Additional Compensation Matters Severance Sample Clauses

Additional Compensation Matters Severance. Section 7.1 Annual Incentive Awards 10 Section 7.2 Individual Arrangements 10 Section 7.3 Severance Plans 10 Section 7.4 Sections 162(m)/409A 11 Section 7.5 Certain Director Fees 11 ARTICLE VIII GENERAL AND ADMINISTRATIVE Section 8.1 Employer Rights 11 Section 8.2 No Rights to Employment 11 Section 8.3 Continuation of Elections/Release Of Information/Right To Reimbursement 11 ARTICLE IX INDEMNIFICATION Section 9.1 General Indemnification 11 ARTICLE X MISCELLANEOUS Section 10.1 Further Assurances 12 Section 10.2 Amendments and Waivers 12 Section 10.3 Entire Agreement 12 Section 10.4 Third Party Beneficiaries 12 Section 10.5 Notices 12 Section 10.6 Counterparts; Electronic Delivery 12 Section 10.7 Titles and Headings 12 Section 10.8 Severability 12 Section 10.9 Assignability; Binding Effect 13 Section 10.10 Governing Law 13 Section 10.11 Construction 13 Section 10.12 Performance 13 Section 10.13 Title and Headings Section 10.14 Schedules 13 EMPLOYEE MATTERS AGREEMENT THIS EMPLOYEE MATTERS AGREEMENT (as the same may be amended or supplemented from time to time, this “Agreement”) is entered into as of October 31, 2013, by and between United Online, Inc., a Delaware corporation (“United Online”), and FTD Companies, Inc., a Delaware corporation (“FTD”). United Online and FTD are sometimes referred to herein individually as a “Party,” and collectively as the “Parties.”
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Additional Compensation Matters Severance 

Related to Additional Compensation Matters Severance

  • Termination Benefits (a) If Executive’s employment is voluntarily (in accordance with Section 2(a) of this Agreement) or involuntarily terminated within two (2) years of a Change in Control, Executive shall receive:

  • Reduction of Severance Benefits If any payment or benefit that the Executive would receive from any Company Group member or any other party whether in connection with the provisions in this Agreement or otherwise (the “Payment”) would (i) constitute a “parachute payment” within the meaning of Section 280G of the Code and (ii) but for this sentence, be subject to the excise tax imposed by Section 4999 of the Code (the “Excise Tax”), then the Payment will be equal to the Best Results Amount. The “Best Results Amount” will be either (x) the full amount of the Payment or (y) a lesser amount that would result in no portion of the Payment being subject to the Excise Tax, whichever of those amounts, taking into account the applicable federal, state and local employment taxes, income taxes and the Excise Tax, results in the Executive’s receipt, on an after-tax basis, of the greater amount. If a reduction in payments or benefits constituting parachute payments is necessary so that the Payment equals the Best Results Amount, reduction will occur in the following order: (A) reduction of cash payments in reverse chronological order (that is, the cash payment owed on the latest date following the occurrence of the event triggering the Excise Tax will be the first cash payment to be reduced); (B) cancellation of equity awards that were granted “contingent on a change in ownership or control” within the meaning of Section 280G of the Code in the reverse order of date of grant of the awards (that is, the most recently granted equity awards will be cancelled first); (C) reduction of the accelerated vesting of equity awards in the reverse order of date of grant of the awards (that is, the vesting of the most recently granted equity awards will be cancelled first); and (D) reduction of employee benefits in reverse chronological order (that is, the benefit owed on the latest date following the occurrence of the event triggering the Excise Tax will be the first benefit to be reduced). In no event will the Executive have any discretion with respect to the ordering of Payment reductions. The Executive will be solely responsible for the payment of all personal tax liability that is incurred as a result of the payments and benefits received under this Agreement, and the Executive will not be reimbursed, indemnified, or held harmless by any member of the Company Group for any of those payments of personal tax liability.

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