Enhanced Severance Benefits. If the Company terminates Executive without Cause within one hundred eighty (180) days before or three hundred and sixty five (365) days after a Change of Control or Executive resigns with Good Reason pursuant to Section 7.4(a), Executive will be entitled to receive all Standard Termination Payments described in Section 7.1, the Base Severance Payments described in Section 7.2(c)(i) and the COBRA Benefits described in Section 7.2(c)(ii). In addition, Executive will be entitled to the following:
Enhanced Severance Benefits. (a) You will be entitled to receive the enhanced severance benefits upon the satisfaction of certain conditions precedent as set forth in the Severance Attachment to this Agreement. In order for you to be eligible to receive these enhanced severance benefits, the following conditions must be satisfied: (i) the merger of Times Mirror into Tribune must be completed; and either (ii) your employment must be terminated by Times Mirror or Tribune prior to the end of the Severance Protection Period; or (iii) you terminate your employment after the Effective Date for the limited good reasons included within the terms of the provisions of the Severance Attachment. Upon the satisfaction of said conditions precedent, you will receive the enhanced severance benefits set forth in the Severance Attachment to this Agreement. However, (i) in the event that the merger of Times Mirror into Tribune is completed but your employment is not terminated in the manner set forth above within the Severance Protection Period as defined in the Severance Attachment, or (ii) your employment is terminated under the provisions of paragraph 1 (d), you will not receive the enhanced severance benefits.
(b) Since the occurrence of the merger of Times Mirror into Tribune, and the resulting enhanced severance payments, were totally unexpected and therefore you had no opportunity at any earlier date to make any decision with respect to how such payments, in the event that the conditions precedent which apply to them are satisfied, may be made to you, the enhanced severance payments will be paid to you in cash or deferred under the terms of the Times Mirror Deferred Compensation Plan for Executives, or some combination thereof, in accordance with your deferral election, made and delivered in accordance with instructions sent to you.
Enhanced Severance Benefits. (a) If your employment with the Company ends in an Involuntary Termination during the Transition Period, the Company will pay or provide you with the enhanced severance and other benefits (the “Severance Payments and Benefits”) payable to a “GV Participant” under Part 3 of Appendix A to the Executive Severance Plan of The XxXxxx-Xxxx Companies, Inc. (“Severance Plan”) as in effect on the date of this Retention Agreement, as if such Severance Plan had been duly adopted by the Company for your benefit and the enhanced severance provisions in Appendix A thereof had remained in effect through the date of your Involuntary Termination.
(b) In determining the amount of the Severance Payments and Benefits, all of your service with (i) the Company and its subsidiaries (collectively, the “Company Group”) on and after the Transaction and (ii) The XxXxxx-Xxxx Companies, Inc. (“XxXxxx-Xxxx”) and its subsidiaries prior to the Transaction will be taken into account in determining the amount of the Severance Payments and Benefits. The Company will pay you the Severance Payments and Benefits even if the circumstances resulting in your Involuntary Termination would not have constituted a severance payment event under the terms of the Severance Plan. The Severance Payments and Benefits will be payable to you by the Company at the times and in the manner contemplated by the Severance Plan, subject to the delivery by you to the Company of a release of claims in substantially the form used by XxXxxx-Xxxx in similar circumstances, and compliance with the provisions of the Severance Plan related to compliance with Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), which shall apply to the payment of the Severance Payments and Benefits. Any benefit continuation contemplated by the Severance Plan shall apply only to comparable benefit plans, if any, of the Company in effect at the time of your Involuntary Termination.
Enhanced Severance Benefits. If Lxxxxx terminates an Employee other than for Cause (including Lxxxxx’ non-renewal of the Agreement) and that Employee elects and meets the conditions of this Paragraph 3 of Exhibit C, Lxxxxx agrees to pay an Enhanced Severance Payment and provide the other benefits described below (“Enhanced Severance Benefits”). The Employee must agree to execute a written General Release of any and all possible claims against Lxxxxx existing at the time of termination in exchange for which Lxxxxx agrees to the following severance provisions:
Enhanced Severance Benefits. (a) You will be entitled to receive the enhanced severance benefits upon the satisfaction of certain conditions precedent as set forth in the Severance Attachment to this Agreement. In order for you to be eligible to receive these enhanced severance benefits (subject to the provisions of paragraph 1 (b)), the following conditions must be satisfied: (i) the merger of Times Mirror into Tribune must be completed; and either (ii) you continue in employment through the Effective Date, (iii) you die or become disabled before the Effective Date, or (iv) your employment must be terminated by Times Mirror or Tribune at any time after the date of this Agreement and prior to the end of the Severance Protection Period. Upon the satisfaction of said conditions precedent, you will receive the enhanced severance benefits set forth in the Severance Attachment to this Agreement. However, (i) in the event that the merger of Times Mirror into Tribune is completed but your employment is not terminated in the manner set forth above within the Severance Protection Period as defined in the Severance Attachment, or (ii) your employment is terminated under the provisions of paragraph 1 (d), you will not receive the enhanced severance benefits.
(b) Your severance payments will be paid to you over a three year period after the Effective Date as specified in the Severance Attachment.
Enhanced Severance Benefits. If ESL terminates Executive without Cause within one hundred eighty (180) days before or three hundred and sixty five (365) days after a Change of Control or Executive resigns with Good Reason pursuant to Section 3.4(a), Executive shall be entitled to receive all Standard Termination Payments described in Section 3.1, the Base Severance Payments described in Section 3.2(c)(i) and the following:
Enhanced Severance Benefits. Except as provided in this Agreement, Executive agrees that Employer has no obligation beyond July 1, 2002 to pay the costs of covering Executive under Employer's group medical, dental and/or vision plans, as well as Employer's disability and life insurance plans. In consideration of this Agreement, Employer will grant or provide to Executive the enhanced severance benefits set forth in Sections 3.1 through 3.5 below (collectively, "Enhanced Severance Benefits"). Executive acknowledges that the Enhanced Severance Benefits are something of value or a benefit that to which Executive is not otherwise entitled.
Enhanced Severance Benefits. If Lennox terminates an Employee other than for Cause (including Lennox’ non-renewal of the Agreement) and that Employee elects and meets the conditions of this Paragraph 3 of Exhibit C, Lennox agrees to pay an Enhanced Severance Payment and provide the other benefits described below (“Enhanced Severance Benefits”). The Employee must agree to execute a written General Release of any and all possible claims against Lennox existing at the time of termination in exchange for which Lennox agrees to the following severance provisions:
Enhanced Severance Benefits. You will be entitled to receive the enhanced severance benefits upon the satisfaction of certain conditions precedent as set forth in the Severance Attachment to this Agreement. In order for you to be eligible to receive these enhanced severance benefits, the following conditions must be satisfied: (i) the merger of Times Mirror into Tribune must be completed; and either (ii) your employment must be terminated by Times Mirror or Tribune at any time after the date of this Agreement and prior to the end of the Severance Protection Period; or (iii) you voluntarily terminate your employment after the Effective Date for any reason as provided in the provisions of the Severance Attachment. Upon the satisfaction of said conditions precedent, you will receive the enhanced severance benefits set forth in the Severance Attachment to this Agreement in a lump sum payment within 30 days after the later of your termination of employment or the Effective Date. However, (i) in the event that the merger of Times Mirror into Tribune is completed but your employment is not terminated in the manner set forth above within the Severance Protection Period as defined in the Severance Attachment, or (ii) your employment is terminated under the provisions of paragraph 1 (d), you will not receive the enhanced severance benefits.
Enhanced Severance Benefits. If Xxxxxx terminates an Employee other than for Cause (including Xxxxxx' non-renewal of the Agreement) and that Employee elects and meets the conditions of this Paragraph 3 of Exhibit C, Xxxxxx agrees to pay an Enhanced Severance Payment and provide the other benefits described below ("Enhanced Severance Benefits"). The Employee must agree to execute a written General Release of any and all possible claims against Xxxxxx existing at the time of termination in exchange for which Xxxxxx agrees to the following severance provisions:
