PCLN » Topics » Termination without Cause Or Good Reason.

This excerpt taken from the PCLN DEF 14A filed Apr 30, 2009.
Termination without “Cause” Or “Good Reason.”  In the event of a termination of Mr. Koolen’s employment by the Company without “Cause” (as defined in the agreement with Mr. Koolen) or by Mr. Koolen for “Good Reason” (as defined in Mr. Koolen’s agreement), then Mr. Koolen will be entitled to receive, among other things, in addition to his compensation accrued through the date of his termination of employment, the following severance compensation and benefits:

 

(1) two times his base salary and target bonus, if any, paid over a 12-month period following his termination of employment; and

 

(2) if a bonus plan is in place, a pro-rata target annual bonus for the year in which termination of employment occurs.

 

Because Mr. Koolen’s employment agreement is governed by Dutch law, and under Dutch law, a court has discretion to award severance to an employee depending on the facts and circumstances of the termination of the employee (e.g., the reason for the termination), if a court awards Mr. Koolen any compensation upon his termination, then the amount of such award shall be deducted from the amounts described above.

 

This excerpt taken from the PCLN DEF 14A filed Apr 29, 2008.
Termination without “Cause” or for “Good Reason”.  In the event of a termination of such executive’s employment by the Company without “Cause” (as defined in the respective agreement with the executive) or by such executive for “Good Reason” (as defined in the respective agreement), then such executive will be entitled to receive, among other things, in addition to his compensation accrued through the date of termination of employment, the following severance compensation and benefits:

 

                (1) two times his base salary and target bonus, if any, paid over a 12-month period following his termination of employment;

 

                (2) if a bonus plan is in place, a pro-rata target annual bonus for the year in which termination of employment occurs; and

 

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                (3) continuation for one year following termination of employment of group health, life and disability insurance benefits as if he were an employee of the Company, provided that, if such termination is after a “Change of Control” (as the term is defined in each such agreement) the period of benefit continuation will be twenty-four months.

 

This excerpt taken from the PCLN DEF 14A filed Apr 27, 2007.
Termination without “Cause” or for “Good Reason”.  In the event of a termination of such executive’s employment by the Company without “Cause” (as defined in the respective agreement with the executive) or by such executive for “Good Reason” (as defined in the respective agreement), then such executive will be entitled to receive, among other things, in addition to his compensation accrued through the date of termination of employment, the following severance compensation and benefits:

(1) two times his base salary and target bonus, if any, paid over a 12-month period following his termination of employment;

(2) if a bonus plan is in place, a pro-rata target annual bonus for the year in which termination of employment occurs; and

(3) continuation for one year following termination of employment of group health, life and disability insurance benefits as if he were an employee of the Company, provided that, if such termination is after a “Change of Control” (as the term is defined in each such agreement) the period of benefit continuation will be twenty-four months.

This excerpt taken from the PCLN DEF 14A filed Apr 28, 2006.
Termination without “Cause” or for “Good Reason”.  In the event of a termination of such executive’s employment by the Company without “Cause” (as defined in the respective agreement with the executive) or by such executive for “Good Reason” (as defined in the respective agreement), then such executive will be entitled to receive, among other things, in addition to his compensation accrued through the date of termination of employment, the following severance compensation and benefits:

 

(1) two times his base salary and target bonus, if any, paid over a 12-month period following his termination of employment (which, after giving effect to the 2006 salary increases described above, would be approximately $1,200,000 for Mr. Mylod, $781,318 for Mr. Rose, $900,000 for Mr. Soder and $715,000 for Mr. Millones);

 

(2) if a bonus plan is in place, a pro-rata target annual bonus for the year in which termination of employment occurs (which, after giving effect to the 2006 salary increases described above and assuming a termination on the last day of the calendar year, would be approximately $200,000 for Mr. Mylod, $90,152 for Mr. Rose, $150,000 for Mr. Soder and $82,500 for Mr. Millones); and

 

(3) continuation for one year following termination of employment of group health, life and disability insurance benefits as if he were an employee of the Company, provided that, if such termination is after a “Change in Control” (as the term is defined in each such agreement) the period of benefit continuation will be twenty-four months.

 

This excerpt taken from the PCLN 8-K filed Feb 8, 2006.
Termination without “Cause” or for “Good Reason”.  In the event of a termination of Mr. Millones’ employment by the Company without “Cause” (as described below) or by Mr. Millones for “Good Reason” (as described below), then Mr. Millones will be entitled to receive, among other things, in addition to his compensation accrued through the date of termination of employment, the following severance compensation and benefits:

 

(1) two times his base salary and target bonus, if any, paid over a 12-month period following his termination of employment;

 

(2) if a bonus plan is in place, a pro-rata target annual bonus for the year in which termination of employment occurs; and

 

(3) continuation for one year following termination of employment of group health, life and disability insurance benefits as if Mr. Millones were an employee of the Company, provided that, if such termination is after a “Change in Control” (as the term is defined in the agreement with Mr. Millones) the period of benefit continuation will be twenty-four months.

 

The agreement with Mr. Millones provides that to the extent that any installment payments of severance would result in the imposition of the additional income tax pursuant to Section 409A of the Internal Revenue Code of 1986, as amended, the Company and Mr. Millones will negotiate in good faith an alternative arrangement that will provide him with payments that are equivalent in value to the value of such payments but would not be subject to such additional income tax, provided that the Company may elect to pay Mr. Millones the discounted present value of such payments in a lump sum on the latest date permitted pursuant to guidance from the Internal Revenue Service that would avoid the imposition of such additional income tax.

 

This excerpt taken from the PCLN DEF 14A filed Apr 27, 2005.
Termination without “Cause” or for “Good Reason”.  In the event of a termination of such executive’s employment by the Company without “Cause” (as defined in the respective agreement with the executive) or by such executive for “Good Reason” (as defined in the respective agreement), then such executive will be entitled to receive, among other things, in addition to his compensation accrued through the date of termination of employment, the following severance compensation and benefits:

 

(1) two times (one time in the case of Mr. Millones) his base salary and target bonus, if any, paid over a 12-month period following his termination of employment;

 

(2) if a bonus plan is in place, a pro-rata target annual bonus for the year in which termination of employment occurs; and

 

(3) continuation for one year following termination of employment of group health, life and disability insurance benefits as if he were an employee of the Company, provided that, if such termination is after a “Change in Control” (as the term is defined in each such agreement) the period of benefit continuation will be twenty-four months.

 

This excerpt taken from the PCLN 8-K filed Feb 7, 2005.
Termination without “Cause” or for “Good Reason”.  In the event of a termination of Mr. Soder’s employment by the Company without “Cause” (as described below) or by Mr. Soder for “Good Reason” (as described below), then Mr. Soder will be entitled to receive, among other things, in addition to his compensation accrued through the date of termination of employment, the following severance compensation and benefits:

 

(1) two times his base salary and target bonus, if any, paid over a 12-month period following his termination of employment;

 

(2) if a bonus plan is in place, a pro-rata target annual bonus for the year in which termination of employment occurs; and

 

(3) continuation for one year following termination of employment of group health, life and disability insurance benefits as if Mr. Soder were an employee of the Company, provided that, if such termination is after a “Change in Control” (as the term is defined in the agreement with Mr. Soder) the period of benefit continuation will be twenty-four months.

 

The agreement with Mr. Soder provides that to the extent that any installment payments of severance would result in the imposition of the additional income tax pursuant to Section 409A of the Internal Revenue Code of 1986, as amended, the Company and Mr. Soder will negotiate in good faith an alternative arrangement that will provide him with payments that are equivalent in value to the value of such payments but would not be subject to such additional income tax, provided that the Company may elect to pay Mr. Soder the discounted present value of such payments in a lump sum on the latest date permitted pursuant to guidance from the Internal Revenue Service that would avoid the imposition of such additional income tax.

 

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