CONTINUATION BENEFIT Sample Clauses

CONTINUATION BENEFIT. The Employee's Continuation Benefit shall consist of all of the following: (i) Within 5 days of the Termination Date, PCA or the Subsidiary formerly employing the Employee shall pay the Employee a lump sum cash payment equal to (A) the Employee's Monthly Gross Salary in effect MULTIPLIED BY (B) the number of months in the Benefit Period. (ii) During the Benefit Period, the Employee and his or her dependents shall be eligible for participation in and shall receive all benefits under all welfare benefit plans, practices, policies and programs provided by PCA to its employees (including, without limitation, medical, prescription, dental, disability, employee life, group life, accidental death and travel accident insurance plans and programs), to the extent applicable generally to the employees and officers of PCA similarly situated with the Employee. (iii) In addition to the foregoing, and in the event that the entity succeeding to all or substantially all of the business and/or assets of PCA (the "Successor Entity") effects the Change-in-Control as a pooling of interests, the Successor Entity shall: (a) assume the Employee's vested stock options under a plan containing substantially similar terms and conditions as PCA's employee stock option plan; and (b) issue to the Employee certain shares (which have a current registration on file with the Securities and Exchange Commission and are listed with a national securities exchange or NASDAQ) (the "Bonus Shares") in exchange for its unvested stock options. The number of Bonus Shares to be issued to the Employee will be determined as follows: (A) The value of the Employee's unvested options (the "Option Value") will be established as of the effective date of the Change-in-Control of PCA (the "Change-in-Control Date") using the Black-Scholes Option Pricing Model (with the assumptions listed on Exhibit A hereto). (B) The Option Value will be divided by the closing price of PCA's Common Stock on the last trading date before the Change-in-Control Date and the resulting number is the number of Bonus Shares that will be issued to the Employee. Notwithstanding the above, if the resulting number of Bonus Shares includes fractional shares, the value of such fractional shares will be paid in cash to the Employee. (C) Within 30 days of the Termination Date, PCA shall deliver the Bonus Shares to the Employee in shares of the common stock of the Successor Entity using the exchange ratios applicable to the merger. (iv) In all c...
Sample 1
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Related to CONTINUATION BENEFIT

  • Continuation of Benefits (i) For a period of three years following the Termination of Employment (the “Benefit Continuation Period”), the Employee shall be treated as if Employee had continued to be an executive for all purposes under the Company’s health insurance plan and dental insurance plan; or if the Employee is prohibited from participating in such plans, the Company shall otherwise provide such benefits. Employee shall be responsible for any employee contributions for such insurance coverage. Following the Benefit Continuation Period, Employee shall be entitled to receive continuation coverage under Part 6 of Title I of ERISA (“COBRA Benefits”) by treating the end of this period as the applicable qualifying event (i.e., as a termination of employment) for purposes of ERISA Section 603(2)) and with the concurrent loss of coverage occurring on the same date, to the extent allowed by applicable law. (ii) For the Benefit Continuation Period, the Company shall maintain in force, at its expense, the Employee’s life insurance in effect under the Company’s voluntary life insurance benefit plan as of the Change-in-Control Date or as of the date of Termination of Employment, whichever coverage limits are greater. For purposes of clarification, the portion of the premiums in respect of such voluntary life insurance for which Employee and the Company are responsible, respectively, shall be the same as the portion for which the Company and Employee are responsible, respectively, immediately prior to the date of Termination of Employment or the Change-in-Control Date, as applicable. (iii) For the Benefit Continuation Period, the Company shall provide short-term and long-term disability insurance benefits to Employee equivalent to the coverage that the Employee would have had Employee remained employed under the disability insurance plans applicable to Employee on the date of Termination of Employment, or, at the Employee’s election, the plans applicable to Employee as of the Change-in-Control Date. Should Employee become disabled during such period, Employee shall be entitled to receive such benefits, and for such duration, as the applicable plan provides. For purposes of clarification, the portion of the premiums in respect of such short-term and long-term disability benefits for which Employee and the Company are responsible, respectively, shall be the same as the portion for which Employee and the Company are responsible, respectively, immediately prior to the date of Termination of Employment or the Change-in-Control Date, as applicable. (iv) Notwithstanding anything in this Agreement to the contrary, in no event shall the provision of in-kind benefits pursuant to this Section 3 during any taxable year of Employee affect the provision of in-kind benefits pursuant to this Section 3 in any other taxable year of Employee.

  • Termination Benefits (a) Upon the occurrence of a Change in Control, followed at any time during the term of this Agreement by the involuntary termination of the Executive’s employment (other than for Termination for Cause or death), or by the Executive for Good Reason, the Employers shall: (i) pay the Executive, or in the event of his subsequent death, his beneficiary or beneficiaries, or his estate, as the case may be, a lump sum payment within thirty (30) days of the Date of Termination an amount equal to three (3) times the Executive’s average annual compensation for the five most recent taxable years that the Executive has been employed by the Employers or such lesser number of years in the event that the Executive shall have been employed by the Employers for less than five years. For this purpose, annual compensation shall include base salary and any other taxable income, including, but not limited to, amounts related to the granting, vesting or exercise of restricted stock or stock option awards, commissions, bonuses, pension and profit sharing plan contributions or benefits (whether or not taxable), severance payments, retirement benefits, and fringe benefits paid or to be paid to the Executive or paid for the Executive’s benefit during any such year; and (ii) cause to be continued life insurance and non-taxable medical, dental and disability coverage substantially identical to the coverage maintained by the Employers for the Executive prior to his Date of Termination, except to the extent such coverage may be changed in its application to all employees on a nondiscriminatory basis. Such coverage and payments shall cease upon the expiration of thirty-six (36) full calendar months from the Date of Termination. (b) Notwithstanding the foregoing, to the extent required to avoid penalties under Section 409A of the Code, the cash severance payable under Section 3 of this Agreement shall be delayed until the first day of the seventh month following the Executive’s Date of Termination. (c) For purposes of this Agreement, a “termination of employment” shall mean a “Separation from Service” as defined in Section 409A of the Code and the regulations promulgated thereunder, such that the Employers and the Executive reasonably anticipate that the level of bona fide services the Executive would perform after a termination of employment would permanently decrease to a level that is less than 50% of the average level of bona fide services performed (whether as an employee or as an independent contractor) over the immediately preceding thirty-six (36) month period.

  • Benefit Continuation (a) For leaves taken pursuant to Clause 21.1, 21.2 and 21.3 the Employer shall maintain coverage for medical, extended health, dental, group life and long-term disability, and shall pay the Employer’s share of these premiums. (b) Notwithstanding Clause 21.4(a) above, should an employee be deemed to have resigned in accordance with Clause 21.5 the Employer will recover monies paid pursuant to this clause.

  • Vacation Benefits During the Term, the Executive shall be eligible for 20 vacation days annually, which shall be accrued and used in accordance with the applicable policies of the Company. During the Term, the Executive shall be eligible to participate in such medical, dental and life insurance, retirement and other plans as the Company may have or establish from time to time on terms and conditions applicable to other senior executives of the Company generally. The foregoing, however, shall not be construed to require the Company to establish any such plans or to prevent the modification or termination of such plans once established.

  • Dental Benefits The County offers dental and orthodontic benefits to full and part-time regular employees and their eligible dependent(s). Benefit provisions, co­ payments and deductibles are outlined in the Evidence of Coverage. The employee contribution is $13 per pay period ($28.26 per month). The County shall contribute to part-time eligible employees on a pro-rated basis, in accordance with Section 10.2.6.

  • Compensation Benefits In accordance with Section 142 of the State Finance Law, this contract shall be void and of no force and effect unless the Contractor shall provide and maintain coverage during the life of this contract for the benefit of such employees as are required to be covered by the provisions of the Workers' Compensation Law.

  • Retirement Benefits Due to either investment or employment during the marriage, either the Husband or Wife: (check one)

  • Early Termination Benefit If Early Termination occurs, the Bank shall distribute to the Executive the benefit described in this Section 2.2 in lieu of any other benefit under this Article.

  • Retirement Benefit Should the Director still be in the Directorship ------------------ of the Association upon attainment of his 70th birthday, the Association will commence to pay him $590 per month for a continuous period of 120 months. In the event that the Director should die after becoming entitled to receive said monthly installments but before any or all of said installments have been paid, the Association will pay or will continue to pay said installments to such beneficiary or beneficiaries as the Director has directed by filing with the Association a notice in writing. In the event of the death of the last named beneficiary before all the unpaid payments have been made, the balance of any amount which remains unpaid at said death shall be commuted on the basis of 6 percent per annum compound interest and shall be paid in a single sum to the executor or administrator of the estate of the last named beneficiary to die. In the absence of any such beneficiary designation, any amount remaining unpaid at the Director's death shall be commuted on the basis of 6 percent per annum compound interest and shall be paid in a single sum to the executor or administrator of the Director's estate.

  • SUPPLEMENTAL BENEFITS The employer shall maintain a “Supplemental Unemployment Benefits Plan” pursuant to the Employment Insurance Act and Regulations in regard to maternity, parental and adoption leave. The employer shall make amendments as appropriate to ensure that the Plan provides the maximum permissible benefits in conjunction with Articles 17.06, 17.07 or 17.08.

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