Compensation and Benefits Upon Termination of Employment Sample Clauses

Compensation and Benefits Upon Termination of Employment. Upon termination of the Executive’s employment (such date of termination being referred to as the “Termination Date”), the Company will pay the Executive the compensation and benefits as described in this Section 3.

Compensation and Benefits Upon Termination of Employment. At all times after the Effective Date, the Employee shall be entitled to receive additional compensation and benefits upon a termination of Employee’s employment as follows:

Compensation and Benefits Upon Termination of Employment. (a) If the Company shall terminate the Executive's employment after a Change in Control other than pursuant to Section 3(b), 3(c) or 3(d) and Section 3(f), or if the Executive shall terminate his employment for Good Reason, then the Company shall pay to the Executive, as severance compensation and in consideration of the Executive's adherence to the terms of Section 5 hereof, the following: (1) On the Date of Termination, the Company shall become liable to the Executive for an amount equal to three times the Executive's average annual compensation from the Company (as reported on Form W-2 pursuant to applicable provisions of the Internal Revenue Code of 1986, as amended (the "Code")) for the five years ending prior to the Date of Termination, which amount shall be paid to the Executive in cash on or before the fifth day following the Date of Termination. (2) For a period of three years following the Date of Termination, the Executive and anyone entitled to claim under or through the Executive shall be entitled to all benefits under the group hospitalization plan, health care plan, dental care plan, life or other insurance or death benefit plan, or other present or future similar group employee benefit plan or program of the Company for which key executives are eligible at the date of a Change in Control, to the same extent as if the Executive had continued to be an employee of the Company during such period and such benefits shall, to the extent not fully paid under any such plan or program, be paid by the Company. (3) For a period of three years after the Date of Termination, the Company shall allow the Executive to utilize for his business and personal use any Company leased automobile previously furnished to him or an equivalent type and style of automobile and shall reimburse the Executive for the maintenance and repair costs of such automobile and extend full insurance coverage relating to such automobile in favor of the Executive, as additional named insured, during such three-year period. In addition, the Executive shall be entitled, at the Executive's sole discretion, to exercise any option to acquire such automobile pursuant to the terms which may be provided in the lease agreement for the automobile in question. (b) The parties hereto agree that the payments provided in Section 4(a) hereof are reasonable compensation in light of the Executive's services rendered to the Company and in consideration of the Executive's adherence to the terms of Sect...

Compensation and Benefits Upon Termination of Employment. (a) If the Company shall terminate the Executive’s employment after a Change in Control other than pursuant to Section 3(b), 3(c) or 3(d) and Section 3(f), or if the Executive shall terminate his employment for Good Reason, then the Company shall pay to the Executive, as severance compensation and in consideration of the Executive’s adherence to the terms of Section 5 hereof, the following: (i) On the Date of Termination, the Company shall become liable to the Executive for an amount equal to two times the Executive’s annual base compensation, targeted base bonus and annual car allowance on the date of the Change in Control, which amount shall be paid to the Executive in cash on or before the fifth day following the Date of Termination. (ii) For a period of two years following the Date of Termination, the Executive and anyone entitled to claim under or through the Executive shall be entitled to all benefits under the group hospitalization plan, health care plan, dental care plan, life or other insurance or death benefit plan, or other present or future similar group employee benefit plan or program of the Company for which key executives are eligible at the date of a Change in Control, to the same extent as if the Executive had continued to be an employee of the Company during such period and such benefits shall, to the extent not fully paid under any such plan or program, be paid by the Company. (iii) Notwithstanding any other provision of this Agreement, it is intended that any payment or benefit provided pursuant to or in connection with this Agreement that is considered to be nonqualified deferred compensation subject to Section 409A of the Code shall be provided and paid in a manner, and at such time and in such form, as complies with the applicable requirements of Section 409A of the Code. If and to the extent required by Section 409A of the Code, no payment or benefit shall be made or provided to a “specified employee” (as defined below) prior to the six (6) month anniversary of the Executive’s separation from service (within the meaning of Section 409A(a)(2)(A)(i) of the Code). The amounts provided for in this Agreement that constitute nonqualified deferred compensation shall be paid as soon as the six month deferral period ends. In the event that benefits are required to be deferred, any such benefit may be provided during such six month deferral period at the Executive’s expense, with the Executive having a right to reimbursement from the Company...

Compensation and Benefits Upon Termination of Employment. (a) If the Company shall terminate the Executive’s employment after a Change in Control other than pursuant to Section 3(b), 3(c) or 3(d) and Section 3(f), or if the Executive shall terminate Executive’s employment for Good Reason, in either case, on or within three years after a Change in Control, then the Company shall pay to the Executive, as severance compensation and in consideration of the Executive’s adherence to the terms of Section 5 hereof, subject to Section 17 below, the following: (i) On the Date of Termination, the Company shall become liable to the Executive for an amount equal to _________ (_____) times the Executive’s annual base compensation and targeted base bonus on the date of the Change in Control, which amount shall be paid to the Executive in cash on or before the fifth business day following the Date of Termination. (ii) For a period of _____ (___) months following the Date of Termination, the following benefits are provided to the Executive: a) if the Executive elects and remains eligible for COBRA coverage for the Executive and anyone entitled to claim under or through the Executive, the Executive shall be entitled to purchase the COBRA coverage under the group medical plan, dental plan or vision plan at a subsidized COBRA rate each month equal to the “active” employee contribution rate for Executive and dependents (where applicable); and b) Executive’s participation in the life or other similar insurance or death benefit plan, or other present or future similar group employee benefit plan or program of the Company (excluding short-term or long-term disability insurance) for which key executives are eligible at the date of a Change in Control, to the same extent as if the Executive had continued to be an employee of the Company during such period and such benefits shall, to the extent not fully paid under any such plan or program, be paid by the Company no less frequently than monthly. If Executive is not permitted to participate in any such plan after the Date of Termination or Executive’s participation in such plans would have adverse consequences for the Company, the Company may procure comparable coverage for the Executive elsewhere on the same relative terms. (iii) Notwithstanding any other provision of this Agreement, it is intended that any payment or benefit provided pursuant to or in connection with this Agreement that is considered to be nonqualified deferred compensation subject to Section 409A of the Code shall be pro...

Compensation and Benefits Upon Termination of Employment. Upon termination of your employment (such date of termination being referred to as the "Termination Date"), regardless of when such termination occurs, the Company will pay you the compensation and benefits as described in this Section 5. (a) The Company will pay you on or about the Termination Date all salary and vacation pay, if any, that has been earned or accrued through the date of your termination from the Company and has not yet been paid. (b) If your employment terminates at any time after the Effective Date for any reason other than (x) by the Company for embezzlement, fraud or conviction of a felony, or (y) by you voluntarily prior to the sixtieth (60th) day following the Effective Date, the Company will pay you your Base Salary for a period of twelve (12) months following your Termination Date (the "Severance Payment"). Without limiting the foregoing, it is agreed that if you are entitled to receive the Severance Payment based on a termination of your employment within twelve (12) months of the Effective Date, the Company may pay the Severance Payment in equal installments over a period of eighteen (18) months. (c) You may be entitled to continuation of applicable life insurance, accidental death and disability or other benefits provided that you make an appropriate conversion and comply with the requirements of the applicable benefit plans. (d) You will not be entitled to receive any other compensation or benefits provided by, through or on behalf of the Company, under this Agreement other than benefits that are vested as of the date of termination and that are payable in accordance with the terms of any applicable benefit plan. (e) You acknowledge and agree that the compensation and benefits provided above have been negotiated with the Company and shall be deemed to fully satisfy any notice requirements which may be required by any jurisdiction. This Section 5 constitutes your only rights to compensation, benefits, damages, or other remedies arising out of the termination of your employment. (f) The provisions of this Section 5 shall survive termination of this Agreement.

Compensation and Benefits Upon Termination of Employment. Upon termination of your employment (such date of termination being referred to as the "Termination Date"), regardless of when such termination occurs, the Company will pay you the compensation and benefits as described in this Section 5. (a) The Company will pay you on or about the Termination Date all salary, profit sharing and vacation pay, if any, that has been earned (or, in the case of profit sharing payments, that would have been earned) or accrued through the date of your termination from the Company and has not yet been paid (in the case of profit sharing payments, such amounts to be prorated based on the Termination Date). (b) You may be entitled to continuation of applicable life insurance, accidental death and disability or other benefits for one (1) year, provided that you make an appropriate conversion and comply with the requirements of the applicable benefit plans. (c) You will not be entitled to receive any other compensation or benefits provided by, through or on behalf of the Company, under this Agreement other than benefits that are vested as of the date of termination and that are payable in accordance with the terms of any applicable benefit plan. (d) You acknowledge and agree that the compensation and benefits provided above have been negotiated with the Company and shall be deemed to fully satisfy any notice requirements which may be required by any jurisdiction. This Section 5 constitutes your only rights to compensation, benefits, damages, or other remedies arising out of the termination of your employment. (e) The provisions of this Section 5 shall survive termination of this Agreement.

Compensation and Benefits Upon Termination of Employment. (a) If the Company shall terminate the Executive's employment after a Change in Control other than pursuant to Section 3(b), 3(c) or 3(d) and Section 3(f), or if the Executive shall terminate his employment for Good Reason, then the Company shall pay to the Executive, as severance compensation and in consideration of the Executive's adherence to the terms of Section 5 hereof, the following: (1) On the Date of Termination, the Company shall become liable to the Executive for an amount equal to the Executive's annual base salary on the date of the Change in Control plus an amount equal to the percentage of the Executive's salary corresponding to the percentage of salary set as the available target bonus for the Executive for the year preceding the Change in Control, which amount shall be paid to the Executive in cash in bi-weekly increments, or otherwise in accordance with the Company's payroll policies over the one-year period following the Date of Termination. All such payments will be subject to any legally required withholding under applicable federal and state laws. For so long as the Executive receives payments from the Company pursuant to the terms of this paragraph, the Executive's termination shall not be considered a termination of employment with respect to any Company stock option or stock purchase plan.

Compensation and Benefits Upon Termination of Employment. Upon termination of the Employee’s employment (such date of termination being referred to as the “Termination Date”), the Company will pay the Employee the compensation and benefits as described in this Section 3.

Compensation and Benefits Upon Termination of Employment. Upon termination of your employment (such date of termination being referred to as the "Termination Date"), the Company will pay you the compensation and benefits as described in this Section 5. (a) The Company will pay you on or about the Termination Date all salary and vacation pay, if any, that has been earned or accrued through the date of your termination from the Company and has not yet been paid. (b) If your employment terminates at any time after the Start Date (i) by the Company other than for "cause" as defined below, or (ii) by your for "good reason": then following your Termination Date, in addition to the consideration described in Section 5(a): (A) subject to subsection (B) below, the Company will continue to pay your Base Salary at the times and in the amounts set forth in Section 3(a) until the first anniversary of the Termination Date. (B) Notwithstanding the foregoing subsection (A),if your employment terminates in connection with any prohibition by a court of law on your providing services to the Company (a "Prohibition"), (I) the Company will continue to pay you your Base Salary at the times and in the amounts set forth in Section 3(a) only until the earliest to occur of: (aa) the first anniversary of the effective date of the Prohibition or (bb) such time as you have commenced employment with another employer at a base salary at least equal to the Base Salary; PROVIDED, that if you are employed by another employer at a base salary less than the Base Salary, the amount so payable by the Company under clause (aa) shall be reduced by the amount of base salary earned at the new employment position and (II) if such Prohibition occurs (aa) during the 180 day period commencing on the Start Date, all sock options referred to in Section 3(c) shall immediately and automatically terminate, the Company shall refund to you the exercise price, if any, previously paid by you upon exercise of such option and the shares issued upon such exercise shall be automatically cancelled, or (bb) during the period commencing on the 181st day after the Start Date and ending on the 365th day after the Start Date, the stock option referred to in Section 3(c) shall immediately and automatically terminate as to such number of shares equal to the product of (x) the difference between 365 and the actual number of days that have elapsed from the Start Date until the Termination Date, multiplied by (y) a fraction, the numerator of which is 378,907 and the denominator of ...