Compensation Upon Early Termination Clause Samples

Compensation Upon Early Termination. (a) If Employee resigns during the term of this Agreement, or if this Agreement is terminated by Employer for cause, Employee shall be entitled to all accrued but unpaid Base Salary and vacation pay accrued through the date of delivery of notice of termination. (b) If Employee is terminated without cause, Employer shall pay to Employee as liquidated damages and in lieu of any and all other claims which Employee may have against Employer the greater of (i) six (6) months of Employee's salary excluding any amounts for benefits; or (ii) an amount equal to the then current per month Base Salary multiplied by the number of calendar months remaining of the term of this Agreement. Employer's payment pursuant to this subparagraph shall fully and completely discharge any and all obligations of Employer to Employee arising out of or related to this Agreement and shall constitute liquidated damages in lieu of any and all claims which Employee may have against Employer not including any obligation under the workers' compensation laws including Employer's liability provisions. Initials: Employee _________ Employer _________ (c) If Employee's employment is terminated as a result of death or total disability, Employee shall be entitled to accrued but unpaid Base Salary to date of termination. The date of termination shall be deemed the date of death or, in the event of disability, the date Employee qualified for total disability payments under Employer's long-term disability plan. (d) If Employee's employment is terminated as a result of a Change in Control of Employer, Employee shall be entitled to a lump-sum payment equal to three times Employee's Base Salary at the time. A "Change in Control" shall mean an event involving one transaction or a related series of transactions in which one of the following occurs: (i) Employer issues securities equal to 33% or more of Employer's issued and outstanding voting securities, determined as a single class, to any individual, firm, partnership or other entity, including a "group" within the meaning of section 13(d)(3) of the Securities Exchange Act of 1934; (ii) Employer issues securities equal to 33% or more of the issued and outstanding common stock of Employer in connection with a merger, consolidation or other business combination; (iii) Employer is acquired in a merger or other business combination transaction in which Employer is not the surviving company; or (iv) all or substantially all of Employer's assets are sold or tr...

Compensation Upon Early Termination. (a) If Executive resigns during the term of this Agreement (without mutual consent of Employer), or if this Agreement is terminated by Employer for cause, Executive shall be entitled only to all accrued but unpaid Base Salary and vacation pay accrued through the date of delivery of the notice of termination. Employer shall make this payment to Executive on the effective date of his termination of employment. All non-vested options and restricted stock shall be deemed canceled as of that date. 1) If Executive is involuntarily terminated without cause, (as “cause” is defined in Section 5.1 above), in addition to the accrued and unpaid Base Salary and accrued and unused vacation due as of the date of termination, Employer will also pay to Executive as liquidated damages and in lieu of any and all other claims which Executive may have against Employer, the sum equal to nine (9) months of Base Salary, payable bi-weekly in accordance with the Company’s payroll dates. Employer’s payment pursuant to this subparagraph shall fully and completely discharge any and all obligations of Employer to Executive arising out of or related to: (i) Executive’s employment with, and/or separation from employment with Employer; and (ii) this Agreement. The payment(s) made hereunder shall constitute liquidated damages in lieu of any and all claims which Executive may have against Employer or any of its officers, directors, employees, or other agents, except for any obligations under the workers’ compensation laws including Employer’s liability provisions. Initials: Executive /s/ JME Employer /s/ MTP

Compensation Upon Early Termination. Upon early termination, Employer shall pay Employee compensation as follows: (a) If Employee is terminated by Employer for cause, voluntarily resigns, dies, or becomes disabled as such term is used in Section 5.1 of this Agreement, Employer shall pay Employee, or Employees representative, all accrued but unpaid salary and vacation pay accrued through the effective date of the termination. (b) If Employee is terminated by Employer without cause, Employer shall pay to Employee as liquidated damages and in lieu of any and all other claims which Employee may have against Employer the amount equal to the Employee's monthly base salary multiplied by the number of months remaining of the term of this Agreement. Employer's payment pursuant to this section shall fully and completely discharge any and all obligations of Employer to Employee arising out of or related to this Agreement and shall constitute liquidated damages in lieu of any and all claims which Employee may have against Employer not including any obligation under the Workers Compensation laws including its Employer's Liability provisions.

Compensation Upon Early Termination. In the event that the Board terminates this Agreement prior to its expiration to appoint a permanent Superintendent, ▇▇. ▇▇▇▇▇▇ shall serve the District in an advisory capacity for the remainder of the term and shall be compensated at the same rate provided herein, unless the Parties mutually agree to other terms.

Compensation Upon Early Termination. (a) As a Result of Death, Cause or Resignation. If the Employee’s employment under this Agreement is terminated prior to the scheduled expiration of the Term by reason of his death, termination by the Company for Cause or resignation by the Employee, the Employee shall be entitled to be paid solely (i) the Employee's salary then in effect through the effective date of termination, (ii) any accrued paid time off pursuant to Section 3.4, (iii) any amounts due pursuant to Section 3.6, (iv) those benefits, if any, that have vested by operation of state or federal law or under any written term of a plan (“Vested Benefits”), and (v) health care coverage continuation rights under the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA Rights”), and the Company shall have no further liability or other obligation of any kind whatsoever to the Employee. In the case of termination as a result of the death of Employee, any amounts due pursuant to this Section 4.4(a) shall be paid to the Employee's estate, heirs (at law), devisees, legatees or other proper and legally entitled descendants, or the personal representative, executor, administrator or other proper legal representative on behalf of such descendants.

Compensation Upon Early Termination. (a) If Executive resigns during the term of this Agreement (without mutual consent of Employer), or if this Agreement is terminated by Employer for cause, Executive shall be entitled only to all accrued but unpaid Base Salary and vacation pay accrued through the date of delivery of the notice of termination. All non-vested options shall be deemed canceled as of that date. (b) If Executive is terminated without cause anytime within the first 30 months of the contract, as defined in Section 5.1 above, Employer shall pay to Executive as liquidated damages and in lieu of any and all other claims which Executive may have against Employer, twelve (12) months of Executive’s salary excluding any amounts for benefits. If Executive is terminated without cause during the six months thereafter, as defined in Section 5.1 above, Employer shall pay to Executive as liquidated damages and in lieu of any and all other claims which Executive may have against Employer, six (6) months of Executive’s salary excluding any amounts for benefits. Employer’s payment pursuant to this subparagraph shall fully and completely discharge any and all obligations of Employer to Executive arising out of or related to this Agreement and shall constitute liquidated damages in lieu of any and all claims which Executive may have against Employer not including any obligation under the workers’ compensation laws including Employer’s liability provisions. Initials: Executive Employer (c) If Executive’s employment is terminated as a result of death or total disability, Executive shall be entitled to accrued but unpaid Base Salary to date of termination. The date of termination shall be deemed the date of death or, in the event of disability, the date Executive qualified for total disability payments under Employer’s long-term disability plan. (d) If Executive’s employment is terminated as a result of a Change in Control of Employer, Executive shall be entitled to a lump-sum payment equal to three times Executive’s Base Salary at the time. A “Change in Control” shall mean an event involving one transaction or a related series of transactions in which one of the following occurs: (i) Employer issues securities equal to 33% or more of Employer’s issued and outstanding voting securities, determined as a single class, to any individual, firm, partnership or other entity, including a “group” within the meaning of Section 13(d)(3) of the Securities Exchange Act of 1934; (ii) Employer issues securities equa...

Compensation Upon Early Termination. Upon early termination, Employer shall pay Employee compensation as follows. (A) If Employee is terminated by Employer for cause, voluntarily resigns, dies, or becomes disabled as such term is used in Section 5.1 of this Agreement, Employer shall pay Employee, or Employee’s representative, all accrued but unpaid salary and vacation pay accrued through the effective date of the termination. (B) If Employee is terminated by Employer without cause, Employer shall pay to Employee as liquidated damages and in lieu of any and all other claims which Employee may have against Employer the amount equal to Employee's monthly base salary multiplied by the number of months remaining in the term of this Agreement, or payment amount equal to two years of Employee’s Base Salary, which ever is greater. Employer's payment pursuant to this section shall fully and completely discharge any and all obligations of Employer to Employee arising out of or related to this Agreement and shall constitute liquidated damages in lieu of any and all claims which Employee may have against Employer, not including any obligation under the Worker’s Compensation laws including its Employer's Liability provisions. (C) If Employee is terminated as the result of a Change in Control and Employee is not employed in the same capacity or being paid the same Base Salary by the new entity, then Employee shall receive a severance payment equal to two years of Employee’s Base Salary or the balance remaining to be paid under the terms of this Agreement, whichever is greater. In addition, if Employee is terminated as the result of a Change in Control and Employee is not employed in the same capacity by the new entity, Employer agrees to continue Employee’s medical and dental insurance benefits as provided during Employee’s employment with Employer for a period of two years from the effective date of the Change in Control, except as provided below in Section 5.3(C)(1) and Section 5.3(C)(2). (1) Employee agrees that he shall accept any plan coverage changes that may occur during the two-year period which apply to all employees in the workforce. (2) Employee agrees that he will notify Employer (or any successor of Employer) if he becomes employed in any capacity with another employer and becomes eligible to receive medical and dental insurance benefits through that employment prior to the expiration date of the two-year period set forth in this section. At such time, Employer shall no longer be obligated to ...

Compensation Upon Early Termination. As Executive's sole and exclusive compensation for Executive's early termination, the Company shall pay Executive as follows: (a) If due to his Disability or death, within ten (10) days after the Termination Date, the Company shall pay any amounts due to Executive for Base Salary though the Termination Date together with any other unpaid and pro rata amounts of accrued Incentive Compensation, vacation pay, sick leave and/or business expense reimbursements; (b) If due to termination by the Company for Good Cause or by Executive without Good Reason, within ten (10) days after the Termination Date, the Company shall pay Executive any amounts due to Executive for Base Salary through the Termination Date together with any other unpaid and pro rata amounts of accrued vacation pay, sick leave, and/or business expense reimbursements, but the Company shall have no duty to pay any Incentive Compensation which would otherwise be due and owing to Executive pursuant to Article 3.0 hereof. (c) If by the mutual agreement of the parties under Section 4.7 above, the Company shall provide Executive with the payments and benefits when and as specified in such agreement. (d) If due to a termination by the Company without Good Cause, termination by Executive for Good Reason, or any other material and uncured breach of this Agreement by the Company, the Company shall: (i) continue to pay all amounts due to Executive for Base Salary in accordance with Section 3.1 or Section 3.2 above, as may be the case, at the monthly rate in effect thereunder immediately prior to the Termination Date for twelve (12) months after the end of the month of such Termination Date; (ii) continue to pay all amounts due to Executive for the maximum amount of Incentive Compensation in accordance with Section 3.3 above, computed on the Base Salary as provided in Section 4.9(d)(i) above, in the same manner as if Executive had remained continuously employed for the relevant period set forth in Section 4.9(d)(i) above and had achieved all the goals and objectives for such Incentive Compensation during such period; (iii) pay any other unpaid and pro rata amounts of accrued vacation pay, sick leave, and/or business expense reimbursements; and (iv) continue to pay all premiums due for and to keep in full force and effect Executive's benefit arrangements in accordance with Section 3.6 above in the same manner as if Executive had remained continuously employed throughout the relevant period set forth in Section ...

Compensation Upon Early Termination. Employer shall pay to Employee the Termination Compensation set forth below upon the early termination of this agreement.