Compensation Upon Early Termination. (a) In the event of termination of this Agreement for “justifiable cause” as described in Section 4.1, or pursuant to Section 1.2 hereof, Employee shall be entitled to the compensation earned by him before the effective date of termination, as provided for in this Agreement, computed pro rata up to and including that date, in lieu of salary and other benefits under this Agreement.
(b) If prior to the expiration of the term of this Agreement Employee dies, the Company shall continue Employee’s compensation and coverage of Employee’s direct dependents (if any and if they are eligible) under all plans or programs of the types listed in Section 3.1 for a period of 120 days, provided that no benefits will continue past the end of the term of this Agreement.
(c) Upon a Change of Control or upon Employee’s termination for “Good Reason” as defined below, Employee shall then be entitled to receive, in lieu of salary and other benefits under this Agreement, (i) an amount equal to two weeks of his then-current base salary for every year Employee was employed by the Company, payable in equal semi-monthly payments in arrears without interest for a period of three (3) months, (ii) continued coverage under all plans or programs of the types listed in Section 3.1 until the sooner of 1 year or one (1) month after Employee becomes otherwise employed and eligible for other comparable coverage, and (iii) all other benefits provided to Employee under this Agreement for a period of thirty (30) days.
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. 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. The following shall be Executive’s exclusive compensation upon termination of employment prior to the expiration of the Term under this Agreement:
5.1 If Executive’s employment hereunder is terminated pursuant to Section 4.1 or 4.2 hereof, by the Company for Cause pursuant to Section 4.3 hereof pursuant to Section 4.4 hereof, Executive (or Executive’s estate in the case of death) shall be paid all Base Salary Executive has earned through the termination date and any vested benefits and vested equity awards to which Executive is entitled under written company policies or employee benefit or retirement plans maintained by the Company.
5.2 If Executive’s employment hereunder is terminated by the Company without Cause pursuant to Section 4.3 hereof, Executive shall be paid all Base Salary Executive has earned through the termination date and any vested benefits and vested equity awards to which Executive is entitled under written company policies or employee benefit or retirement plans. In addition, subject to Executive’s compliance with Section 6 of this Agreement and provided that Executive executes a waiver of all claims he may have against the Company in a form reasonably acceptable to the Company:
(i) Executive shall, for a period of three [3] months commencing on the termination date (the “Severance Period”), be entitled continued payment of Executive’s Base Salary at the rate in effect as of the termination date; and
(ii) The Company shall pay the same amount paid by the Company during Executive’s employment with the Company towards the premiums for insurance continuation pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”) for up to twelve [12] months should Executive elect COBRA continuation coverage following termination. The Company’s obligation to make such payments shall cease prior to the end of such period if Executive becomes eligible for health insurance in his new employment.
5.3 Employee shall not be required to mitigate the amount of any payment provided for in this Agreement by seeking other employment or otherwise, and no such payment shall be offset or reduced as a result of Employee obtaining new employment.
5.4 Nothing contained herein shall be construed to deprive Executive of any vested benefits, vested retirement plan rights, insurance continuation, or similar legal rights independently provided for under the Executive Retirement Income Security Act of 1974 (“ERISA”), COBRA or any similar laws.
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 Bank 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 PTO due 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 Bank 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.
(b) By the Bank other than for Cause. Except as otherwise expressly provided in Section 4.4(d), if, prior to the scheduled expiration of the Term, the Bank terminates the Employee's employment without Cause, the Employee shall be entitled to receive and be paid solely (i) the Employee's salary then in effect until the expiration of six months following the effective date of the termination of Employee's employment payable over such period at the Bank's regular and customary intervals for the payment of salaries as in effect from time to time ("Severance Pay"), (ii) any accrued PTO due pursuant to Section 3.4, (iii) any amounts due pursuant to Section 3.6, (iv) any Vested Benefits, and (v) any COBRA Rights, and the Bank shall have no further liability or other obligation of any kind whatsoever to the Employee. The payment of Severance Pay shall constitute liquidated damages in lieu of any and all claims by the Employee against the Bank, shall be in full and complete satisfaction of any and all rights which the Employee may enjoy hereunder, and shall constitute consideration for a full and unconditional release of any and all liability of the Bank or any of its shareholders, benefit plans, affiliate companies, subsidiaries, and the directors, officers, employees, t...
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 and restricted stock shall be deemed canceled as of that date.
(b) If Executive is involuntarily terminated without cause, 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, the greater of twelve (12) months of Executive’s salary or the remaining term of this Agreement for Executive’s salary, excluding any amounts for benefits, payable over that period on each payroll period. 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 accrue all pay and benefits described herein until the 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 involuntarily without cause or voluntarily from a breach of this Agreement by Employer, as a result of a Change in
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. (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. In the event that the Board terminates this Agreement prior to its expiration to appoint a permanent Superintendent, Xx. Xxxxxx 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. Employer shall pay to Employee the Termination Compensation set forth below upon the early termination of this agreement.
