Conditions to Benefits. Anything in this Agreement to the contrary notwithstanding, to receive the benefits enumerated in Paragraph 9, Employee shall execute and agree to be bound by a release agreement substantially in the form attached to this Agreement as Exhibit A.
Conditions to Benefits. All of the payments, benefits and rights of the Executive under this Agreement are subject to and contingent upon: (a) the Executive’s execution, delivery and non-revocation of an effective release of all claims against the Company and its affiliates substantially in the form attached hereto as Exhibit A or Exhibit B, as applicable (the “Release”) as of a date not later than the 60th day following the Executive’s Separation from Service, (b) the Executive’s resignation from all positions the Executive holds with the Company and its affiliates as of the date of the Separation from Service (or such other date requested or permitted by the Board), and (c) the Executive’s continued compliance with all of the Executive’s obligations to the Company and its affiliates, including but not limited to obligations under this Agreement and the Confidentiality Agreement.
Conditions to Benefits. Anything in this Agreement to the contrary notwithstanding:
(a) To receive the benefits enumerated in Paragraph 9, Employee shall execute and agree to be bound by a release agreement substantially in the form attached to this Agreement as Exhibit A; and
(b) Employee's right to receive any of the benefits provided for in Paragraph 9 or otherwise in this Agreement following termination of employment shall immediately cease and be of no further force or effect if Employee violates any of the covenants contained in Paragraphs 11, 12, 13, 14 or 15.
Conditions to Benefits. Anything in this Agreement to the contrary notwithstanding:
(a) To receive the benefits enumerated in Paragraph 9 hereof, Employee shall execute and agree to be bound by a release agreement substantially in the form attached to this Agreement as Exhibit A and, to the extent applicable, a resignation letter substantially in the form attached as Exhibit B, prior to, and as a condition to, receiving any payments or benefits provided for in Paragraph 9 hereof or otherwise following termination of his employment hereunder [and, if applicable, the release agreement may contain provisions required by federal, state or local law (e.g., the Older Worker's Benefit Protection Act) to effect a general release of all claims].
(b) Employee's right to receive any of the benefits provided for in Paragraph 9 or otherwise in this Agreement following termination of his employment hereunder shall immediately cease and be of no further force or effect if Employee violates any of the covenants contained in Paragraphs 13, 14, 15 or 16 hereof.
Conditions to Benefits. All of the payments, benefits and rights of the Executive under this Agreement are subject to and contingent upon: (a) the Executive’s execution, delivery and non-revocation of an effective release of all claims against the Company and its affiliates substantially in the form attached hereto as Exhibit A (the “Release”) as of a date not later than the 60th day following the Executive’s “separation from service”, as defined under Treasury Regulations Section 1.409A-1(h) and without regard to any alternative definition thereunder (“Separation from Service”), (b) the Executive’s resignation from all positions the Executive holds with the Company and its affiliates as of the date of the Separation from Service (or such other date requested or permitted by the Board of Directors of the Company (the “Board”), and (c) the Executive’s continued compliance with all of the Executive’s obligations to the Company and its affiliates, including but not limited to obligations under this Agreement and the Employee Proprietary Information Agreement between the Company and the Executive dated August 2, 1999 (such agreement, as amended from time to time, or any successor agreement, the “Confidentiality Agreement”), (with (a) through (c) collectively referred to as the “Severance Conditions”).
Conditions to Benefits. All group health care benefits provided to Employee during the Severance Period, as set forth in subparagraph 5(b) above, shall terminate immediately upon Employee becoming covered under any group benefit plan sponsored by any employer other than the Company. Provided that Employee (and his covered dependents, if applicable) shall continue to be eligible for and to receive benefits to which Employee is entitled under any other welfare benefit plan of the Company, the Caraustar Industries, Inc. Retirement Plan, the Caraustar Industries, Inc. Employees’ Savings Plan, the Caraustar Industries, Inc. Restoration Plan (the “SERP”) and the Extended CIC Agreement.
Conditions to Benefits. The rights of Executive to the consideration described in Sections 2(c), (f), (g) and (h), as applicable, are subject to continued satisfaction of the following conditions, which require that Executive shall not have done or do any of the following:
(a) Diverted or attempted to divert, directly or indirectly, any business of the Company, or induced, or attempted to induce, any customers of the Company not to purchase goods or services from the Company; provided, however, that in the event Executive becomes an officer, employee or director of any direct, indirect or potential customer of the Company (each, for purposes of this Section 3(a), a “Customer”) other than Intel Corporation following the Employment Termination Date, any action by Executive in his capacity as an officer, employee or director, as the case may be, of that Customer that results in that Customer’s decision not to purchase goods or services from the Company shall not constitute a breach of this Section 3(a).
(b) Initiate contact with any person for the purpose of inducing or attempting to induce, directly or indirectly, any person to leave his or her employment or consulting relationship with the Company, or not accept an employment or consulting relationship with the Company (in each case, through assistance to professional recruiters or potential employers, or direct solicitation or otherwise).
(c) Materially breached his confidentiality and assignment of invention obligations under the Executive’s Proprietary Information and Inventions Agreement, or materially breached any provision of this Agreement.
(d) Initiated, filed, financed, participated as a named plaintiff in or aided any action or other proceeding against the Company or any of its officers, directors or employees (including without limitation any class action or derivative action) based upon any claims, liens, demands, causes of action, obligations, damages or liabilities, other than (i) the submission to arbitration of a claim for payments or benefits due under this Agreement pursuant to the provisions of Section 5 and (ii) as compelled by lawfully issued and served subpoena or as otherwise required by law (collectively, any “Legal Request”); provided, however, that Executive must provide the Company with immediate notice of such Legal Request by forwarding a copy of such Legal Request to the Company’s Chief Executive Officer and at least one member of the Board of Directors who is not the Company’s Chief Executive Officer...
Conditions to Benefits under Section 3. Any payments or benefits made or provided pursuant to Section 3 are subject to Executive’s:
(i) compliance with the provisions of Section 16 hereof (to the extent applicable);
(ii) delivery to the Bank of an executed Release and Severance Agreement, which shall be substantially in the form attached hereto as Exhibit A, with such changes therein or additions thereto as needed under then applicable law to give effect to its intent and purpose; and
(iii) delivery to the Bank of a resignation from all offices, directorships and fiduciary positions with the Bank, its affiliates and employee benefit plans.
(b) Notwithstanding the due date of any post-employment payments, any amounts due under Section 3 shall not be due until after the expiration of any revocation period applicable to the Release and Severance Agreement.
Conditions to Benefits. All of the payments, benefits and rights of the Executive under this Agreement are subject to and contingent upon: (a) the Executive’s execution, delivery and non-revocation of an effective release of all claims against the Company and its affiliates substantially in the form attached hereto as Exhibit A or Exhibit B, as applicable (the “Release”)
Conditions to Benefits. All benefits provided to Employee during the Continuation Period, as set forth in subparagraph 3(b) above, except such benefits to which Employee is entitled under the Caraustar Industries, Inc. Retirement Plan, the Caraustar Industries, Inc. Employees’ Savings Plan and the Caraustar Industries, Inc. Restoration Plan (the “SERP”), shall terminate immediately upon Employee becoming covered under any group medical benefit plan sponsored by any employer.
