Certain Severance Payments. If during the Term the Company terminates this Employment Agreement pursuant to Section 4(d) hereof, all compensation payable to the Executive under Section 3 hereof shall cease as of the date of termination specified in the Company’s notice (the “Termination Date”), and the Company shall pay to the Executive, subject to Section 6 hereof, the following sums: (i) the Base Salary on the Termination Date for the shorter of (x) three months and (y) the remainder of the Term (the applicable period being referred to as the “Severance Period”), payable in monthly installments; (ii) benefits under group health and life insurance plans in which the Executive participated prior to termination through the Severance Period; and (iii) all previously earned, accrued, and unpaid benefits from the Company and its employee benefit plans, including any such benefits under the Company’s pension, disability, and life insurance plans, policies, and programs. If, prior to the date on which the Company’s obligations under clause (i) of this Section 5(a) cease, the Executive violates Section 6 hereof, then the Company shall have no obligation to make any of the payments that remain payable by the Company under clauses (i) and (ii) of this Section 5(a) on or after the date of such violation. The payment of severance as required by this Section 5(a) may be conditioned by the Company on the delivery by the Executive of a release of any and all claims that the Executive may have against the Company which release shall be in form and substance satisfactory to the Company.
Certain Severance Payments. If during the Term the Company terminates the Term pursuant to Section 4(d) hereof or the Executive terminates the Term pursuant to Section 4(e) hereof, all compensation payable to the Executive under Section 3 hereof shall cease as of the date of termination of the Tern specified in the Company’s or Executive’s notice, as the case may be (the “Termination Date”), and, subject to the final sentence of this Section 5(a), the Company shall pay to the Executive, subject to Sections 5(c), 6 and 7(e) hereof, the following sums: (i) an amount equal to the sum of (a) the Base Salary, as in effect on the Termination Date, payable over the twelve (12) month period following the Termination Date (the “Severance Period”) and (b) an amount equal to the Target Bonus, payable in a lump-sum within five (5) Business Days following the Termination Date; (ii) benefits under group health insurance plans in which the Executive participated prior to termination through the earlier of (x) the end of the Severance Period and (y) the date upon which the Executive commences employment with any other Person; (iii) all accrued and unpaid Base Salary through the Termination Date; (iv) any accrued but unpaid Bonus in respect of any fiscal year ending prior to the fiscal year in which the Termination Date falls (which shall be paid notwithstanding any requirement that the Executive otherwise be employed by the Company on the date of the payment of such Bonus); (v) any unpaid or unreimbursed expenses incurred by the Executive through the Termination Date in accordance with Section 3(d) hereof; and (vi) to the extent permitted under the applicable plans, programs or policies, if any, all previously earned, accrued, and unpaid benefits from the Company and its employee benefit plans, including any such benefits which have become vested prior to the Termination Date under the retirement plans, and any other such benefits under disability, and life insurance plans, policies, and programs applicable to the Company which benefits, if any, shall be payable as provided therein. If, prior to the end of the Severance Period, the Executive violates Section 6 hereof, then the Company shall have no obligation to make any of the payments that remain payable by the Company under clauses (i) and (ii) of this Section 5(a) on or after the date of such violation.
Certain Severance Payments. If during the Term the Company terminates this Employment Agreement pursuant to Section 4(d) hereof, or the Executive terminates this Employment Agreement pursuant to Section 4(e) hereof, all compensation payable to the Executive under Section 3 hereof shall cease as of the date of termination specified in the Company’s notice (the “Termination Date”), and the Company shall in addition to paying the Accrued Amounts, pay to the Executive, subject to Section 6 hereof, the following sums: (i) the Base Salary on the Termination Date for the greater of (x) six months and (y) the remainder of the Term (the applicable period being referred to as the “Severance Period”), payable in monthly installments; If, prior to the date on which the Company’s obligations under clause (i) of this Section 5(a) cease, the Executive violates Section 6 hereof, then the Company shall have no obligation to make any of the payments that remain payable by the Company under this section on or after the date of such violation. The payment of severance as required by this Section 5(a) may be conditioned by the Company on the delivery by the Executive of a release of and all claims that the Executive may have against the Company which release shall be in form and substance satisfactory to the Company.
Certain Severance Payments. If during the Term the Company terminates this Agreement pursuant to Section 5(b)(ii) hereof, all compensation payable to the Executive under Section 4 hereof shall cease as of the date of termination specified in the Company’s notice (the “Termination Date”), and the Company shall pay to the Executive, subject to Section 6 hereof, an amount equal to the Base Salary for six (6) months, payable in a lump sum on the Termination Date, and all previously earned, accrued, and unpaid benefits from the Company and its employee benefit plans, including any such benefits under the Company’s pension, disability, and life insurance plans, policies, and programs. Notwithstanding the foregoing, if the Executive has violated Section 6 hereof, then the Company shall have no obligation to make the foregoing payments. The payment of severance as required by this Section 5(a) may be conditioned by the Company on the delivery by the Employee of a release of any and all claims that the Employee may have against the Company which release shall be in form and substance satisfactory to the Company.
Certain Severance Payments. Sellers and Shareholders agree to reimburse Buyer or any GECITS Entity for all severance payments (but not in excess of the severance payments that such Transferred Employees would have received if they had been terminated by Sellers, Shareholder or XLConnect on the Closing Date) made to the first ten Transferred Employees whose employment is terminated by Buyer or such GECITS Entity during the 60 days following the Closing Date. Buyer shall request such reimbursement in writing addressed to XLSource which request shall provide the names and amounts of the severance payments made for which reimbursement is requested. Sellers and Shareholders shall make such reimbursement within 10 days following receipt of any such request.
Certain Severance Payments. Immediately prior to the Closing (or on the date which is six months and one day following the Closing Date, if required by Section 409A of the Code), and subject thereto, the Company shall make lump sum cash payments to the employees of the Company whose names are shown on the list made available to the Parent pursuant to Section 3.14(k), each in an amount shown adjacent to each such employee’s name on such list and net of federal, state and local withholding taxes required to be withheld with respect to such payments, subject to a general release (or releases) of all claims of any kind whatsoever that the employee may have against the Company, known or unknown as of the Closing Date (and as of the date of payment as required by Section 409A of the Code, as the case may be) (other than claims under COBRA, and claims to vested accrued benefits under the Company’s tax-qualified retirement plans) to be executed in each case by the Company and the employee, in such form as the parties shall reasonably agree. The parties intend for such payments to be in lieu of all severance, termination or change-in-control payments pursuant to employment, severance, or change in control agreements in effect between the Company and the employees, other than as relates to the Company Stock Options.
Certain Severance Payments. Buyer or one of its Affiliates shall reimburse Seller for 100% of any severance or similar termination payments or benefits actually paid or provided by Seller or any of its Affiliates in accordance with Applicable Law or the terms of an applicable Employee Plan to any Seller Business Employee (other than a Non-Core Employee) to whom Buyer is required to make an offer of employment pursuant to Section 9.01(a) and fails to make an offer of employment which complies in all material respects with the terms and conditions described in this Article 9 and Applicable Law (a “Compliant Offer”) if (i) such Seller Business Employee (x) does not receive such offer or (y) rejects such offer and (ii) Seller or one of its Affiliates provides notice of the termination of employment of such Seller Business Employee with Seller and its Affiliates not later than 30 days following the last to occur of (A) the Closing Date, (B) the Leave Return Date, if applicable, or (C) if applicable, the expiration of the period that such Seller Business Employee provides services to Buyer pursuant to the Transition Services Agreement. Buyer or one of its Affiliates shall reimburse Seller for 50% of any severance or similar termination payments or benefits actually paid or provided by Seller or any of its Affiliates in accordance with Applicable Law or the terms of an applicable Employee Plan to any Seller Business Employee (other than a Non-Core Employee) to whom Buyer is required to make an offer of employment pursuant to Section 9.01(a) and makes a Compliant Offer if (y) such Seller Business Employee rejects such Compliant Offer and (z) Seller or one of its Affiliates provides notice of termination of the employment of such Seller Business Employee with Seller and its Affiliates not later than 30 days following the last to occur of (A) the Closing Date, (B) the Leave Return Date, if applicable, or (C) if applicable, the expiration of the period that such Seller Business Employee provides services to Buyer pursuant to the Transition Services Agreement. Notwithstanding anything in this Section 9.03 to the contrary, in no event shall Buyer be obligated under this Section 9.03 to reimburse Seller for any severance or similar termination payments or benefits made by Seller or its Affiliates to a Seller Business Employee to the extent that the amount of such payments or benefits exceeds the amount of the payments or benefits to which such Seller Business Employee would have been entitled unde...
Certain Severance Payments. Without limiting the generality of Section 2.1, Manager shall make or cause to be made the severance payments set forth on Schedule 2.2.
Certain Severance Payments. (i) Notwithstanding any of the foregoing to the contrary, Pfizer will retain or assume the responsibility for all Liabilities pursuant to the Enhanced Severance Plan incurred on or prior to the Closing Date, including any payments and benefits due or payable as a result of the transactions contemplated by this Agreement or as a result of the occurrence of the Closing. In the event Enhanced Severance Plan benefits are determined to be due upon or as a result of the Closing, Pfizer shall pay any such amounts as soon as practicable following such determination. With respect to the individuals listed on Schedule 7.5(m), Purchaser shall assume responsibility for all Liabilities and obligations pursuant to the Enhanced Severance Plan incurred solely as a result of Purchaser's actions in terminating (either actually or constructively as defined in the Enhanced Severance Plan) the employment of any participant in such plan after the Closing Date and within the protection period applicable to such individual under such plan. In the event it is determined by the IRS that a 280G excise tax is due as a result of Purchaser’s payment of Enhanced Severance Plan benefits to any of the individuals listed on Schedule 7.5(m), Pfizer shall reimburse Purchaser for any such tax-related “gross-up” payments made by Purchaser to such participants in accordance with the provisions of the Enhanced Severance Plan. Such reimbursement shall be made by Pfizer solely in the event Purchaser makes such “gross-up” payment subsequent to the IRS’s determination that a 280G excise tax is due as a result of such Enhanced Severance Plan benefits by Purchaser.
(ii) Terminated Employees shall only be entitled to receive benefits under the Employee Severance Program, based upon such Terminated Employees’ prior service with Pfizer and its Affiliates, and any other benefits or payments required by Law.
Certain Severance Payments. If during the Term the Company terminates this Employment Agreement pursuant to Section 4(d) (Termination without Cause) hereof, all compensation payable to the Executive hereunder shall cease as of the date of termination specified in the Company's notice (the “Termination Date”), and the Company shall pay to the Executive, subject to Section 6 hereof, the following sums: (i) the Base Salary on the Termination Date for the lesser of the remainder of the Term or six (6) months (the applicable period being referred to as the “Severance Period”), paid on a bi-weekly schedule; (ii) benefits under group health and life insurance plans in which the Executive participated through the Severance Period; and (iii) all previously earned, accrued, and unpaid salary, bonuses, benefits from the Company and its Executive benefit plans, including any such benefits under the Company's pension, disability, and life insurance plans, policies, and programs. Notwithstanding the foregoing, the Executive shall not be entitled to receive the payment described in this Section 5(a) unless and until the Executive signs a release of liability in form and substance reasonably satisfactory to the Company.
