Conditions to Severance. Executive will only be entitled to receive the severance payments and benefits set forth in Sections 4.4.1- 4.4.4 if, on or before the thirtieth (30th) day following the date of termination of Executive's employment (the “Release Deadline”), Executive executes a full general release of claims agreement in a form similar to Exhibit B hereto or the Company’s then-current version thereof, releasing all claims, known or unknown, that Executive may have against the Company, Everi Holdings and their respective subsidiaries and affiliates, and each of their respective officers, directors, and employees arising out of or in any way related to Executive’s employment or termination of employment with the Company, and the period for revocation, if any, of such release agreement has lapsed without the release having been revoked. In the event that Executive breaches any of the covenants contained in Sections 7 or 8, the Company shall have the right to (a) terminate further provision of any portion of the severance payments and benefits set forth in Sections 4.4.1-4.4.4 not yet paid or provided to Executive, (b) seek reimbursement in gross from Executive for any and all portions of the severance payments and benefits set forth in Sections 4.4.1-4.4.4 previously paid or provided to Executive, (c) recover from Executive all shares of Everi Holdings stock acquired by Executive pursuant to Equity Awards the vesting of which was accelerated by reason of Executive’s termination of employment (or the proceeds therefrom, reduced by any exercise or purchase price paid to acquire such shares), and (d) immediately cancel all portions of Equity Awards the vesting of which was accelerated by reason of Executive’s termination of employment.
Conditions to Severance. Executive will only be entitled to receive the severance payments and benefits set forth in Sections 4.3.1-4.3.4 if, on or before the 60th day following the date of termination of Executive’s employment (the “Release Deadline”), Executive executes a full general release in the form of Exhibit B hereto, releasing all claims, known or unknown, that Executive may have against the Company and its officers, directors, employees and affiliated companies arising out of or any way related to Executive’s employment or termination of employment with the Company, and the period for revocation, if any, of such release has lapsed without the release having been revoked. In the event that Executive breaches any of the covenants contained in Sections 7 or 8, the Company shall have the right to (i) terminate further provision of any portion of the severance payments and benefits set forth in Sections 4.3.1-4.3.4 not yet paid or provided, (ii) seek reimbursement from Executive for any and all portions of the severance payments and benefits set forth in Sections 4.3.1-4.3.4 previously paid or provided to Executive, (iii) recover from Executive all shares of Company stock acquired by Executive pursuant to Equity Awards the vesting of which was accelerated by reason of the severance payments and benefits set forth in Sections 4.3.1-4.3.4 (or the proceeds therefrom, reduced by any exercise or pursuant price paid to acquire such shares), and (iv) immediately cancel all portions of Equity Awards the vesting of which was accelerated by reason of the severance payments and benefits set forth in Sections 4.3.1-4.3.4.
Conditions to Severance. Notwithstanding the foregoing subsection 2(a), the Company's obligation to pay the Employee severance benefits shall be expressly conditioned upon the Employee's obligations under Section 3 below. In the event the Employee violates the provisions of Section 3, the Company shall have no obligation to pay the Employee the severance benefits described in subsection 2(a) above.
Conditions to Severance. The payment to White of severance compensation hereunder shall be in full satisfaction and complete discharge of the Company’s obligations to White pursuant to this Agreement, except as provided in paragraphs 4 and 5 below. The severance payment is subject to, conditioned on and provides valuable consideration for the following:
a. A valid mutual general release, to be drafted by the Company and executed by both parties releasing all claims each party may have against the other in connection with this Agreement, however the parties to this Agreement acknowledge and agree that the obligations of White arising under Section XI of this Agreement shall not be released.
b. The resignation by White from any and all positions he holds with the Company at the time of the termination, including but not limited to, White’s resignation from the Company’s Board of Directors.
Conditions to Severance. Notwithstanding the foregoing, it shall be a condition to the Executive’s right to receive the amounts provided for in Sections 4(a)(i), (a)(ii), (iii) and (iv) and Section 4(b) above that the Executive execute, deliver to the Company and not revoke a release of claims in substantially the form attached hereto as Exhibit A (the “Release”), which shall be part of a separation agreement reasonably acceptable to the Company and Executive. Executive shall only receive the amounts provided for in Section 4(a) or Section 4(b), as applicable, if Executive executes and does not revoke the Release. The date on which the Executive’s Release becomes effective and the applicable revocation period lapses shall be the “Release Effective Date.”
Conditions to Severance. Executive’s entitlement to payments and benefits under Sections 7(e), 7(f) and 7(g) above (other than Accrued Obligations) shall be (i) conditioned upon Executive’s having provided, within sixty (60) days following the termination of Executive’s employment, an irrevocable waiver and general release of claims in substantially in the form attached hereto as Exhibit A, that has become effective in accordance with its terms, and (ii) subject to the Executive’s not having committed a material breach of the provisions of Sections 9 through 11 of this Agreement that, if curable, has remained uncured for 15 days after the Company has given Executive written notice specifying the breach in reasonable detail and requesting cure, and (iii) if requested by the Company, Executive’s resignation, as of the date of such termination of employment or such other date requested, from the Board and all committees thereof (and, if applicable, from the board of directors (and all committees thereof) of any affiliate of the Company.
Conditions to Severance. Any monies the Company pays the Employee under this Agreement pursuant to this Section 13, pursuant to Section 6(c) (ii) through (v), Section 6(c)(vii) or Section 6(d)(ii) through (vi), will be subject to (i) the Employee’s execution and non-revocation of a general release of claims in a form reasonably acceptable to the Company within twenty-one (21) days (or, to the extent required by law, forty-five (45) days) following the Termination Date (collectively, the “Release Requirement”) and (ii) Employee’s incurring a “Separation from Service” (within the meaning of Section 409A(a)(2)(A)(i) of the Internal Revenue Code of 1986, as amended (the “Code”) and Treasury Regulation Section 1.409A-1(h)) (a “Separation from Service”) from the Company. Payment of Non-Compete Payments, if due, will commence not later than the second regularly scheduled payroll date following satisfaction of the Release Requirement, with any installments that would have been made during the period from the Termination Date to the date of satisfaction of the Release Requirement based on regularly scheduled payroll dates accumulated and paid on the date that such installments commence. In the event that the Company determines it cannot make a payment to the Employee during the six (6)-month period following the Employee’s Separation from Service because the Employee is a “specified employee” within the meaning of Code Section 409A and making a payment to the Employee during such six (6)-month period would result in the application of tax penalties under Code Section 409A, the Company will pay Employee a lump-sum amount equal to the cumulative amount that would have otherwise been paid to Employee during such period (without interest) on the first business day following the end of the six (6)-month period (or such earlier date upon which such amount can be paid without resulting in the application of tax penalties under Code Section 409A). For purposes of Code Section 409A, each installment payment provided under this Agreement will be treated as a separate payment. In addition, the Employee will not be entitled to severance or Non-Compete Payments in connection with the Employee’s termination of employment with the Company if the Employee is offered employment by any successor to all or any portion of our Business.
Conditions to Severance. Notwithstanding anything to the contrary herein, payment of the severance benefits described in Sections 6(b) and (c) are subject to (i) your execution and delivery to the Company of a waiver and general release of claims (“Release”) in favor of the Company in a form acceptable to the Company that becomes effective and irrevocable within sixty (60) days following the date of your termination of employment and (ii) your continued compliance with your obligations under Section 7 of this Agreement (collectively, the “Restrictive Covenants”). The Release will not waive: (1) any rights to indemnification and/or contribution, advancement or payment of related expenses you may have pursuant to the Company’s Bylaws or other organizing documents, under any written indemnification or other agreement between you and the Company, and/or under applicable law; (2) any rights you may have to insurance coverage under any directors and officers liability insurance, other insurance policies of the Company, COBRA or any similar state law; (3) any claims for worker’s compensation benefits, disability or unemployment insurance, or any other claims that cannot be released as a matter of applicable law; (4) your rights to any vested equity or vested benefits under any written agreement with the Company or Company benefit plan, subject to the terms and conditions of such plan and applicable law; and (5) any claims arising after the date you sign the Release.
Conditions to Severance. Executive will only be entitled to receive the severance payments and benefits set forth in Sections 4.3.1- 4.3.4 if, on or before the 60th day following the date of termination of Executive's employment (the “Release Deadline”), Executive executes a full general release in the form of Exhibit B hereto, releasing all claims, known or unknown, that Executive may
Conditions to Severance. The Company’s obligation to pay the payments and benefits set forth in subsection (b) above or subsection (d) below (other than the Final Compensation) (and the Executive’s right to retain the Severance Benefits) shall be subject to each of the following (the “Severance Conditions”): (a) continued compliance by the Executive with the non-disparagement obligations under Section 7 of the Agreement and the terms of the Employee Obligations Agreements; (b) the Executive’s execution and non-revocation of a full general release of any claims against the Company, its affiliates, and their related persons, in a form requested by the Company (provided the Executive shall not be required for release claims for indemnification, claims related to receipt of distributions or dividends as a shareholder, and any claims that cannot be waived as a matter of law) (the “Release”), and provided that such Release becomes effective and irrevocable no later than sixty (60) days following the termination date or such earlier date required by the Release (the “Release Deadline”); and (c) if requested by the Company, the Executive shall deliver to the Company in a timely manner (and execute and allow to become effective) and continue to comply with a one-year post-employment non-competition covenant that shall have been made in connection with the cessation of or separation from employment, and/or a one-year post-employment covenant not to solicit (or assist others in soliciting) for employment or consulting positions any employees or substantially full-time consultants of the Company or its affiliates, in either case in the form requested by the Company, if at all. For the avoidance of doubt, the Executive will forfeit any rights to the payments and benefits set forth in subsection (b) above or subsection (d) below (other than the Final Compensation) if the Release does not become effective by the Release Deadline.
