Certain Severance Benefits Clause Samples
Certain Severance Benefits. If Executive’s employment with the Company or its affiliates is terminated at any time within two (2) years following a Change in Control by the Company or its affiliates without Cause, or by Executive for Good Reason (the effective date of either such termination hereafter referred to as the “Termination Date”), Executive shall be entitled to the benefits provided hereafter in this Section 3 and as otherwise set forth in this Agreement. If Executive’s employment is terminated within one (1) year prior to a Change in Control, and Executive reasonably demonstrates after such Change in Control that such termination was at the request or suggestion of any individual or entity who or which ultimately effects a Change in Control (an “Anticipatory Termination”), this Agreement shall become effective upon such Change in Control involving such individual or entity, and Executive’s Termination Date shall be deemed to have occurred immediately following the Change in Control, and therefore Executive shall be entitled to the benefits provided hereafter in this Section 3 and as otherwise set forth in this Agreement.
(i) Within thirty (30) business days after the Termination Date, the Company shall pay Executive the aggregate of the following amounts:
(a) Executive’s earned but unpaid base salary through the Termination Date at the rate in effect on the Termination Date, or if higher, at the highest rate in effect at any time within the 90-day period preceding the Change in Control;
(b) any unpaid bonus, if any, payable to Executive in respect of the calendar year ending prior to the Termination Date; and
(c) a lump sum amount, in cash, equal to 2.99 times Executive’s Annual Compensation.
(ii) Continued Welfare Benefit Plan Coverage. Until the third anniversary of the Termination Date, Executive and Executive’s family shall be eligible, at the Company’s expense to Participate in each of the Company’s welfare benefit plans, including, without limitation, all medical, prescription, dental, disability, salary continuance, group life, accidental death and travel accident insurance plans and programs of the Company, at the highest level provided to Executive during the period beginning immediately prior to the Change in Control and ending on the Termination Date; provided, however, that if Executive becomes employed by a new employer, the coverages provided by the Company pursuant to this sentence shall become secondary to those coverages provided by Executive’s new employe...
Certain Severance Benefits. In the event of a termination or resignation subject to Section 5.2(b) of the Employment Agreement or Section 12.1 of the Supplemental Severance Agreement (with no duplication of benefits):
(a) the Company hereby agrees that if the Employee is eligible for and elects to continue receiving group medical and/or dental insurance under the continuation coverage rules known as COBRA, the Company will continue to pay the share of the premium for such coverage that it pays for active and similarly-situated employees who receive the same type of coverage (single, family, or other) until the earlier of (i) the end of the 12th month after his or her employment ends or (ii) the date the covered individual’s COBRA continuation coverage expires, unless, as a result of a change in legal requirements, the Company’s providing payments for COBRA will violate the nondiscrimination requirements of applicable law, in which case this benefit will not apply,
(b) if the termination or resignation is within 12 months following the Corporate Transaction Date (as defined herein), the Company shall make a payment to the Employee equal to the annual target bonus payment, if any, paid (or earned, if not yet paid) to the Employee for the current fiscal year which includes the date of termination, with payment made as provided in and subject to Section 5.5 and Section 7 of the Employment Agreement,
(c) if the termination or resignation is not within 12 months following the Corporate Transaction Date, then the Company shall make a payment to the Employee equal to the pro rata portion of the bonus payment, if any, paid (or earned, if not yet paid) to the Employee for the most recent fiscal year ended prior to the Date of Termination, with such pro rata amount equal to the product of the amount of such prior bonus payment multiplied by a fraction, (1) the numerator of which is the number of days in the current fiscal year prior to the date of termination and the (2) denominator of which is 365,
(d) the Company and the Employee agree that Section 5.2(b) of the Employment Agreement is hereby amended to read “In the event the Employee’s employment is terminated by the Employee pursuant to Section 4.3 or by the Company pursuant to Section 4.5 and subject to compliance with Sections 5.5 and 7, the Company shall pay to the Employee his or her salary as in effect on the date of termination in accordance with the Company’s customary payroll practices, until the earlier of (1) the date that is six ...
Certain Severance Benefits. The parties agree and acknowledge that Consultant will receive from the Company an amount equal to $250,000 as of the Acceptance Date. At Consultant's option, payment of such amount may be made over the thirty-six (36) month term of the Consultation Period at a rate of $6,944.44 per month, payable in arrears on the last day of each month. Consultant hereby agrees to release the Company, Ferrotec and Merger Sub and their respective officers, directors, shareholders and affiliates from any and all claims and/or liabilities arising under the Employment Agreement or arising from Consultant's employment or retention by the Company and/or its subsidiaries prior to the Acceptance Date; provided, however, that nothing herein shall in any way limit Consultant's indemnification rights under Section 6.6 of the Merger Agreement or under the Articles of Organization or 2 3 Bylaws of the Company.
Certain Severance Benefits. If, (1) during the time period beginning with your date of hire with Biogen through the date of the Spinoff, you are involuntarily terminated by Biogen other than “For Cause” (as defined in Biogen’s Amended and Restated 2008 Omnibus Equity Plan) or (2) on or after the Spinoff through the first anniversary of the Spinoff, you are involuntarily terminated by Bioverativ other than “For Cause” (as defined in Biogen’s Amended and Restated 2008 Omnibus Equity Plan) or you experience an “Involuntary Employment Action” following a “Corporate Change in Control” (each as defined in Biogen’s Amended and Restated 2008 Omnibus Equity Plan), you will be entitled to receive (i) a lump sum severance payment equal to 18 months of salary and target bonus, (ii) up to 9 months of executive level outplacement services from a recognized provider of such services selected by the employer company, and (iii) continued subsidized health benefits for up to 18 months provided, among other things, you timely complete and submit your COBRA election form and continue to pay timely the employee portion of the premiums. In addition, payment and provision of these severance benefits are conditioned upon your signing an irrevocable general release in favor of the employer company, in form and substance acceptable to the employer company, with respect to any and all claims relating to your employment and the termination of your employment with the employer company. Notwithstanding anything in the foregoing clause (2) to the contrary, if on or after the Spinoff through the first anniversary of the Spinoff, Bioverativ has an executive severance plan which would provide you greater severance benefits than those listed in clause (2) above, then you shall be entitled to receive such benefits under the terms of the executive severance plan in lieu of the benefits listed in (2) above. In addition, if, between your start date and the expected Spinoff (expected to be Q1 2017), (1) an acquirer is identified for the hemophilia business and Biogen determines to abandon the Spinoff, and (2) you are not offered a job at or greater than the level of a Senior Vice President position at Biogen (i.e., level 22) and as a result your employment with Biogen is terminated, then, in addition to the benefits described in the above paragraph, you shall have no obligation to repay the sign-on bonus you received in connection with the commencement of your employment. Further, if at August 1, 2017 the Spinoff of Biover...
Certain Severance Benefits. All Liberty employees who are involuntarily terminated (other than for cause) within one year after the Closing Date, other than those employees who are or were covered by an employment agreement with Liberty or Northfield, shall receive a severance payment equal to one week's pay for each year (rounded to the next year) of employment with Liberty (with a minimum of four weeks severance pay). In addition, terminated employees shall be paid for earned but unused vacation time.
Certain Severance Benefits. 50 Section 5.11. Duty to Advise; Duty to Update Northfield Disclosure Schedules.................................................45 ARTICLE VI - CONDITIONS.....................................................45 Section 6.01. Conditions to Obligations of Liberty Under this Agreement.45
Certain Severance Benefits. For a period of up to twelve (12) months after the Closing Date, Purchaser shall provide severance benefits to the Transferred Employees in the amount and according to the terms set forth on Schedule 6.1.4 attached hereto and made a part hereof.