Conditions to Payment of Severance Benefits. As a condition of the Executive’s receipt of the Severance Benefits set forth in Section 6(b) above and the option acceleration referenced in Section 4 above, the Executive must execute and return to the Company a severance and release of claims agreement provided by and satisfactory to the Company (the “Severance Agreement”), and such Severance Agreement must become binding and enforceable within 60 calendar days after the Executive’s termination of employment. Payments will begin in the first pay period beginning after the Severance Agreement becomes binding, provided that if the foregoing 60 day period would end in a calendar year subsequent to the year in which the Executive’s employment ends, payments will not be made before the first payroll period of the subsequent year. The Executive further agrees that, on or prior to his termination or resignation date, the Company may convene an exit interview to review the status of accounts and matters for which the Executive has most recently been responsible to ensure that the Executive is fully entitled to the benefits which may be available under this Agreement and/or to confirm that the Executive clearly understands the nature and scope of all of his post-employment obligations. In addition, as a condition of the Executive’s receipt of the Severance Benefits set forth in Section 6(b) above and the option acceleration referenced in Section 4 above, the Executive agrees to (i) reasonably cooperate with the Company at its request in all matters relating to the winding up of his pending work on behalf of the Company and the orderly transfer of such work to other employees of the Company following any termination of employment, (ii) during the Severance Period, upon reasonable notice by the Company, make himself reasonably available to the Company on an as-needed basis in connection with the orderly transition of his duties without receiving any additional compensation other than the Severance Benefits, and (iii) reasonably cooperate in the resolution of any dispute (including, without limitation, litigation of any action) involving the Company that relates in any way to the Executive’s activities while employed by the Company. The Company shall reimburse the Executive for all reasonable out-of-pocket expenses incurred by the Executive in order to provide such cooperation.
Conditions to Payment of Severance Benefits. Within 45 days after the Officer’s Effective Date of Termination, to be eligible to receive (and continue to receive) and retain the payments and benefits described in Sections 2.3 (b), (c), (d) and (e), the Officer must comply with the terms of Article 4, and must execute and deliver to the Company (without subsequent revocation) a mutually acceptable agreement, in form and substance reasonably satisfactory to both the Officer and the Company, effectively releasing and giving up all claims the Officer may have against the Company and its subsidiaries, stockholders, successors and affiliates (and each of their respective employees, officers, plans and agents) arising out of or based upon any facts or conduct occurring prior to that date with the exception of (i) all payment of Severance Benefits, vested stock, deferred compensation and other benefits provided under the terms of this Agreement, (ii) the Officer’s right to continued indemnification to the fullest extent provided under the Company By-laws by reason of any act or omission performed or omitted by the Officer during the Officer’s employment, and (iii) the Officer’s rights to enforce the terms of this Agreement and xxx for its breach. Such agreement will also require the Officer to reaffirm and agree to comply with the terms of this Agreement and any other agreement signed by the Officer in favor of the Company or any of its subsidiaries or affiliates that is still in effect. To the extent that any severance benefits described in Section 2.3(b) or (c) are not exempt from Section 409A of the Code, payment of such benefit shall not be made until the 60th day following the Officer’s Effective Date of Termination.
Conditions to Payment of Severance Benefits. The provision of the Severance Benefits pursuant to Section 7(b) is (i) subject to, and expressly made contingent upon, the Executive executing and not revoking a general release of claims, in a form provided by the Company and (ii) subject to Section 12. The Executive further agrees that, on or prior to the termination or resignation date, the Company may convene an exit interview to review the status of accounts and matters for which the Executive has most recently been responsible to ensure that the Executive has fully obtained any entitlements which may be available under this Agreement and/or to confirm that the Executive clearly understands the nature and scope of all of his post-employment obligations. In addition, as a condition to the provision of the Severance Benefits, the Executive agrees to (i) reasonably cooperate with the Company at its request in all matters relating to the winding up of his pending work on behalf of the Company and the orderly transfer of such work to other employees of the Company following any termination of employment, (ii) during the Severance Period, upon reasonable notice by the Company, make himself reasonably available to the Company on an as-needed basis in connection with the orderly transition of his duties without receiving any additional compensation other than the Severance Benefits, and (iii) reasonably cooperate in the resolution of any dispute (including, without limitation, litigation or administrative action) involving the Company that relates in any way to the Executive’s activities while employed by the Company; provided, however, that the Company shall limit its requirement for future activities by the Executive pursuant to this paragraph to those activities which are necessary and reasonable for the effective conduct of Company’s business. The Company shall reimburse the Executive for all reasonable out-of-pocket expenses incurred by the Executive in order to provide such cooperation.
Conditions to Payment of Severance Benefits. As a condition of obtaining benefits under the ESP, the Covered Executive will be required to execute a Severance Agreement and General Release. Such Severance Agreement and General Release will contain the restrictive covenants set forth below regarding non-competition, confidentiality, non-disparagement and non-solicitation as well as a general release of claims against the Company and its Affiliates.
Conditions to Payment of Severance Benefits. Notwithstanding any provision herein to the contrary, payment of the Severance Benefits provided above are conditioned upon (i) your execution and non-revocation of a separation and release agreement in a form and in substance reasonably satisfactory to the Company within 60 days after your termination of employment, which may include such additional conditions as the Company may deem necessary or appropriate to protect and/or promote the interests of the Company, including your agreement not to compete with, not to solicit employees or customers from, and/or not to use or disclose confidential information of, the Company and its Subsidiaries for an agreed period of time. Any additional conditions imposed by the Company under the immediately preceding sentence shall be communicated to you not later than five business days after your termination date, and must be agreed to by you within 60 days following your termination of employment in order for you to be eligible to receive the Severance Benefits subject to such condition.
Conditions to Payment of Severance Benefits. The Company’s obligation to pay to the Employee the Remaining Payments described in Section 6.1(b)(iv)(B) hereof shall be subject to (i) the Employee’s compliance with the provisions of Section 12 hereof; (ii) delivery to the Company of the Employee’s resignations from all officer, directorships and fiduciary positions, if any, with the Company and its employee benefit plans; and (iii) the Employee’s execution and delivery to the Company without revocation of a valid Termination, Voluntary Release and Waiver of Rights Agreement, in substantially the form attached to this Agreement as Exhibit A (the “Release”).
Conditions to Payment of Severance Benefits. The Company’s obligation to pay to the Executive the severance benefits described in this Agreement shall be subject to (i) the Executive’s compliance with the provisions of Section 13 hereof; (ii) delivery to the Company of the Executive’s resignations from all officer, directorships and fiduciary positions, if any, with the Company, MPAL and their respective subsidiaries and employee benefit plans; and (iii) the Executive’s execution and delivery to the Company without revocation of a valid Termination, Voluntary Release and Waiver of Rights Agreement, in substantially the form attached to this Agreement as Exhibit A (the “Release”). By the time payment is to begin under Section 6.1(b)(iv)(A), the documentation described in (ii) above and the release described in (iii) above must have been executed and delivered to the Company and the revocation period relating to the release must have expired. If all of such conditions have not been met by the time payment is to begin, the benefits otherwise payable in accordance with Section 6.1(b)(iv) shall be forfeited and shall not be reinstated for any reason.
Conditions to Payment of Severance Benefits. Notwithstanding any provision herein to the contrary, payment of the Severance Benefits provided above are conditioned upon your execution and non-revocation of a separation and release agreement in a form and in substance reasonably satisfactory to the Company within 60 days after your termination of employment, which may include such additional conditions as the Company may deem necessary or appropriate to protect and/or promote the interests of the Company, including your agreement not to compete with, not to solicit employees or customers from, and/or not to use or disclose confidential information of, the Company and its Subsidiaries for two years after the Qualifying Termination. The business of Xxxx will be described in the restrictive covenants only to include products and services Xxxx Foods actually manufactures, processes, distributes or provides at the time of the Qualifying Termination; and the non-solicitation provisions shall be limited to customers of Xxxx Foods at the time of the Qualifying Termination and to employees who are employed by Xxxx Foods at the time of the Qualifying Event. Any additional conditions imposed by the Company under the immediately preceding sentence shall be communicated to you not later than five business days after your termination date and must be agreed to by you within 60 days following your termination of employment in order for you to be eligible to receive the Severance Benefits subject to such condition.
Conditions to Payment of Severance Benefits. The Company’s obligation to pay to the Executive the severance benefits described herein shall be subject to (i) the Executive’s compliance with the provisions of Section 15 hereof; (ii) delivery to the Company of the Executive’s resignations from all officer, directorships and fiduciary positions, if any, with Magellan, MPAL and their respective subsidiaries and employee benefit plans; and (iii) the Executive’s execution and delivery to the Company without revocation of a valid Termination, Voluntary Release and Waiver of Rights Agreement, in substantially the form attached to this Agreement as Exhibit A (the “Release”).
Conditions to Payment of Severance Benefits. In the event Company is obligated to pay Executive (or his estate or heirs, if applicable) the Severance Benefits pursuant to any provisions of this Section 5, the Severance Benefits shall be paid in a lump sum, within fifteen days following such termination date, subject to the following conditions: (x) Executive shall execute a written, complete waiver and release of all claims against Company relating to Executive's employment by Company or any termination thereof, within any applicable consideration or execution periods and in a form that is acceptable to Company; and (y) Executive does not later revoke such waiver and release of claims within any revocation period required by applicable law.
