Common use of Compensation Following Termination of Agreement; Vesting Clause in Contracts

Compensation Following Termination of Agreement; Vesting. a. In the event this Agreement is automatically terminated under Section 5.3 or is terminated by Company for cause under Section 5.4, Company shall cease paying to Agent any compensation due to Agent under this Agreement and no further payment shall be due. This termination of payment shall be independent of any other rights that Company may have as a result of the breach of this Agreement; b. Upon termination of this Agreement without cause, any compensation due to Agent as set forth on the Agent Compensation Schedule in effect as of the effective termination date of this Agreement shall be vested in Agent and payable to Agent by the Company regardless of whether this Agreement is still in force at the time such compensation become due for as long as each such applicable Member remains enrolled in the Product with the Company and premiums continue to be paid by CMS and the Member, as applicable, and, for MA and PDP Plans, provided that Agent, (and for applications written by Representatives, provided that Agent and Representative) remain licensed, appointed and certified by the Company as having completed the training and testing required by the Company for each renewal year.. The obligation of the Company to pay such compensation shall cease in the event that (i) Agent, at any time while such payments continue, contacts existing Members for the purpose of replacing any of the Products with a Medicare Advantage Plan, Prescription Drug Plan, Medicare Supplement Plan or other Product offered by another MA Organization, PDP Plan Sponsor, health plan or insurer (notwithstanding anything to the contrary herein above, the parties expressly acknowledge and agree that the occasional or inadvertent replacement of business is practically unavoidable and that unless such conduct is part of an intentional effort to migrate the Company’s business to a competitor of the Company, it shall not give rise to the cessation of payments provided for hereunder and furthermore, the parties hereto acknowledge and agree that the foregoing shall not apply in any instance where the Company’s services or coverage are no longer generally accepted in such Member’s geographic area), (ii) Agent, at any time while payments continue, engages in any of the conduct set forth in Section 5.4 which would have given rise to a termination for breach, or (iii) the Company’s payments to Agent as required by this Agreement are less than Two Thousand Dollars ($2000.00) per year. This Section 5.7 shall survive termination of this Agreement.

Compensation Following Termination of Agreement; Vesting. a. In the event this Agreement is automatically terminated under Section 5.3 4.3 or is terminated with cause by Company for cause under Section 5.44.4, the Company shall cease paying compensation to Agent any compensation due to Agent under this Agreement and no further payment shall be due. This termination of payment shall be independent of any other rights that Company may have as a result of the breach of this Agreement;. b. Upon the termination without cause of this Agreement without causeby the Company, any the compensation due to Agent as set forth on in the Agent Compensation Commission Schedule in effect as of the effective termination date of this Agreement shall be vested in Agent and payable to Agent by the Company regardless of whether this Agreement is still in force at the time such compensation become becomes due for as so long as each such applicable the Member remains enrolled in the Product with the Company and the premiums continue continued to be paid by CMS and the Member, as applicable, and, for MA and PDP Plans, provided that Agent, (and for applications written by Representatives, provided that Agent and Representative) remain licensed, appointed and certified by the Company as having completed the training and testing required by the Company for each renewal year.. . The obligation of the Company to pay such compensation shall cease in the event that (i) Agent, at any time while such payments continue, contacts existing Members for the purpose of replacing any of the Products with a Medicare Advantage Plan, Prescription Drug Plan, Medicare Supplement Plan or other Product offered by another MA Organization, PDP Plan Sponsor, health plan or insurer (notwithstanding anything to the contrary herein above, the parties expressly acknowledge and agree that the occasional or inadvertent replacement of business is practically unavoidable and that unless such conduct is part of an intentional effort to migrate the Company’s business to a competitor of the Company, it shall not give rise to the cessation of payments provided for hereunder and furthermore, the parties hereto acknowledge and agree that the foregoing shall not apply in any instance where the Company’s services or coverage are no longer generally accepted in such Member’s geographic area), (ii) Agent, at any time while payments continue, engages in any of the conduct set forth in Section 5.4 4.4 which would have given rise to a termination for breach, or (iii) the Company’s payments to Agent as required by this Agreement are less than Two Thousand Six Hundred Dollars ($2000.00600.00) per year. This Section 5.7 4.7 shall survive termination of this Agreement.

Compensation Following Termination of Agreement; Vesting. a. In the event this Agreement is automatically terminated under Section 5.3 or is terminated by the Company for cause under Section 5.4, the Company shall cease paying to Agent any compensation due to Agent under this Agreement and no further payment shall be due. This termination of payment shall be independent of any other rights that the Company may have as a result of the breach of this Agreement; b. Upon termination of this Agreement without cause, any compensation due to Agent as set forth on the Agent Compensation Schedule in effect as of the effective termination date of this Agreement shall be vested in Agent and payable to Agent by the Company regardless of whether this Agreement is still in force at the time such compensation become due for as long as each such applicable Member remains enrolled in the Product with the Company and premiums continue to be paid by CMS and the Member, as applicable, and, for MA and PDP Plans, provided that Agent, (and for applications written by Representatives, provided that Agent and Representative) remain remains licensed, appointed and certified by the Company as having completed the training and testing required by the Company for each renewal year.. The obligation of the Company to pay such compensation shall cease in the event that (i) Agent, at any time while such payments continue, contacts existing Members for the purpose of replacing any of the Products with a Medicare Advantage Plan, Prescription Drug Plan, Medicare Supplement Plan prescription drug plan or other Product offered by another MA Organization, PDP Plan Sponsorsponsor of prescription drug plan, health plan or insurer (notwithstanding anything to the contrary herein above, the parties expressly acknowledge and agree that the occasional or inadvertent replacement of business is practically unavoidable and that unless such conduct is part of an intentional effort to migrate the Company’s business to a competitor of the Company, it shall not give rise to the cessation of payments provided for hereunder and furthermore, the parties hereto acknowledge and agree that the foregoing shall not apply in any instance where the Company’s services or coverage are no longer generally accepted in such Member’s geographic area), (ii) Agent, at any time while payments continue, engages in any of the conduct set forth in Section 5.4 which would have given rise to a termination for breach, or (iii) the Company’s payments to Agent as required by this Agreement are less than Two Thousand Dollars ($2000.00) 200 per year. This Section 5.7 shall survive termination of this Agreement.