Conditions to Receipt of Post-Termination Benefits Sample Clauses

Conditions to Receipt of Post-Termination Benefits. As a condition to receiving any post-termination payments or benefits to which the Executive would otherwise be entitled under Section 9(b) of this Agreement (the "Post Termination Benefits"), the Executive shall execute a release (the "Release"), in a form and substance reasonably satisfactory to AESC, of any claims, whether arising under Federal, state or local statute, common law or otherwise, against the AE Companies and their respective officers, directors and stockholders which arise or may have arisen on or before the date of the Release, other than any claims for Post Termination Benefits under this Agreement or any rights to indemnification from the AE Companies pursuant to any provisions of the certificate of incorporation or by-laws of any of the AE Companies or any directors and officers liability insurance policies maintained by any of the AE Companies. If the Executive fails or otherwise refuses to execute a Release within a reasonable time after AESC's request to do so, the Executive will not be entitled to any Post Termination Benefits. In addition, if, following a termination of employment that gives the Executive a right to any Post Termination Benefits, the Executive engages in any activities that violate any of the covenants referred to in Section 7, the Employee shall have no further right or claim to any Post Termination Benefits and shall promptly repay any Post Termination Benefits previously received (such repayment to be in addition to any other rights or remedies available to the AE Companies in respect of such violation).
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Conditions to Receipt of Post-Termination Benefits under Section 8(b)(i). As a condition to receiving any Post-Termination Benefits (but not Pre-Termination Benefits) to which Mr. Fast would otherwise be entitled under Section 8(b)(i), Mr. Fast shall execute a release (the “Release”), in substantially the form of Annex A hereto, of any claims, whether arising under Federal, state or local statute, common law or otherwise, against the Company and its direct or indirect subsidiaries, and their respective officers, directors and stockholders which arise or may have arisen on or before the date of the Release, other than any claims under this Agreement or any rights to indemnification from the Company and its direct or indirect subsidiaries pursuant to any provisions of the Company’s (or any of its subsidiaries’) certificate of incorporation or by-laws, any written indemnification agreement between the Company and Mr. Fast or any directors and officers liability insurance policies maintained by the Company. If Mr. Fast fails or otherwise refuses to execute a Release or the Release is otherwise revoked or does not become effective within forty-five (45) days after the date of termination of employment, Mr. Fast will not be entitled to any Post-Termination Benefits. In addition, if, following a termination of employment that gives Mr. Fast a right to the payment of Post-Termination Benefits, Mr. Fast engages in any activities that violate any of the covenants in Section 6, Mr. Fast shall have no further right or claim to any Post-Termination Benefits and shall promptly repay any Post-Termination Benefits previously received (such repayment to be in addition to any other rights or remedies available to the Company in respect of such violation). The parties to this Agreement intend that the payment of any Post-Termination Benefits shall comply with Section 409A of the - 1 - Code, where applicable, and this Agreement shall be interpreted in a manner consistent with that intention. Notwithstanding any other provisions of this Agreement to the contrary, if as of the date of Mr. Fast’s “separation from service” (within the meaning of Section 409A of the Code and the applicable regulations) from the Company, Mr. Fast is deemed to be a “specified employee” (within the meaning of Section 409A of the Code) and the Company or any member of a controlled group including the Company is publicly traded on an established securities market or otherwise, no payment or other distribution required to be made to Mr. Fast hereunder (...
Sample 1
Conditions to Receipt of Post-Termination Benefits under Section 8(b). As a condition to receiving any Post-Termination Benefits (but not Pre-Termination Benefits) to which the Employee would otherwise be entitled under Section 8(b), the Employee shall execute a release (the "Release"), in a form and substance reasonably satisfactory to the Company, of any claims, whether arising under Federal, state or local statute, common law or otherwise, against the Company and its direct or indirect subsidiaries, and their respective officers, directors and stockholders which arise or may have arisen on or before the date of the Release, other than any claims under this Agreement or any rights to indemnification from the Company and its direct or indirect subsidiaries pursuant to any provisions of the Company's (or any of its subsidiaries') certificate of incorporation or by-laws or any directors and officers liability insurance policies maintained by the Company. If the Employee fails or otherwise refuses to execute a Release within a reasonable time after the Company's request to do so, the Employee will not be entitled to any Post-Termination Benefits. In addition, if, following a termination of employment that gives the Employee a right to the payment of Post-Termination Benefits, the Employee violates any terms of the covenants described in Section 6, the Employee shall have no further right or claim to any Post-Termination Benefits and shall promptly repay any Post-Termination Benefits previously received (such repayment to be in addition to any other rights or remedies available to the Company in respect of such violation).
Sample 1

Related to Conditions to Receipt of Post-Termination Benefits

  • Post-Termination Benefits If the Executive's employment shall be terminated for any reason following a Change in Control and during the Term, the Company shall pay to the Executive the Executive's normal post-termination compensation and benefits as such payments become due. Such post-termination compensation and benefits shall be determined under, and paid in accordance with, the Company's retirement, insurance and other compensation or benefit plans, programs and arrangements as in effect immediately prior to the Date of Termination or, if more favorable to the Executive, as in effect immediately prior to the occurrence of the first event or circumstance constituting Good Reason.

  • Termination Benefits (a) If Executive’s employment is voluntarily (in accordance with Section 2(a) of this Agreement) or involuntarily terminated within two (2) years of a Change in Control, Executive shall receive:

  • Other Termination Benefits In addition to any amounts or benefits payable upon a Termination of Employment hereunder, Executive shall, except as otherwise specifically provided herein, be entitled to any payments or benefits provided under the terms of any plan, policy or program of the Company in which Executive participates or as otherwise required by applicable law.

  • Compensation and Benefits Upon Termination (a) If Executive’s employment is terminated by reason of death or Disability, the Company shall pay Executive’s Base Salary, at the rate then in effect, in accordance with the payroll policies of the Company, through the date of such termination (in the event of Executive’s death, the payments will be made to Executive’s beneficiaries or legal representatives) and Executive shall not be entitled to any further Base Salary or any applicable bonus, benefits or other compensation for that year or any future year, except as may be provided in Sections 5(d) or (e) below or an applicable benefit plan or program, or to any severance compensation of any kind, nature or amount.

  • Severance Compensation upon Termination Subject to the provisions of Section 10 hereof, in the event of the Employee’s Termination upon a Change of Control, the Company shall pay to the Employee, within fifteen (15) days after the Termination Date (or as soon as possible thereafter in the event that the procedures set forth in paragraph (b) of Section 11 hereof cannot be completed within fifteen (15) days) an amount in cash equal to three (3) times the sum of the Employee’s Base Salary in effect either immediately prior to the Separation from Service or immediately prior to the Change of Control, whichever is higher.

  • Termination and Termination Benefits Notwithstanding the provisions of Section 3, the Executive's employment under this Agreement shall terminate under the following circumstances set forth in this Section 6.

  • PAYMENTS AND BENEFITS UPON TERMINATION (a) If within eighteen (18) months after a Change in Control, the Company terminates Employee's employment other than by reason of Employee's death, Disability, Retirement or for Cause, or if Employee terminates Employee's employment for Good Reason, then the Employee shall be entitled to the following payments and benefits:

  • ADDITIONAL COMPENSATION AND BENEFITS The Executive shall receive the following additional compensation and welfare and fringe benefits:

  • Compensation and Benefits Upon Termination of Employment (a) If the Company shall terminate the Executive's employment after a Change in Control other than pursuant to Section 3(b), 3(c) or 3(d) and Section 3(f), or if the Executive shall terminate his employment for Good Reason, then the Company shall pay to the Executive, as severance compensation and in consideration of the Executive's adherence to the terms of Section 5 hereof, the following:

  • Severance and Change in Control Benefits The Committee has designated you a participant in the Company’s Executive Change in Control and Severance Plan (the “Policy”), attached as Exhibit A to this Agreement. As a participant in the Policy, you will be eligible to receive severance payments and benefits upon certain qualifying terminations of your Employment as set forth in Exhibit B to this Agreement (the “Participation Terms”), subject to the terms and conditions of the Policy. By signing this Agreement, you agree that this Agreement, the Policy, and the Participation Terms constitute the entire agreement between you and the Company regarding the subject matter of this paragraph and supersede in their entirety all prior representations, understandings, undertakings or agreements (whether oral or written and whether expressed or implied), and specifically supersede any severance and/or change of control provisions of any offer letter, employment agreement, or equity award agreement entered into between you and the Company. For the avoidance of doubt, all other terms of any equity awards granted to you by the Company will remain in effect.

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