” |
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15 |
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9.
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Payment of Financial Obligations |
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15 |
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10.
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Rabbi Trust Obligation; Excise Tax-Related
Provisions |
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15 |
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(a) |
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Rabbi
Trust Funding |
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15 |
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(b) |
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Reduction
of Payments If Excise Tax Would Apply |
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15 |
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11.
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Non-Competition and Non-Disclosure; Executive Cooperation;
Non-Disparagement |
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16 |
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(a) |
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Noncompetition Agreement |
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16 |
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(b) |
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Non-Solicitation |
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16 |
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(c) |
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Non-Disclosure; Ownership of Work |
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16 |
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(d) |
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Cooperation With Regard to Litigation |
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17 |
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(e) |
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Non-Disparagement |
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17 |
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(f) |
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Release
of Employment Claims |
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17 |
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(g) |
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Forfeiture of Outstanding Options and Other Equity
Awards |
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17 |
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(h) |
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Survival |
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18 |
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(i) |
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Remedies |
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18 |
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12.
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Governing Law; Disputes; Arbitration |
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19 |
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(a) |
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Governing
Law |
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19 |
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(b) |
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Reimbursement of Expenses in Enforcing Rights |
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19 |
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(c) |
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Arbitration |
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19 |
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(d) |
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Interest
on Unpaid Amounts |
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20 |
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(e) |
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LIMITATION ON LIABILITIES |
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20 |
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(f) |
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WAIVER OF
JURY TRIAL |
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20 |
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13.
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Miscellaneous |
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21 |
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(a) |
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Integration |
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21 |
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(b) |
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Successors; Transferability |
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21 |
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(c) |
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Beneficiaries |
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21 |
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(d) |
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Notices |
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21 |
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(e) |
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Reformation |
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22 |
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(f) |
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Headings |
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22 |
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(g) |
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No
General Waivers |
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22 |
ii
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(h) |
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No
Obligation To Mitigate |
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23 |
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(i) |
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Offsets;
Withholding |
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23 |
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(j) |
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Successors and Assigns |
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23 |
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(k) |
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Counterparts |
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23 |
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(l) |
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Due
Authority and Execution |
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23 |
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(m) |
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Representations of Executive |
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23 |
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14.
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D&O Insurance. |
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24 |
iii
Kilroy Realty
Corporation
Employment Agreement for
Steven R. Scott
THIS EMPLOYMENT AGREEMENT by
and between KILROY REALTY CORPORATION, a Maryland corporation (the
“Company”), Kilroy Realty, L.P., a Delaware limited
partnership (the “Operating Partnership”) and Steven R.
Scott. (“Executive”) is effective as of
, 2007 (the “Effective Date”). This Employment
Agreement (the “Agreement”) supersedes and replaces in
its entirety Executive’s Employment Letter Agreement, dated
as of March 13, 2000, with the Company and Operating
Partnership (the “Prior Employment Agreement”). Rights
and obligations of the parties for periods prior to the Effective
Date, and any related remedies, shall remain subject to the terms
of the Prior Employment Agreement, which shall remain enforceable
for that purpose.
W I T N E S S E T
H
WHEREAS, the Company desires
to continue to employ Executive as Senior Vice President, San Diego
of the Company, and Executive desires to continue in such
employment on the terms and conditions herein set forth.
NOW, THEREFORE, in
consideration of the foregoing, the mutual covenants contained
herein, and other good and valuable consideration, the receipt and
adequacy of which the Company and Executive each hereby
acknowledge, the Company and Executive hereby agree as
follows:
The Company and Operating
Partnership hereby agree to continue to employ Executive as their
Senior Vice President, San Diego, and Executive hereby agrees to
accept and continue in such employment during the Term as defined
in Section 2 and to serve in such capacities from and after
the Effective Date, upon the terms and conditions set forth in this
Agreement. The allocation of the rights and obligations between the
Company and the Operating Partnership shall be determined by
separate agreement of those parties. For purposes of this
Agreement, the term “Company” shall be understood to
include the Operating Partnership, unless the context otherwise
requires.
The term of employment of
Executive under this Agreement (the “Term”) shall be
the period commencing on the Effective Date and ending on
December 31, 2009 and any period of extension thereof in
accordance with this Section 2, except that the Term will end
at a date, prior to the end of such period or extension thereof,
specified in Section 6 or 7 in the event of termination of
Executive’s employment. The Term, if not previously ended,
shall be extended
automatically without further action by
either party by one additional year (added to the end of the Term)
first on December 31, 2009 (extending the Term to
December 31, 2010) and on each succeeding December 31
thereafter, unless either party shall have served written notice in
accordance with Section 13(d) upon the other party at least 90
days before the December 31 extension date electing not to
extend the Term further as of that December 31 extension date,
in which case employment shall terminate on that December 31
and the Term shall end at that date, subject to earlier termination
of employment and earlier termination of the Term in accordance
with Section 6 or 7.
The provisions of this
Section 3 will apply during the Term:
(a) Generally .
Executive shall serve as the Senior Vice President, San Diego of
the Company. Executive shall have and perform such duties,
responsibilities, and authorities as are customary for a senior
vice president of a publicly held corporation of the size, type,
and nature of the Company as they may exist from time to time and
consistent with such position and status. In addition, if the
Company and Executive mutually agree, Executive may serve the
Company and its subsidiaries and affiliates in other offices and
capacities; provided that, if Executive’s service in any such
additional office or capacity ceases, such cessation shall have no
effect on the compensation payable hereunder.
(b) Devotion of Time and
Effort . Executive shall devote substantially all of his
business time and attention, and his best efforts, abilities,
experience, and talent, to the positions of Senior Vice President,
San Diego and for the businesses of the Company without commitment
to other business endeavors, except that Executive (i) may
make personal investments which are not in conflict with his duties
to the Company and manage personal and family financial and legal
affairs, (ii) may undertake public speaking engagements, and
(iii) may serve as a director of (or similar position with)
any educational, charitable, community, civic, religious, or
similar type of organization, so long as such activities listed in
clauses (i) through (iii) do not preclude or render
unlawful Executive’s employment or service to the Company or
otherwise materially inhibit the performance of Executive’s
duties under this Agreement or impair the business of the Company
or its subsidiaries.
(c) Place of
Employment . Executive’s principal place of employment
shall be at the Company’s offices in San Diego,
California.
| 4. |
Salary and Annual Incentive Compensation. |
As partial compensation for
the services to be rendered hereunder by Executive, the Company
agrees to pay to Executive during the Term the compensation set
forth in this Section 4.
(a) Base Salary . The
Company will pay to Executive during the Term a base salary at the
annual rate of $350,000, payable commencing at the beginning of the
Term in accordance with the Company’s usual payroll practices
with respect to senior executives (except to the extent deferred
under Section 5(c)). Executive’s annual base salary
shall be
2
reviewed by the Executive Compensation
Committee of the Board (the “Committee”) each year of
the Term. For purposes of this Agreement, “Base Salary”
means Executive’s then-current base salary.
(b) Annual Incentive
Compensation . During the Term, Executive will be eligible to
receive an annual cash award (the “Annual Cash Award”)
and an annual stock incentive award (the “Annual Stock
Incentive”) which shall offer to Executive an opportunity to
earn additional compensation based upon performance in amounts
determined by the Committee in accordance with the applicable plan;
provided, however, that (i) the annual target incentive
opportunity for the Annual Cash Award shall be $300,000 (which $
300,000 is the “Annual Cash Target”), up to 25% of
which may be payable, in the Company’s sole discretion, in
Company stock, and (ii) the annual target incentive
opportunity for the Annual Stock Incentive shall be $575,000 (which
$575,000 is the “Annual Stock Target”), in either case,
for achievement of target level performance, with the nature of the
performance and the levels of performance triggering payments of
such target Annual Cash Award and target Annual Stock Incentive for
each year to be established through consultation between the Chief
Executive Officer of the Company and the Committee and communicated
to Executive during the first quarter of such year by the
Committee. The Annual Cash Award and the Annual Stock Incentive
paid may be more or less than the annual target incentive
opportunity based on the Company’s actual performance in
relation to the target level performance. In addition, the
Committee (or the Board) may determine, in its discretion, to
adjust Executive’s target incentive opportunity or provide an
additional incentive opportunity in excess of the target incentive
opportunity payable for performance in excess of or in addition to
the performance required for payment of the target incentive
amount. Any annual incentive compensation payable to Executive
shall be paid in accordance with the Company’s usual
practices with respect to payment of incentive compensation to
senior executives (except to the extent deferred under
Section 5(c)).
| 5. |
Long-Term Compensation, Benefits, Deferred Compensation, and
Expense Reimbursement. |
(a) Executive Compensation
Plans . Executive shall be entitled during the Term to
participate, without discrimination or duplication, in all
executive compensation plans and programs intended for general
participation by senior executives of the Company, as presently in
effect or as they may be modified or added to by the Company from
time to time, subject to the eligibility and other requirements of
such plans and programs.
During the Term, Executive
shall be eligible to participate in any Outperformance Incentive
Award plan (including any similar plan or other substitute plan)
that may be adopted by the Board in its sole discretion on terms
that are at least as favorable to those made available to other
senior executives of the Company in accordance with the terms of
the applicable program document.
(b) Employee and Executive
Benefit Plans . Executive shall be entitled during the Term to
participate, without discrimination or duplication, in all employee
and executive benefit plans and programs of the Company, as
presently in effect or as they may be modified or added to by the
Company from time to time, to the extent such plans are generally
available to other senior executives or employees of the Company,
subject to the eligibility and other requirements
3
of such plans and programs, including,
without limitation, plans providing retirement benefits, medical
insurance, life insurance, disability insurance, and accidental
death or dismemberment insurance, as well as savings,
profit-sharing, 401(k) and stock ownership plans. In addition,
Executive shall be eligible to participate in and receive or
participate in perquisites under policies implemented by the Board
and the Committee. It is understood that no minimum level of
perquisites is guaranteed hereunder, and that the Company may make
available compensation and benefits to one or more individual
executives that will not be deemed “generally
available” to senior executives.
In furtherance of and not in
limitation of the foregoing, during the Term Executive will
participate as Senior Vice President, San Diego in all executive
and employee vacation and time-off programs; provided that
Executive shall be entitled to a minimum of 20 business days of
vacation annually.
(c) Deferral of
Compensation . If the Company has in effect or adopts any
deferral program or arrangement permitting executives to elect to
defer any compensation, Executive will be eligible to participate
in such program on terms no less favorable than the terms of
participation of any other senior executive officer of the Company.
Any plan or program of the Company which provides benefits based on
the level of salary, annual incentives, or other compensation of
Executive shall, in determining Executive’s benefits, take
into account the amount of salary, annual incentives, or other
compensation prior to any reduction for voluntary contributions
made by Executive under any deferral or similar contributory plan
or program of the Company, but shall not treat any payout or
settlement under such a deferral or similar contributory plan or
program to be additional salary, annual incentives, or other
compensation for purposes of determining such benefits, unless
otherwise expressly provided under such plan or program.
(d) Reimbursement of
Expenses . The Company will promptly reimburse Executive for
all reasonable business expenses and disbursements incurred by
Executive in the performance of Executive’s duties during the
Term in accordance with the Company’s reimbursement policies
as in effect from time to time.
(e) Office, Staff and
Equipment . The Company agrees to provide to Executive such
staff, equipment and office space as is reasonably necessary for
Executive to perform his duties hereunder, subject to and on a
basis consistent with Company policy on the Effective
Date.
(f) Company Registration
Obligations . The Company will use its commercially reasonable
efforts to file with the Securities and Exchange Commission and
thereafter maintain the effectiveness of one or more registration
statements registering under the Securities Act of 1933, as amended
(the “1933 Act”), the offer and sale of shares by the
Company to Executive pursuant to any stock option or other
equity-based awards granted to Executive under Company plans or
otherwise or, if shares are acquired by Executive in a transaction
not involving an offer or sale to Executive but resulting in the
acquired shares being “restricted securities” for
purposes of the 1933 Act, registering the reoffer and resale of
such shares by Executive.
(g) Limitations Under Code
Section 409A . Notwithstanding anything to the contrary in this
Agreement, in the event that, as a result of Section 409A of
the Internal Revenue Code
4
(the “Code”) (and any
related regulations or other pronouncements), any of the payments
that Executive is entitled to under the terms of this Agreement or
any other plan involving deferred compensation (as defined under
Code Section 409A) may not be made at the time contemplated by
the terms thereof without causing the Executive to be subject to
constructive receipt at a date prior to actual payment and/or an
income tax penalty and interest and the timing of payment is the
sole cause of such adverse tax consequences, the Company will make
such payment on the first day permissible under Code
Section 409A without the Executive incurring such adverse tax
consequences. In particular, with respect to any lump sum payment
otherwise required hereunder, in the event of any delay in the
payment date as a result of Code Section 409A(a)(2)(A)(i) and
(B)(i), the Company will adjust the payments to reflect the
deferred payment date by crediting interest thereon at the prime
rate in effect at the time such amount first becomes payable, as
quoted by the Company’s principal bank. In addition, other
provisions of this Agreement or any other such plan
notwithstanding, the Company shall have no right to accelerate any
such payment or to make any such payment as the result of any
specific event except to the extent permitted under
Section 409A. The Company shall not be obligated to reimburse
Executive for any tax penalty or interest or provide a gross-up in
connection with any tax liability of Executive under
Section 409A.
| 6. |
Termination Due to Retirement, Death, or
Disability. |
(a) Retirement .
Executive may elect to terminate employment hereunder by retirement
at or after age 65, or at such earlier age as may be approved by
the Board, with at least 30 years of service with the Company (in
either case, “Retirement”) upon at least 30 days
written notice to the Company. At the time Executive’s
employment terminates due to Retirement, the Term will terminate,
all obligations of the Company and Executive under Sections 1
through 5 will immediately cease except for obligations which
expressly continue after termination of employment due to
Retirement, and the Company will pay Executive, and Executive will
be entitled to receive, the following:
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(i) |
Executive’s Compensation Accrued at Termination (as
defined in Section 8(d)); |
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(ii) |
In lieu of any annual incentive compensation under
Section 4(b) for the year in which Executive’s
employment terminated, a Partial Year Bonus (as defined in
Section 8(g)); |
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(iii) |
All equity awards held by Executive at termination that vest
based on time shall be fully vested and all other terms of such
awards shall be governed by the plans and programs and the
agreements and other documents pursuant to which such options were
granted (subject to Section 11(g) hereof); |
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(iv) |
Any
performance objectives upon which the earning of performance-based
restricted stock, RSUs, and other equity awards and other long-term
incentive awards (including cash awards, but excluding any
Outperformance Incentive Award) is conditioned shall be deemed to
have been met at the greater of (A) target level at the date
of termination, or (B) actual performance and Reasonably
Anticipated Performance at the date of termination, and such
amounts shall become fully vested and non-forfeitable as a result
of termination of employment
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at the date of such
termination, and, in other respects, such awards shall be governed
by the plans and programs and the agreements and other documents
pursuant to which such awards were granted; and
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(v) |
All other rights under any other compensatory or benefit plan,
including any deferral under Section 5(c), shall be governed
by such plan. In addition, at Company’s expense, Executive
and his spouse and dependent children shall be entitled to
continuation of health insurance coverage (i.e., medical, dental
and vision) under the Company’s group health plan(s) in which
the Executive was participating on the date of termination or if
such plan(s) have been terminated, in the plan(s) in which senior
executives of the Company participate for a period of one
(1) year after the date Executive’s employment
terminates. |
(b) Death . In the
event of Executive’s death which results in the termination
of Executive’s employment, the Term will terminate, all
obligations of the Company and Executive under Sections 1 through 5
will immediately cease except for obligations which expressly
continue after death, and the Company will pay Executive’s
beneficiary or estate, and Executive’s beneficiary or estate
will be entitled to receive, the following:
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(i) |
Executive’s Compensation Accrued at
Termination; |
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(ii) |
In lieu of any annual incentive compensation under
Section 4(b) for the year in which Executive dies, a Partial
Year Bonus (as defined in Section 8(g)); |
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(iii) |
A single severance payment in an amount equal to the sum of:
(i) one times the Executive’s Base Salary plus
(ii) one times the average of the two highest Annual
Incentives (as defined in Section 8(a)) received by Executive
during the preceding three completed performance years, provided
that the Annual Stock Target provided for in this Agreement instead
of the actual Annual Stock Incentive shall be used in the
calculation of the severance payment. Such payment shall be in
addition to any life insurance payments to which the Executive is
otherwise entitled and any other compensation earned by Executive
hereunder; |
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(iv) |
All equity awards held by Executive at termination that vest
based on time shall be fully vested and all other terms of such
awards shall be governed by the plans and programs and the
agreements and other documents pursuant to which such options were
granted (subject to Section 11(g) hereof); |
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(v) |
Any performance objectives upon which the earning of
performance-based restricted stock, RSUs, and other equity awards
and other long-term incentive awards (including cash awards, but
excluding any Outperformance Incentive Award) is conditioned shall
be deemed to have been met at the greater of (A) target level
at the date of termination, or (B) actual performance and
Reasonably Anticipated Performance at the date of termination, and
such amounts shall become fully vested and non-forfeitable as a
result of termination of employment at the date of such
termination, and, in other respects, such awards shall be governed
by the plans and programs and the agreements and other documents
pursuant to which such awards were granted; and |
6
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(vi) |
All other rights under any other compensatory or benefit plan,
including any deferral under Section 5(c), shall be governed
by such plan. In addition, at Company’s expense,
Executive’s spouse and dependent children shall be entitled
to continuation of health insurance coverage (i.e., medical, dental
and vision) under the Company’s group health plan(s) in which
the Executive was participating on the date of termination or if
such plan(s) have been terminated, in the plan(s) in which senior
executives of the Company participate for a period of one
(1) year after the date of Executive’s
death. |
(c) Disability . The
Company may terminate the employment of Executive hereunder due to
the Disability (as defined in Section 8(e)) of Executive. Upon
termination of employment, the Term will terminate, all obligations
of the Company and Executive under Sections 1 through 5 will
immediately cease except for obligations which expressly continue
after termination of employment due to Disability, and the Company
will pay Executive, and Executive will be entitled to receive, the
following:
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(i) |
Executive’s Compensation Accrued at
Termination; |
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(ii) |
In lieu of any annual incentive compensation under
Section 4(b) for the year in which Executive becomes disabled,
a Partial Year Bonus (as defined in Section 8(g)); |
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(iii) |
A single severance payment in an amount equal to the sum of:
(i) two times the Executive’s Base Salary plus
(ii) two times the average of the two highest Annual
Incentives (as defined in Section 8(a)) received by Executive
during the preceding three completed performance years, provided
that the Annual Stock Target provided for in this Agreement instead
of the actual Annual Stock Incentive shall be used in the
calculation of the severance payment; provided further, however,
that these payments may be provided under an insurance policy
purchased by the Company. Such payment shall be in addition to any
disability insurance payments to which the Executive is otherwise
entitled and any other compensation earned by Executive
hereunder; |
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(iv) |
All equity awards held by Executive at termination that vest
based on time shall be fully vested and all other terms of such
awards shall be governed by the plans and programs and the
agreements and other documents pursuant to which such options were
granted (subject to Section 11(g) hereof); |
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(v) |
Any performance objectives upon which the earning of
performance-based restricted stock, RSUs, and other equity awards
and other long-term incentive awards (including cash awards, but
excluding any Outperformance Incentive Award) is conditioned shall
be deemed to have been met at the greater of (A) target level
at the date of termination, or (B) actual performance and
Reasonably Anticipated Performance at the date of termination, and
such amounts shall |
7
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become fully vested and
non-forfeitable as a result of termination of employment at the
date of such termination, and, in other respects, such awards shall
be governed by the plans and programs and the agreements and other
documents pursuant to which such awards were granted;
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(vi) |
Disability benefits shall be payable in accordance with the
Company’s plans, programs and policies; and |
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(vii) |
All other rights under any other compensatory or benefit plan,
including any deferral under Section 5(c), shall be governed
by such plan. In addition, at Company’s expense, Executive
and his spouse and dependent children shall be entitled to
continuation of health insurance coverage (i.e., medical, dental
and vision) under the Company’s group health plan(s) in which
the Executive was participating on the date of termination or if
such plan(s) have been terminated, in the plan(s) in which senior
executives of the Company participate for a period of one
(1) year after the date Executive’s employment
terminates. |
(d) Other Terms of Payment
Following Retirement, Death, or Disability . Nothing in this
Section 6 shall limit the benefits payable or provided in the
event Executive’s employment terminates due to Retirement,
death, or Disability under the terms of plans or programs of the
Company more favorable to Executive (or his beneficiaries) than the
benefits payable or provided under this Section 6 (except in
the case of Annual Incentives in lieu of which amounts are paid
hereunder), including plans and programs adopted after the date of
this Agreement. Subject to Section 7(e), amounts payable under
this Section 6 following Executive’s termination of
employment will be paid as promptly as practicable after such
termination of employment.
| 7. |
Termination of Employment For Reasons Other Than Retirement,
Death, or Disability. |
(a) Termination by the
Company for Cause . The Company may terminate the employment of
Executive hereunder for Cause (as defined in Section 8(b)) at
any time. At the time Executive’s employment is terminated
for Cause, the Term will terminate, all obligations of the Company
and Executive under Sections 1 through 5 will immediately cease,
and the Company will pay Executive, and Executive will be entitled
to receive, the following:
| |
(i) |
Executive’s Compensation Accrued at
Termination; |
| |
(ii) |
The vesting and exercisability of stock options, RSUs and other
equity awards held by Executive at termination and all other terms
of such awards shall be governed by the plans and programs and the
agreements and other documents pursuant to which such options were
granted (subject to Section 11(g) hereof); and |
| |
(iii) |
All other rights under any other compensatory or benefit plan,
including any deferral under Section 5(c), shall be governed
by such plan. In addition, at Executive’s expense, Executive
and his spouse and dependent children shall be entitled to
continuation of health insurance coverage under any applicable
law. |
8
(b) Termination by
Executive Other Than For Good Reason . Executive may terminate
his employment hereunder voluntarily for reasons other than Good
Reason (as defined in Section 8(f)) at any time upon at least
90 days’ written notice to the Company. An election by
Executive not to extend the Term pursuant to Section 2 hereof
shall be deemed to be a termination of employment by Executive for
reasons other than Good Reason at the date of expiration of the
Term. At the time Executive’s employment is terminated by
Executive other than for Good Reason, the Term will terminate, all
obligations of the Company and Executive under Sections 1 through 5
will immediately cease, and the Company will pay Executive, and
Executive will be entitled to the same compensation and rights
specified in Section 7(a).
(c) Termination by the
Company Without Cause . The Company may terminate the
employment of Executive hereunder without Cause upon at least 90
days’ written notice to Executive. At the time
Executive’s employment is terminated by the Company (i.e., at
the expiration of such notice period), the Term will terminate, all
remaining obligations of the Company and Executive under Sections 1
through 5 will immediately cease (except as expressly provided
below), and the Company will pay Executive, and Executive will be
entitled to receive, the following:
| |
(i) |
Executive’s Compensation Accrued at
Termination; |
| |
(ii) |
A single severance payment in cash in an aggregate amount equal
to the sum of: (i) two times the Executive’s Base Salary
plus (ii) two times the average of the two highest Annual
Incentives (as defined in Section 8(a)) received by Executive
during the preceding three completed performance years, provided
that the Annual Stock Target provided for in this Agreement instead
of the actual Annual Stock Incentive shall be used in the
calculation of the severance payment; |
| |
(iii) |
In lieu of any annual incentive compensation under
Section 4(b) for the year in which Executive’s
employment terminates, a Partial Year Bonus (as defined in
Section 8(g)); |
| |
(iv) |
All equity awards held by Executive at termination which vest
based on time shall become vested and all other terms of such
awards shall be governed by the plans and programs and the
agreements and other documents pursuant to which such options were
granted (subject to Section 11(g) hereof); |
| |
(v) |
Any performance objectives upon which the earning of
performance-based restricted stock, RSUs, and other equity awards
and other long-term incentive awards (including cash awards, but
excluding any Outperformance Incentive Award) is conditioned shall
be deemed to have been met at the greater of (A) target level
at the date of termination, or (B) actual performance and
Reasonably Anticipated Performance at the date of termination, and
such amounts shall become fully vested and non-forfeitable as a
result of termination of employment at the date of such
termination, and, in other respects, such awards shall be governed
by the plans and programs and the agreements and other documents
pursuant to which such awards were granted; |
9
| |
(vi) |
All deferral arrangements under Section 5(c) will be
settled in accordance with the plans and programs governing the
deferral; and |
| |
(vii) |
All other rights under any other compensatory or benefit plan,
including any deferral under Section 5(c), shall be governed
by such plan. In addition, at Company’s expense, Executive
and his spouse and dependent children shall be entitled to
continuation of health insura |
|