Normal Severance Benefits Sample Clauses

Normal Severance Benefits. Except as provided in paragraph (c), the Company will provide severance benefits as follows:
Sample 1Sample 2Sample 3See All (12)
AutoNDA by SimpleDocs
Normal Severance Benefits. Except as otherwise provided in Part Three of this letter agreement, should your employment with the Company terminate by reason of an Involuntary Termination prior to the occurrence of a Change in Control, then you will become entitled to receive the severance benefits provided under this Part Two. Notwithstanding the foregoing, you will only be entitled to receive such benefits if you execute and deliver to the Company, at the time of your Involuntary Termination, a fully executed, valid and binding Release. Furthermore, and notwithstanding anything else contained herein to the contrary, the Company shall have no obligation to pay you such benefits until after such Release has become irrevocable by you in accordance with all applicable laws, rules and regulations. In addition, your benefits under this Part Two will be subject to the limitations of Part Four and your compliance with the restrictive covenants set forth in Paragraph 1 of Part Five. Your benefits under this Part Two shall be in lieu of any other severance benefits to which you might otherwise, by reason of the termination of your employment, be entitled under any other severance plan, program or arrangement of the Company, including without limitation, any benefits under your Prior Agreement. In no event will you be entitled to benefits under both Part Two and Part Three of this letter agreement. The severance benefits to which you may become entitled under this Part Two shall consist of the following:
Sample 1Sample 2Sample 3See All (7)
Normal Severance Benefits. Except as otherwise provided in Part Three of this letter agreement, should your employment with the Company terminate by reason of an Involuntary Termination, then you will become entitled to receive the severance benefits provided under this Part Two, PROVIDED AND ONLY IF you execute and deliver to the Company, at the time of your Involuntary Termination, a general release (in form and substance reasonably satisfactory to the Company), which becomes effective in accordance with applicable law and pursuant to which you release the Company and its officers, directors, employees and agents from any and all claims you may otherwise have with respect to the terms and conditions of your employment with the Company and the termination of that employment. In addition, your benefits under this Part Two will be subject to your compliance with the restrictive covenants set forth in Paragraph B of Part Five. Your benefits under this Part Two shall be in lieu of any other severance benefits to which you might otherwise, by reason of the termination of your employment, be entitled under any other severance plan, program or arrangement of the Company (other than any vesting acceleration provisions in effect for your Other Options, including, without limitation, the acceleration benefits provided under your Other Agreements). In no event will you be entitled to benefits under both Part Two and Part Three of this letter agreement. The severance benefits to which you may become entitled under this Part Two shall consist of the following:
Sample 1
Normal Severance Benefits. Subject to his or her satisfaction of the same Severance Benefit Conditions set forth in Section 1 of Part Two of this Agreement, the Executive shall be eligible to receive the same level of salary continuation payments, Coverage Cost reimbursements and tax gross-up payments and at the same times as set forth in Section 2 of Part Two of this Agreement.
Sample 1
Normal Severance Benefits. Except as otherwise provided in Part Three of this letter agreement, should your employment with the Company terminate by reason of an Involuntary Termination prior to the occurrence of a Change in Control, then you will become entitled to receive the severance benefits provided under this Part Two. Notwithstanding the foregoing, you will only be entitled to receive such benefits if you execute and deliver to the Company, at the time of your Involuntary Termination, a fully executed, valid and binding Release. Furthermore, and notwithstanding anything else contained herein to the contrary, the Company and Company affiliates (including, without limitation, AJ) shall have no obligation to pay you such benefits until after such Release has become irrevocable by you in accordance with all applicable laws, rules and regulations. In addition, your benefits under this Part Two will be subject to the limitations of Part Four and your compliance with the restrictive covenants set forth in Paragraph 1 of Part Five. Except for severance benefits expressly provided under your Prior Agreement, your benefits under this Part Two shall be in lieu of any other severance benefits to which you might otherwise, by reason of the termination of your employment, be entitled under any other severance plan, program or arrangement of the Company, AJ or any Corporate Affiliate. In no event will you be entitled to benefits under both Part Two and Part Three of this letter agreement. The severance benefits to which you may become entitled under this Part Two shall consist of the following option acceleration benefit: The vesting schedule in effect for the shares of Common Stock subject to your Options, to the extent outstanding at the time of your Involuntary Termination, will be accelerated by an additional six (6) months so that each such Option shall immediately become exercisable for the additional number of shares for which that Option would have otherwise been exercisable under the normal vesting schedule in effect for that Option had you actually rendered an additional six (6) months of service with the Company prior to the date of your Involuntary Termination. You will have until the earlier of (i) the expiration of the option term, (ii) the termination of the Option in connection with a Change in Control or similar event as provided in the applicable Plan and/or stock option agreement, or (iii) the end of the limited post-employment exercise period specified in the applicable...
Sample 1
Normal Severance Benefits. Subject to the requirements of Paragraph 13, the severance benefits to which Executive may become entitled under this Part Three shall consist of the following:
Sample 1

Related to Normal Severance Benefits

  • Cash Severance Benefits Severance equal to the amount set forth in the Participant’s Participation Agreement and payable in cash in a lump sum in accordance with the terms and conditions of this Plan, including without limitation Section 7 hereof.

  • Other Severance Benefits Executive hereby agrees that in consideration for the payments to be received under Section 7(b) of this Agreement, Executive waives any and all rights to any payments or benefits under any severance plans or arrangements of the Company or their respective affiliates that specifically provide for severance payments, other than the Change in Control Severance Agreement between the Company and Executive (the “Change in Control Severance Agreement”); provided that any payments payable to Executive under Section 7(b) hereof shall be offset by any payments payable under the Change in Control Severance Agreement.

  • Additional Severance Benefits In the event that it is determined that any payment or benefit provided by the Company to or for the benefit of Executive, either under this Agreement or otherwise, will be subject to the excise tax imposed by section 4999 of the Internal Revenue Code or any successor provision ("section 4999"), the Company will, prior to the date on which any amount of the excise tax must be paid or withheld, make an additional lump-sum payment (the "gross-up payment") to Executive. The gross-up payment will be sufficient, after giving effect to all federal, state and other taxes and charges with respect to the gross-up payment, to make Executive whole for all taxes (including withholding taxes) imposed under section 4999. Determinations under this Section 2 will be made by the Company's then current firm of independent auditors (the "Firm"). The determinations of the Firm will be binding upon the Company and Executive except as the determinations are established in resolution (including by settlement) of a controversy with the Internal Revenue Service to have been incorrect. All fees and expenses of the Firm will be paid by the Company. If the Internal Revenue Service asserts a claim that, if successful, would require the Company to make a gross-up payment or an additional gross-up payment, the Company and Executive will cooperate fully in resolving the controversy with the Internal Revenue Service. The Company will make or advance such gross-up payments as are necessary to prevent Executive from having to bear the cost of payments made to the Internal Revenue Service in the course of, or as a result of, the controversy. The Firm will determine the amount of such gross-up payments or advances and will determine after resolution of the controversy whether any advances must be returned by Executive to the Company. The Company will bear all expenses of the controversy and will gross Executive up for any additional taxes that may be imposed upon Executive as a result of its payment of such expenses.

  • Severance Benefits To the extent that Employee shall be entitled to receive Severance Benefits pursuant to Section 4(d) or 4(e) hereof, Company and Employee agree that the following shall apply: (i) "Severance Benefits" shall mean: (A) a continuation of Employee's then effective salary as payable pursuant to Section 3(a) hereof during the Severance Period (as defined below); (B) payment of any bonus payable to Employee pursuant to Section 3(c) hereof, calculated based on the full Company bonus payable thereunder (subject to attainment by Company of any objective financial or performance standards applicable to Company) and prorated for any period during the Severance Period that is less than the full twelve (12) month period in which such bonus would be earned; (C) immediate vesting and payment of any Option Payments; and (D) continuation during the Severance Period of any medical/dental care coverage (or the reasonable equivalent thereof) which Employee is receiving as of the date of termination of the Period of Employment, provided that such insurance coverage shall terminate prior to the expiration of the Severance Period as of the first date that Employee is covered under another employer's health benefit program which provides substantially the same level of benefits without exclusion for pre-existing medical conditions. Such coverage shall be in lieu of any other continued health care coverage to which Employee or his dependents would otherwise be entitled in accordance with the requirements of the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended ("COBRA"), by reason of Employee's termination of employment. (ii) "Severance Period" shall mean a period of twenty-four (24) months following the termination of the Period of Employment pursuant to Section 4(d) or 4(e) hereof. (iii) Company shall be entitled to a credit for any amounts paid pursuant to Part One, Paragraph 1 of the Change of Control Agreement for any amounts payable pursuant to Paragraph (i)(A) and (i)(B) above as part of any Severance Benefits payable hereunder. (iv) Except as provided in Section 6 below, the Severance Benefits shall be received by Employee in lieu of any other right Employee may have under applicable law, Company or Parent policies or plans or otherwise with respect to any payments or compensation in connection with the termination of Employee's employment with Company. (v) Employee agrees that payment of the Severance Benefits may, in the discretion of the Company, be subject to the prior execution by the Employee of a release of claims in a form provided by the Company prior to any such payment and that payment of the Severance Benefits shall be consideration for such release. (g)

  • Change in Control Severance Benefits If there is a Change in Control, and within one (1) year of such Change in Control, the Executive’s employment is terminated under the circumstances described in Sections 4(a) through 4(f) above, the Executive shall be entitled to the following: (I) if such termination is a termination by the Company without Cause pursuant to Section 4(a) or the Executive resigns for Good Reason pursuant to Section 4(b), the Company shall pay the Executive the Accrued Obligations and, in addition, subject to the provisions of Section 19, (A) an amount equal to twenty-four (24) months of the Executive’s Base Salary at the rate in effect on the date of termination or resignation, payable in a lump sum within sixty (60) calendar days of the date of termination or resignation; and (B) provided the Executive timely elects continuation coverage under COBRA, the Company shall also pay, on the Executive’s behalf, the portion of monthly premiums for the Executive’s group health insurance, including coverage for the Executive’s dependents, that the Company paid immediately prior to the date of termination or resignation, during the eighteen (18) month period following the date of termination or resignation, subject to the Executive’s continued eligibility for COBRA coverage. The Company will pay for such COBRA coverage for eligible dependents only for those dependents who were enrolled immediately prior to the date of termination or resignation. The Executive will continue to be required to pay that portion of the premium for the Executive’s health coverage, including coverage for the Executive’s eligible dependents, that the Executive was required to pay as an active employee immediately prior to the date of termination or resignation. Notwithstanding the foregoing, in the event that under applicable guidance the reimbursement of COBRA premiums causes the Company’s group health plan to violate any applicable nondiscrimination rule, the parties agree to negotiate in good faith a mutually agreeable alternative arrangement; and (II) if such termination is a termination or resignation under the circumstances described in Sections 4(c), 4(d), 4(e) or 4(f), the Executive shall be entitled to the compensation and benefits for which the Executive is eligible under such sections.

  • Severance Pay In the event that your employment is terminated by the Company, except for “Cause” as defined below, you will be eligible to receive the following:

  • Change of Control Severance Benefits A Covered Termination of Executive’s employment on or within twelve (12) months following the effective date of a Change of Control entitles Executive to receive the benefits set forth in this Section 3.2.

  • Severance Benefit If the Employee’s employment is terminated by the Company for any reason other than Cause (as defined below) or if the Employee terminates his/her employment for Good Reason (as defined below), the Company shall provide Employee with the following:

  • Severance Payment Executive will be paid continuing payments of severance pay at a rate equal to Executive’s base salary rate, as then in effect, for twelve (12) months from the date of such termination of employment, to be paid periodically in accordance with the Company’s normal payroll policies.

  • Severance Payments 6.1 If the Executive's employment is terminated following a Change in Control and during the Term, other than (A) by the Company for Cause, (B) by reason of death or Disability, or (C) by the Executive without Good Reason, then the Company shall pay the Executive the amounts, and provide the Executive the benefits, described in this Section 6.1 ("Severance Payments") and Section 6.2, in addition to any payments and benefits to which the Executive is entitled under Section 5 hereof; provided, however, that the Executive shall not be entitled to the Severance Payments unless and until the Executive (or, in the event of the Executive's death, the executor, personal representative or administrator of the Executive's estate) has signed a written waiver and release substantially in the form set forth on Exhibit A hereto. For purposes of this Agreement, the Executive's employment shall be deemed to have been terminated following a Change in Control by the Company without Cause or by the Executive with Good Reason, if (i) during the Term the Executive's employment is terminated by the Company without Cause following a Potential Change in Control but prior to a Change in Control (whether or not a Change in Control ever occurs) and such termination was at the request or direction of a Person who has entered into an agreement with the Company the consummation of which would constitute a Change in Control, (ii) during the Term the Executive terminates his employment for Good Reason following a Potential Change in Control but prior to a Change in Control (whether or not a Change in Control ever occurs) and the circumstance or event which constitutes Good Reason occurs at the request or direction of such Person or (iii) during the Term the Executive's employment is terminated by the Company without Cause or by the Executive for Good Reason and such termination or the circumstance or event which constitutes Good Reason is otherwise in connection with or in anticipation of a Change in Control (whether or not a Change in Control ever occurs). An Executive will not be considered to have been terminated by reason of the divestiture of a facility, sale or other disposition of a business or business unit, or the outsourcing of a business activity with which the Executive is affiliated, notwithstanding the fact that such divestiture, sale or outsourcing takes place within two years following a Change in Control, if the Executive is offered comparable employment by the successor company and such successor company agrees to assume the Company's obligations to the Executive under this Agreement.

Draft better contracts in just 5 minutes Get the weekly Law Insider newsletter packed with expert videos, webinars, ebooks, and more!