Benefit Plans; Termination and Severance Agreements Sample Clauses

Benefit Plans; Termination and Severance Agreements. (a) Except as described in Schedule 3.22(a) and except for any payments of the kind described in this Section 3.22 that are mandatory pursuant to the Laws of the Russian Federation, neither the Company nor any of the Company Subsidiaries has any employee benefit plan, program, arrangement, agreement or fund, including without limitation any savings, profit sharing, annuity, retirement, deferred compensation, bonus, incentive (including stock options or other securities related incentives), employee health related, life insurance, short and long term disability, vacation pay, severance pay, other welfare and fringe benefit and similar plans, programs, understandings, arrangements or agreements for any past or present employees of the Company or any of the Company Subsidiaries. (b) Except as described in Schedule 3.22(b), the consummation of the Acquisition will not result in any obligation of the Company or any of the Company Subsidiaries to pay any director, officer or employee of the Company or any of the Company Subsidiaries severance pay or termination benefits so long as such employee remains employed by the Company or any of the Company Subsidiaries after the Closing.
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Benefit Plans; Termination and Severance Agreements. (a) Except as described in Schedule 4.19(a) and except for any payments of the kind described in this Section 4.19 that are mandatory pursuant to the Laws of the Russian Federation, neither GTI nor any of the Key GTI Companies has any employee benefit plan, program, arrangement, agreement or fund, including without limitation any savings, profit sharing, annuity, retirement, deferred compensation, bonus, incentive (including stock options or other securities related incentives), employee health related, life insurance, short and long term disability, vacation pay, severance pay, other welfare and fringe benefit and similar plans, programs, understandings, arrangements or agreements for any past or present employees of GTI or any of the Key GTI Companies in respect of which any payment made by GTI or any of the Key GTI Companies required under the terms thereof would likely exceed US$100,000 (one hundred thousand US Dollars) (or the equivalent thereof in any other currency). (b) Except as described in Schedule 4.19(b), neither GTI nor any of the Key GTI Companies is a party to any employment, termination or severance agreement, contract, arrangement or understanding with any employee or former employee of GTI or any of the Key GTI Companies that has an aggregate future severance liability in excess of US$250,000 (two hundred and fifty thousand US Dollars) (or the equivalent thereof in any other currency).
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Benefit Plans; Termination and Severance Agreements. (a) Except for any employee benefits that are required to be provided pursuant to the Laws of the Russian Federation, neither the Company nor any of the Company Subsidiaries has ever maintained, sponsored, participated in, administered, contributed to or incurred any obligation to or any liability under any employee benefit plan, program, arrangement, agreement or fund, including without limitation any savings, profit sharing, annuity, retirement, deferred compensation, bonus, incentive (including stock options or other securities related incentives), employee health related, life insurance, short and long term disability, vacation pay, severance pay, other welfare and fringe benefit and similar plans, programs, understandings, arrangements or agreements for any past or present employees of the Company or any of the Company Subsidiaries. All amounts paid or accrued during the time period covered by the Financial Statements relating to employee vacation time have been fully and accurately recorded in the Financial Statements in accordance with Russian Accounting Standards and, as of the Closing Date, in accordance with US GAAP. (b) Neither the Company nor any of the Company Subsidiaries is a party to any employment, termination or severance agreement, contract, arrangement or understanding with any employee or former employee of the Company or any of the Company Subsidiaries that has an aggregate future severance liability in excess of that required by the Laws of the Russian Federation, but in any event, not in excess of US$25,000 (Twenty-Five Thousand US Dollars) (or the equivalent thereof in any other currency). The consummation of the Acquisition will not result in any obligation of the Company or any of the Company Subsidiaries to pay any director, officer or employee of the Company or any of the Company Subsidiaries severance pay or termination benefits so long as such employee remains employed by the Company or any of the Company Subsidiaries after the Closing.
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Benefit Plans; Termination and Severance Agreements. (a) Seller's only current and past employee benefit plan is a fully insured health benefit plan listed on Schedule 3.22 (the "Employee Benefit Plan"). With respect to the Employee Benefit Plan: (i) the Company is, and always has been, in compliance with the applicable provisions of the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), and the Code and the regulations promulgated thereunder; (ii) there has been no violation of ERISA's fiduciary obligations nor have there been any prohibited transactions; (iii) there does not exist any liability for any federal, state or local taxes; and (iv) all reports required to be filed with all governmental entities with respect to the Employee Benefit Plan have been so filed. (b) Except as set forth on Schedule 3.22, Seller is not a party to any employment, consulting, termination or severance agreement, contract, arrangement or understanding (whether oral or written) with any employee or consultant or former employee or consultant of Seller that is not terminable by its terms at will by Seller without cost or penalty.
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Benefit Plans; Termination and Severance Agreements. (a) Neither of the Companies has any employee benefit plan, program, arrangement, agreement or fund, including without limitation any savings, profit sharing, annuity, retirement, deferred compensation, bonus, incentive (including stock options or other securities related incentives), employee health related, life insurance, short and long term disability, vacation pay, severance pay, other welfare and fringe benefit and similar plans, programs, understandings, arrangements or agreements for any past or present employees of the Companies. (b) The consummation of the Acquisition will not result in any obligation of either of the Companies to pay any director, officer or employee of the Companies severance pay or termination benefits so long as such employee remains employed by either of the Companies (save in respect of the officers resigning at Closing, who shall not be entitled to any severance pay or termination benefits).
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Related to Benefit Plans; Termination and Severance Agreements

  • Termination and Severance Executive shall be entitled to receive benefits upon termination of employment only as set forth in this Section 4:

  • Termination and Severance Pay A. In the event Employee is terminated by the Board before the expiration of the term of this agreement without just cause, and during that time Employee is willing and able to perform his duties under this Agreement, the Board shall continue to pay Employee's salary for a period of four (4) months after the date of termination (the "Severance Period") and shall continue Employee's then current health insurance coverage for a period of four (4) months. In the event Employer is not able to maintain Employee's health insurance coverage pursuant to the terms of the Township health insurance plan, then Employer shall pay to Employee, for a period of four (4) months, the cost of health insurance premiums at a rate that will continue substantially similar health benefits for Employee and Employee's family, if applicable, as provided under the then current township health insurance plan. In addition, the Board shall pay the cash value of any accrued vacation time. All of the above shall hereinafter be referred to as the Severance Compensation. The parties agree that this Severance Compensation shall constitute Employee's sole and exclusive remedy for termination without just cause B. In the event Employee is terminated by the Board before the expiration of the term of this agreement with just cause, the Board shall have no obligation to pay the Severance Compensation set forth in Section 3A. C. In the event the Board, at any time during the term of this Agreement, reduces the salary or other financial benefits of Employee in a greater percentage than an applicable across- the-board reduction for all employees of the Board, or in the event the Board refuses, following written notice, to comply with any other provision benefiting Employee herein, or Employee resigns following a written request by the Board that he resign, then, in that event, Employee may, at his option, be deemed to be "terminated without just cause" as of the date of such reduction, refusal to comply, or written request and Employee shall be entitled to the Severance Compensation as set forth in Section 3A. as if he were terminated without cause. For the purposes of this paragraph, the Board's failure to grant Employee a raise equivalent to that given any or all other Township Employees shall not be deemed a "reduction" as provided herein. D. In the event Employee desires to voluntarily resign his position with the Board before the expiration of the above term of this employment, then Employee shall give the Board thirty (30) days notice in advance, unless the parties agree otherwise in writing. In the event the Employee voluntarily resigns his position, he shall not be entitled to the severance pay provisions contained in Section 3A hereof. E. For the purposes of Section 3. hereof, "just cause" shall mean the following: (a) The Employee is convicted of a felony; (b) The Employee has failed or neglected to carry out his duties hereunder in any material and significant respect, or has been guilty of misfeasance, malfeasance, or nonfeasance in office for a period of thirty (30) days after written notice to him from the Board specifying the nature of such failure, neglect, misfeasance, malfeasance, or nonfeasance in office, unless such misfeasance, malfeasance, or nonfeasance is so egregious or of such a nature that it is of a criminal nature or it cannot be corrected. F. If the Employee is permanently disabled or is otherwise unable to perform his duties because of sickness, accident, injury, mental incapacity or health for a period of eight successive weeks beyond any accrued sick leave and vacation time, the Board shall have the option to terminate this Agreement, and Employee shall receive the Severance Compensation set forth under Paragraph 3A. above.

  • Termination of Employment and Severance Benefits The Executive’s employment hereunder shall terminate under the following circumstances:

  • Compensation; Employment Agreements; Etc Enter into or amend or renew any employment, consulting, severance or similar agreements or arrangements with any director, officer or employee of Metropolitan or its Subsidiaries, or grant any salary or wage increase or increase any employee benefit (including incentive or bonus payments), except (i) for normal individual increases in compensation to employees in the ordinary course of business consistent with past practice, (ii) for other changes that are required by applicable law, and (iii) to satisfy Previously Disclosed contractual obligations existing as of the date hereof.

  • Obligations of the Company Upon Termination of Employment (a) Expiration of Term, By the Company for Cause or by Executive without Good Reason. If Executive's employment shall be terminated: (i) due to and upon expiration of the Term of this Agreement the Company shall pay Executive his full salary through the Date of Termination at the rate in effect at the time Notice of Termination is given, and an amount equal to the product of (x) all bonuses and awards that would have been earned by Executive upon completion of each award cycle that began during the Term but had not been completed as of the Date of Termination, calculated as though the full achievement of all goals and targets relating thereto had been achieved in full and (y) a fraction, the numerator of which shall be the number of days from the beginning of the applicable bonus or award cycle to and including the Date of Termination and the denominator of which shall be the number of days in such cycle; or (ii) if Executive's employment shall be terminated by the Company for Cause or by Executive without Good Reason, then the Company shall pay Executive his Base Salary (at the rate in effect at the time Notice of Termination is given) through the Date of Termination, and the Company shall have no additional obligations to Executive under this Agreement. (b) For any other reason. If Executive's employment shall be terminated for any reason other than those provided in Section 6(a) above, then: (i) the Company shall pay Executive his full salary through the Date of Termination at the rate in effect at the time Notice of Termination is given, and an amount equal to the product of (x) all bonuses and awards that would have been earned by Executive upon completion of each award cycle that began during the Term but had not been completed as of the Date of Termination, calculated as though the full achievement of all goals and targets relating thereto had been achieved in full and (y) a fraction, the numerator of which shall be the number of days from the beginning of the applicable bonus or award cycle to and including the Date of Termination and the denominator of which shall be the number of days in such cycle; and (ii) in lieu of paying any further compensation to Executive for periods subsequent to the Date of Termination, the Company shall pay to the Executive severance payments in the form of continuation of Executive's Base Salary in effect as of the Date of Termination for a period of two (2) years following such Date of Termination (the "Severance Payment Period").

  • Severance Arrangements Grant or pay, or enter into any Contract providing for the granting of any severance, retention or termination pay, or the acceleration of vesting or other benefits, to any Person (other than payments or acceleration that have been disclosed to Acquirer and are set forth on Schedule 4.2(q) of the Company Disclosure Letter);

  • Termination of Existing Tax Sharing Agreements Any and all existing Tax sharing agreements (whether written or not) binding upon the Company shall be terminated as of the Closing Date. After such date neither the Company nor any of its Representatives shall have any further rights or liabilities thereunder.

  • Termination and Termination Benefits Notwithstanding the provisions of Section 3, the Executive's employment under this Agreement shall terminate under the following circumstances set forth in this Section 6.

  • OBLIGATIONS SURVIVE TERMINATION OF EMPLOYMENT Executive agrees that any and all of Executive’s obligations under this Agreement, including but not limited to Exhibits B and C, shall survive the termination of employment and the termination of this Agreement.

  • Compensation Following Termination In the event that Executive’s employment hereunder is terminated, Executive shall be entitled only to the following compensation and benefits upon such termination:

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