Certain Payments and Benefits Sample Clauses

Certain Payments and Benefits. A. In consideration for the Executive’s entering into this Agreement and provided that (1) the Executive has not been terminated by any member of the Company Group for Cause (as defined in the Employment Agreement); (2) the Executive complies with the terms hereof (including the duties of Section 1.A above) and (3) the Executive complies with the Release Condition set forth in Section 3 hereof, (i) the Executive shall be entitled to receive a cash separation payment in the amount of $455,000.00 payable in a lump sum within fifteen (15) days following the Release Effective Date (the “Separation Payment”) and (ii) the Executive shall be entitled to receive a pro rata bonus for the period through the Termination Date of $65,000.00 (“Pro Rata Bonus”), payable when bonuses are paid to similarly situated active employees of the Company but not later than March 15, 2018 and (iii) reimbursement for the cost of health insurance continuation coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”), in excess of the cost of such benefits that active employees of the Company Group are required to pay, for a period of 12 months (or until the Executive obtains individual or family coverage through another employer, if earlier) (the “COBRA Period”), provided that the Executive elects COBRA coverage and subject to the conditions that: (A) the Executive is responsible for immediately notifying the Company Group if Executive obtains alternative insurance coverage, (B) the Executive will be responsible for the entire COBRA premium amount after the end of the COBRA Period; (C) if the Executive declines COBRA coverage, then the Company (or, if applicable, one of its subsidiaries) will not make any alternative payment to the Executive in lieu of paying for COBRA premiums, and (D) such COBRA reimbursement payments shall be paid on an after tax basis as additional taxable compensation to the Executive. B. Except as otherwise provided herein, as of and after the Termination Date, the Executive shall no longer participate in, accrue service credit or have contributions made on his behalf under any employee benefit plan sponsored by any member of the Company Group in respect of periods commencing on and following the Termination Date, including, without limitation, any plan which is intended to qualify under Section 401(a) of the Internal Revenue Code of 1986, as amended. The Executive shall be entitled to all benefits accrued up to the Termination Date, t...

Certain Payments and Benefits. The parties hereto hereby agree to treat the termination of Executive’s employment as a termination pursuant to Section 4(a)(ii) of the Employment Agreement (Discharge Other Than for Cause and Non-Renewal of the Agreement), and the Company agrees to pay and provide the benefits referred to in such Section at the times required by, and subject to the terms and conditions of, the Employment Agreement. To avoid any uncertainty, the Company will detail the preceding payments and benefits (including amounts, number of shares and the time of payment) on a schedule to be delivered to Executive on or before April 28, 2010 and the parties will work in good faith to resolve promptly any differences.

Certain Payments and Benefits. In consideration for ▇▇▇▇▇▇▇'▇ agreement to be bound by the terms of this Agreement and subject to the terms of this Agreement, ▇▇▇▇▇▇▇ shall be entitled to receive from the Company the payments and benefits set forth in paragraphs (i) through (iv) of this Section 1(b): (i) Not later than December 31, 2006, the Company shall pay to ▇▇▇▇▇▇▇ an amount in cash equal to the greater of (A) nine million five hundred thousand dollars ($9,500,000), but in any event not in excess of thirteen percent (13.0%) of the Company's revenues for the 2006 Payment Period (as hereinafter defined), with such revenues adjusted downward by any payments made or reasonable reserves set aside during the 2006 Payment Period in respect of the ▇▇▇▇▇▇▇ Matter (as hereinafter defined) or (B) two-thirds (2/3) of the cash compensation payable to ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ ("TAP") by the Company for services during the 2006 Payment Period (as hereinafter defined); (ii) For the period beginning on the Separation Date and continuing until the earlier of December 31, 2007 or the date comparable coverage is made available to ▇▇▇▇▇▇▇ by a successor employer, the Company shall provide coverage of ▇▇▇▇▇▇▇ under the Company's health, dental and life insurance plans at the levels and cost generally applicable to senior executive officers of the Company from time to time during such period; provided, however, that any such coverage shall be applied against any continuation coverage required under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended; (iii) The Company shall provide ▇▇▇▇▇▇▇, from the period beginning on the Separation Date and ending on April 30, 2007, with (A) exclusive use of the Company's apartment in the Rice Loft Building in Houston, Texas and (B) a parking space on Floor C of the JPMorgan Chase Tower Garage in Houston, Texas; provided, however, that ▇▇▇▇▇▇▇'▇ right to use of the Rice Loft Building apartment shall be subject to a short form of letter agreement that provides for rent of zero dollars ($0); and (iv) ▇▇▇▇▇▇▇ in his discretion may remain in his current position in regard to, and maintain his current level of involvement with, the ESSF in appropriate coordination with ▇▇▇ ▇▇▇▇▇▇ and subject to ESSF's organizational and other operating documents (without regard to any provision in such documents that would limit the scope of this paragraph (iv)). For purposes of Section 1(b)(i), the 2006 Payment Period shall mean the period ending on the earlier of (x) December 3...

Certain Payments and Benefits. The Company shall pay to you the following amounts (and no other amounts) and shall provide to you the following benefits in connection with the termination of your employment.

Certain Payments and Benefits. Provided that Consultant: (x) executes this Agreement and returns a copy of this Agreement that has been executed by Consultant to the Company no later than 12:00 a.m. ET on March 12, 2024; and (y) remains in compliance with the other terms and conditions set forth in this Agreement (including under Sections 5 and 6), the Company shall provide one of the following in its discretion: (a) subject to Consultant’s timely election of continuation coverage under COBRA (as defined in Annex A) and subject to Consultant’s copayment of premium amounts at the applicable active employees’ rate, the Company shall pay the remainder of the premiums for Consultant’s and any qualifying beneficiaries’ participation in the Company’s group health plans pursuant to COBRA for a period ending on the earlier of (i) the end of the Consulting Period (as defined below), (ii) Consultant becoming eligible for other group health benefits from a subsequent employer, or (iii) the expiration of Consultant’s rights under COBRA; or (b) subject to Consultant’s timely enrollment and subject to the Consultant’s copayment of premium amounts at the applicable active employees’ rate, the Company shall make available to Consultant a health plan that is substantially similar to the Company’s group health plans offered to active employees of the Company for a period ending on the earlier of (i) the end of the Consulting Period (as defined below) or (ii) Consultant becoming eligible for other group health benefits from a subsequent employer; in each case, provided, however, that in the event either of the benefit alternatives provided herein would subject the Company or any of its affiliates to any tax or penalty under the Patient Protection and Affordable Care Act or Section 105(h) of the Internal Revenue Code of 1986 (the “Code”), Consultant and the Company agree to work together in good faith to restructure the foregoing benefits.

Certain Payments and Benefits. Subject to your execution and non- revocation of this Agreement and your continued compliance with the requirements contained or described herein, the Company will provide you with the following payments and benefits: (i) continued payment of your base salary as in effect as of the date hereof for a period of twelve (12) months following the Resignation Date, which shall be paid in the form of salary continuation in accordance with the Company’s standard payroll procedures; (ii) to the extent that you timely elect continued coverage under COBRA, the Company shall pay the same portion of the monthly premium under COBRA as it pays for active employees and their eligible dependents until the earliest of (x) the last day of the period ending on the date that is twelve (12) months following the Resignation Date, (y) the expiration of your continuation coverage under COBRA or (z) the date that you becomes eligible for substantially equivalent health insurance coverage in connection with new employment; and (iii) the total number of vested shares subject to each of your equity awards outstanding as of the Resignation Date subject to time-based vesting shall be determined by adding twelve (12) months to your actual period of employment as of the Resignation Date and, in the case of equity awards with performance-based vesting, all performance goals and other vesting criteria will be deemed satisfied in accordance with the terms set forth in the award agreement

Certain Payments and Benefits a. For purposes of determining the Executive’s compensation and benefits, including, without limitation, the determination of the Executive’s vested benefits with respect to equity awards, the parties hereby agree that the termination of Executive’s employment is a termination by the Company “other than for Cause”. b. The Company agrees to pay and provide the benefits referred to in Section 6(a) of the 2004 Agreement, subject to the terms and conditions of such agreement. c. The Executive has received various grants of stock options or restricted shares. The Executive’s rights with respect to such awards shall be determined in accordance with the applicable plans and agreements. d. The Company agrees to pay the Executive’s legal fees (of up to $10,000) incurred by Executive in connection with the Executive’s termination of employment, including, without limitation, legal fees incurred in connection with the negotiation and implementation of this Settlement Agreement and the release (“Release”) being signed contemporaneously herewith. e. The Executive shall continue to have his existing rights under Delaware law and the By-Laws of the Company to indemnification and advancement of all expenses (including attorneys’ and other professional fees and disbursements and court costs) actually and reasonably incurred, including but not limited to the rights as a Class 1 Indemnitee under Article XIV of the Fourth Amended and Restated By-Laws of the Company, which, in accordance with Section 8 of Article XIV, constitute a contract between the Company and the Executive. Executive shall be responsible for payment of state and local income taxes applicable to him in connection with benefits received hereunder. The Company shall withhold income and the Executive’s share of employment taxes from any such payments in accordance with the terms of the applicable plans and agreements or as otherwise required under applicable law. Notwithstanding the foregoing, as a condition precedent to receiving such payments and benefits, Executive must, within forty-five (45) days after the Separation Date, execute and deliver to the Company (and not revoke) the Release which is Attachment A to this Separation Agreement. To the extent required in order to comply with Section 409A of the Internal Revenue Code, the payment date for any amounts that would otherwise be paid prior to expiration of the statutory revocation period shall be the first business day following expiration of such revoc...

Certain Payments and Benefits. (a) Pursuant to Section 5(a) of the Employment Agreement, Crew shall pay the Employee $[______], which represents two times the Employee's current base salary of $[_______] (the "Termination Payment")[, and shall also pay ------------------- $[______], representing the Employee's accrued obligations]. (b) The Termination Payment shall be reduced by any required tax withholding. The Termination Payment shall not be taken into account as compensation and no service credit shall be given after the Date of Termination for purposes of determining the benefits payable to the Employee or the Employee's family under any plan, program, agreement or arrangement of Crew. The Employee acknowledges that, except for the Termination Payment, he is not entitled to any payment in the nature of severance or termination pay from Crew. (c) The Employee shall be entitled to any benefit to which the Employee may be entitled under any tax qualified pension plan of Crew or its affiliates, continuation of health insurance benefits, at the Employee's cost, to the extent provided in Section 4980B of the Internal Revenue Code of 1986 and Section 601 of the Employee Retirement Income Security Act of 1974, as amended (which provisions are commonly known as "COBRA") and any other similar benefits required to be provided by law.

Certain Payments and Benefits