Obligations of the Company Upon Certain Terminations Sample Clauses

Obligations of the Company Upon Certain Terminations. In the event that (i) the Company unilaterally terminates the Executive’s employment other than for Cause, (ii) the Executive terminates employment for Good Reason or (iii) the Executive terminates employment for any reason following a Change in Control, the Company shall pay the Executive the following payments and benefits: (a) The Company shall pay to the Executive in a lump sum in cash within 30 days after the Date of Termination the sum of (1) the Executive’s annual base salary through the Date of Termination to the extent not theretofore paid, (2) the product of (x) the annual target bonus (if any) for the year in which such Date of Termination occurs and (y) a fraction, the numerator or which is the number of days in the then current fiscal year through the Date of Termination, and the denominator of which is 365 and (3) any accrued vacation pay, to the extent not therefore paid. (b) The Company shall pay to the Executive a severance payment in an amount equal to one (1) times the sum of (x) the Executive’s annual base salary in effect on the Date of Termination and (y) the annual target bonus (if any) for the year in which the Date of Termination occurs, subject to reduction as set forth in Section 9. Subject to Section 12, such benefit shall be paid in one lump sum within sixty (60) days after the Executive’s Separation from Service from the Company and such payment shall be subject to the Company’s collection of all applicable withholding taxes. (c) The Corporation shall pay to the Executive an amount equal to the cost that would be incurred by the Executive if the Executive elected continued health care coverage for the Executive and his spouse and other eligible dependents under Section 4980B of the Code and the regulations thereunder for a period of twelve (12) months measured from the Date of Termination. Such payment shall be made in a lump sum within sixty (60) days after the Executive’s Separation from Service.
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Obligations of the Company Upon Certain Terminations. 6.5.1 If Employee's employment with the Company is terminated pursuant to Section 6.3 of this Agreement, the Company will pay Employee an amount equal to his Base Salary to which he is entitled for a period of six months following the date of termination of employment in a manner consistent with the Company's then applicable payroll practices, and, notwithstanding anything in this Agreement to the contrary, the Company shall have no further obligations to Employee. 6.5.2 If Employee's employment with the Company is terminated pursuant to Section 6.1 of this Agreement or otherwise without Cause: (a) during the first year of the Initial Employment Term, the Company will continue to pay Employee his remaining Base Salary for the first year of the Initial Employment Term and for six (6) months thereafter in a manner consistent with the Company's then applicable payroll practices, together with lump-sum reimbursement for all unpaid expenses incurred by the Employee pursuant to Section 5 hereof and any other amounts owned to the Employee by the Company. Notwithstanding anything in this Agreement to the contrary, the Company shall have no further obligations to the Employee. (b) at any time following the first year of the Initial Employment Term, the Company will continue to pay Employee his Base Salary for a period of six months following the date of termination of employment in a manner consistent with the Company's then applicable payroll practices, together with a lump-sum reimbursement for all unpaid expenses incurred by the Employee pursuant to Section 5 hereof and any other amounts owned to the Employee by the Company. Notwithstanding anything in this Agreement to the contrary, the Company shall have no further obligations to the Employee.
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Obligations of the Company Upon Certain Terminations. (a) Termination without Cause, Non-renewal during Change of Control --------------------------------------------------------------- Period, or Termination with Good Reason. If (1) the Company shall terminate the --------------------------------------- Executive's employment other than pursuant to Section 4.1 or 4.2 (death, Disability or Cause) or (2) the Company shall, after the Change Date, elect not to renew the Term of this Agreement at the expiration of the Initial Term or any Extension Period (other than at the expiration of any such Term ending on or after the last day of the Change of Control Period) or (3) the Executive shall terminate employment for Good Reason: (i) the Company shall pay to the Executive in a lump sum in cash within 30 days after the date of termination the aggregate of the following amounts: (A) the sum of (1) the Executive's annual Base Salary through the date of termination to the extent not theretofore paid, (2) the product of (x) the higher of (I) the highest Annual Bonus (annualized the case of any partial year) paid to the Executive with respect to any of the three fiscal years ending prior to the date of termination (provided that if the date of termination occurs prior to the end of the Company's 2002 fiscal year, such amount shall be not less than 80% of the Executive's annual Base Salary), and (II) the Annual Bonus paid or payable, including any bonus or portion thereof which has been earned but deferred (and annualized for any fiscal year consisting of less than twelve full months or during which the Executive was employed for less than twelve full months), for the most recently completed fiscal year during the Term, if any (such higher amount being referred to as the "Highest Annual Bonus") and (y) a fraction, the numerator of which is the number of days in the current fiscal year through the date of termination, and the denominator of which is 365 and (3) any compensation previously deferred by the Executive (together with any accrued interest or earnings thereon) and any accrued vacation pay, in each case to the extent not theretofore paid (the sum of the amounts described in clauses (1), (2), and (3) shall be hereinafter referred to as the "Accrued Obligations"); and (B) the amount equal to the product of (1) three and (2) the sum of (x) the Executive's annual Base Salary as in effect at the date of termination and (y) the Highest Annual Bonus; and (ii) for three years after the Executive's date of termination, or ...
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Obligations of the Company Upon Certain Terminations. In the event that Xxxxx'x employment with the Company is terminated pursuant to Sections 6.2, 6.4, 6.5 and 6.6 of this Agreement, all Options granted to Xxxxx by the Company shall immediately vest upon such termination and remain exercisable until the scheduled expiration date of each such Option. The Options shall be subject to the provisions of the specific option agreement currently in effect with regard to each Option grant, provided that, to the extent the provisions of the option agreements are inconsistent with this Section 6.8.1, the Section shall control.
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Obligations of the Company Upon Certain Terminations. In the event that Bentley's employment with the Company is terminated pursuant to Sections 6.2, 6.4, 6.5 and 6.6 of this Agreement, all Options granted to Bentley by the Company shall immediately vest upon such termination and remain exercisable until the scheduled expiration date of each such Option. The Options shall be subject to the provisions of the specific option agreement currently in effect with regard to each Option grant, provided that, to the extent the provisions of the option agreements are inconsistent with this Section 6.8.1, the Section shall control.
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Obligations of the Company Upon Certain Terminations. Upon termination by the Company without Cause (and not due to Officer’s death or disability) or upon termination by Officer for Good Reason, in addition to any accrued compensation payable through the effective date of termination, the Company shall provide the following to Officer: (i) payment in a single lump sum of an amount equal to Officer’s then-current base salary through the remainder of then-current Term (less any withholdings required by law, and on Employer’s regular pay days), which amount, unless otherwise required by Paragraph 9(b) of this Agreement will be paid to Officer within five (5) business days after termination; (ii) payment of any accrued cash bonus through the remainder of the then-current Term, which amount is due and payable to Officer within five (5) business days of the date such bonus is calculable by Employer; and (iii) continuation of Officer’s medical insurance benefits at the level provided to Officer and his family during his employment through either continued participating in Employer’s benefit plans and/or reimbursement for such continuation under COBRA, through the remainder of the then-current Term (provided, however, that if Employer cannot continue Officer’s participation in such benefits and if COBRA coverage expires before the end of the then-current Term, Employer will reimburse Officer for individual coverage through the remainder of the then-current Term if necessary).
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Obligations of the Company Upon Certain Terminations 
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Related to Obligations of the Company Upon Certain Terminations

  • Obligations of the Company Upon Termination (a) Termination Other Than for Cause, Death or Disability if Employee ----------------------------------------------------------------- Agrees to Cancellation of Change of Control Agreement. If, during the ----------------------------------------------------- Employment Period, the Company shall terminate the Executive's employment other than for Cause or death or Disability, and, subject to (i) the execution by the Executive of the Release attached as Exhibit A hereto, and (ii) the automatic cancellation of any right the Executive might otherwise have under the Change of Control Agreement previously entered into between the Executive and the Company, a copy of which is attached as Exhibit B, the Executive shall be entitled to all of the following: (i) the Company shall pay to the Executive in a lump sum in cash within 15 calendar days after the Date of Termination the aggregate of the following amounts: A. the sum of (1) the Executive's Annual Base Salary through the Date of Termination to the extent not theretofore paid, (2) the product of (x) the higher of (I) the Minimum Bonus and (II) the Annual Bonus paid or payable, including any bonus or portion thereof, which has been earned but deferred (and annualized for any fiscal year consisting of less than twelve full months or during which the Executive was employed for less than twelve full months), for the most recently completed fiscal year during the Employment Period, if any (such higher amount being referred to as the "Highest Annual Bonus") and (y) a fraction, the numerator of which is the number of days in the current fiscal year through the Date of Termination, and the denominator of which is 365, and (3) any compensation previously deferred by the Executive (together with any accrued interest or earnings thereon) and any accrued vacation pay, in each case to the extent not theretofore paid (the sum of the amounts described in clauses (1), (2), and (3) shall be hereinafter referred to as the "Accrued Obligations"); and B. an amount equal to the product of (1) three and (2) the highest amount actually paid to the Executive in cash compensation (that is, Annual Base Salary plus bonus(es) actually paid) in any one of the previous three calendar years; and C. an amount equal to the excess of (a) the actuarial equivalent of the benefit (utilizing actuarial assumptions no less favorable to the Executive than those in effect under the Company's qualified defined benefit retirement plan (the "Retirement Plan") and immediately prior to the Effective Date under the Retirement Plan, and any excess or supplemental retirement plan in which the Executive participates (together, the "SERP") which the Executive would receive if the Executive's employment continued for three years after the Date of Termination assuming for this purpose that all accrued benefits are fully vested, and, assuming that the Executive's compensation in each of the three years is that required by Section 3(b)(i) and Section 3(b)(ii), over (b) the actuarial equivalent of the Executive's actual benefit (paid or payable), if any, under the Retirement Plan and the SERP as of the Date of Termination; (ii) all stock options, restricted stock and other stock-based compensation shall become immediately exercisable or vested, as the case may be, and stock options shall be exercisable for three years thereafter; (iii) for the Continuation Period (as defined below), the Company shall continue to pay the premium for benefits to the Executive and/or the Executive's dependents equal to those which would have been provided to them in accordance with the plans, programs, practices and policies described in Section 3(b)(iv) of this Agreement if the Executive's employment had not been terminated or, if more favorable to the Executive, as in effect generally at any time thereafter with respect to other peer executives of the Company and its affiliated companies and their families, provided, however, that if the Executive becomes reemployed with another employer and is eligible to receive medical or other welfare benefits under another employer- provided plan, the medical and other welfare benefits described herein shall be secondary to those provided under such other plan during such applicable period of eligibility, and provided further that the Executive and the Executive's dependents otherwise are and remain eligible for coverage under the federal law COBRA. The Continuation Period shall be three years. For purposes of determining eligibility (but not the time of commencement of benefits) of the Executive for retiree benefits pursuant to such plans, practices, programs and policies, the Executive shall be considered to have remained employed until three years after the Date of Termination and to have retired on the last day of such period; (iv) the Company shall, at its sole expense as incurred, provide the Executive with reasonable outplacement services the scope and provider of which shall be selected by the Executive in his sole discretion; and (v) to the extent not theretofore paid or provided, the Company shall timely pay or provide to the Executive any other amounts or benefits, other than (x) severance benefits and (y) any benefits or payments under the Change of Control Agreement (Exhibit B), all rights to which the Executive shall have relinquished as partial consideration for the payments and benefits under this Section 5(a), that are required to be paid or provided or which the Executive is eligible to receive under any plan, program, policy or practice or contract or agreement of the Company and its affiliated companies (such other amounts and benefits shall be hereinafter referred to as the "Other (b) Termination Other than for Cause, Death or Disability if the Executive ---------------------------------------------------------------------- Does Not Agree to Cancellation of Change of Control Agreement. If, ------------------------------------------------------------- during the Employment Period, the Company shall terminate the Executive's employment other than for Cause, death or Disability, and the Executive elects to maintain in effect the Change of Control Agreement previously entered into between the Executive and the Company, a copy of which is attached as Exhibit B, this Agreement shall terminate without further obligations on the part of the Company to the Executive other than obligation to pay to the Executive (x) his or her Annual Base Salary through the Date of Termination, (y) the amount of any compensation previously deferred by the Executive, and (z) Other Benefits, in each case to the extent theretofore unpaid.

  • Payments Upon Certain Terminations (i) In the event of a termination of the Employee's employment Without Cause or a termination by the Employee of his employment for Good Reason, the Employer shall pay to the Employee (A) (1) the greater of (x) his Base Salary, if any, for the period from the Date of Termination through the last day of the Initial Term, provided that Employer may, at any time, pay to the Employee in a single lump sum an amount equal to the Base Salary remaining to be paid to the Employee as of the date of such lump sum payment and (y) an amount equal to one year's Base Salary, less (2) any amounts paid or to be paid to the Employee under the terms of any severance plan or program of Employer, if any, as in effect on the Date of Termination and (B) a Pro Rata Share of the Annual Bonus (as defined below). If the Employee's employment shall terminate and he is entitled to receive salary continuation payments under this Section 6(f)(i), and if the Employee obtains new employment, any salary continuation payments to which the Employee may be entitled pursuant to this Section 6(f)(i) shall be reduced or canceled to the extent that the Employee receives salary and other cash compensation from such employment. Any benefits payable to the Employee under any otherwise applicable plans, policies and practices of Employer shall not be limited by this provision. (ii) If the Employee's employment shall terminate upon his death or Disability or if Employer shall terminate the Employee's employment for Cause, Employer shall pay the Employee his full Base Salary through the Date of Termination, plus, in the case of termination upon the Employee's death or Disability, a Pro Rata Share of the Annual Bonus. Any benefits payable to or in respect of the Employee under any otherwise applicable plans, policies and practices of the Employer shall not be limited by this provision. (iii) For purposes of this Section 6, the "Pro Rata Share of the Annual Bonus" shall be calculated and paid as follows. If the Employee is terminated prior to July 1 of any year, the Pro Rata Share of the Annual Bonus (A) will be equal to the product of (1) the Annual Bonus, calculated assuming that 100% of the Operating Target is achieved in such year, and (2) a fraction equal to the number of full months in such year prior to the Date of Termination over 12, and (B) will be paid to the Employee within 30 days after the Date of Termination. If the Employee is terminated on or after July 1 of any year, the Pro Rata Share of the Annual Bonus (A) will be equal to the product of (1) the Annual Bonus, calculated based on the actual Operating Result for such year, and (2) a fraction equal to the number of full months in such year prior to the Date of Termination over 12, and (B) will be paid to the Employee within 90 days after the close of the year in respect of which the Pro Rata Share of the Annual Bonus is payable.

  • Obligations of Company Upon Termination (a) In the event of the termination of Executive's employment pursuant to Section 7 (a), (b), (c) or (e), Executive will be entitled only to the compensation earned by him hereunder as of the date of such termination (plus life insurance or disability benefits if applicable and provided for pursuant to Section 4(c)). (b) In the event of the termination of Executive’s employment pursuant to Section 7 (d) or (f), Executive will be entitled to receive in one lump sum payment the full remaining amount under the Term of this Agreement to which he would have been entitled had this Agreement not been terminated.

  • Obligations of the Corporation Upon Termination The following provisions describe the obligations of the Corporation to the Executive under this Agreement upon termination of his employment. However, except as explicitly provided in this Agreement, nothing in this Agreement shall limit or otherwise adversely affect any rights which the Executive may have under applicable law, under any other agreement with the Corporation or any of its subsidiaries, or under any compensation or benefit plan, program, policy or practice of the Corporation or any of its subsidiaries.

  • Certain Terminations The termination of any Proceeding or of any claim, issue, or matter therein by judgment, order, settlement, or conviction, or upon a plea of nolo contendere or its equivalent, shall not (except as otherwise expressly provided in this Agreement) of itself create a presumption that Indemnitee did not act in good faith and in a manner which Indemnitee reasonably believed to be in or not opposed to the best interests of the Company or, with respect to any criminal action or Proceeding, that Indemnitee had reasonable cause to believe that Indemnitee’s conduct was unlawful.

  • Obligations of the Company Upon Termination of Employment (a) Expiration of Term, By the Company for Cause or by Executive without Good Reason. If Executive's employment shall be terminated: (i) due to and upon expiration of the Term of this Agreement the Company shall pay Executive his full salary through the Date of Termination at the rate in effect at the time Notice of Termination is given, and an amount equal to the product of (x) all bonuses and awards that would have been earned by Executive upon completion of each award cycle that began during the Term but had not been completed as of the Date of Termination, calculated as though the full achievement of all goals and targets relating thereto had been achieved in full and (y) a fraction, the numerator of which shall be the number of days from the beginning of the applicable bonus or award cycle to and including the Date of Termination and the denominator of which shall be the number of days in such cycle; or (ii) if Executive's employment shall be terminated by the Company for Cause or by Executive without Good Reason, then the Company shall pay Executive his Base Salary (at the rate in effect at the time Notice of Termination is given) through the Date of Termination, and the Company shall have no additional obligations to Executive under this Agreement. (b) For any other reason. If Executive's employment shall be terminated for any reason other than those provided in Section 6(a) above, then: (i) the Company shall pay Executive his full salary through the Date of Termination at the rate in effect at the time Notice of Termination is given, and an amount equal to the product of (x) all bonuses and awards that would have been earned by Executive upon completion of each award cycle that began during the Term but had not been completed as of the Date of Termination, calculated as though the full achievement of all goals and targets relating thereto had been achieved in full and (y) a fraction, the numerator of which shall be the number of days from the beginning of the applicable bonus or award cycle to and including the Date of Termination and the denominator of which shall be the number of days in such cycle; and (ii) in lieu of paying any further compensation to Executive for periods subsequent to the Date of Termination, the Company shall pay to the Executive severance payments in the form of continuation of Executive's Base Salary in effect as of the Date of Termination for a period of two (2) years following such Date of Termination (the "Severance Payment Period").

  • Certain Terminations of Employment If your employment is terminated by the Company for Cause or because you are Disabled, if you terminate your employment without Good Reason or if your employment ends because of your death, then the Company shall pay your Accrued Benefit through the Date of Termination and, except for the payment of the Accrued Benefit, your compensation, benefits, and stock option vesting shall cease as of the Date of Termination.

  • Obligations of Business Associate Upon Termination Upon termination of this Agreement for any reason, business associate shall return to covered entity or, if agreed to by covered entity, destroy all protected health information received from covered entity, or created, maintained, or received by business associate on behalf of covered entity, that the business associate still maintains in any form. Business associate shall retain no copies of the protected health information.

  • Termination Upon Certain Events 17 16.2 Procedures....................................................17

  • OBLIGATIONS OF THE EMPLOYER 9.1 The Employer shall- 9.1.1 Create an enabling environment to facilitate effective performance by the employee; 9.1.2 Provide access to skills development and capacity building opportunities; 9.1.3 Work collaboratively with the Employee to solve problems and generate solutions to common problems that may impact on the performance of the Employee; 9.1.4 On the request of the Employee delegate such powers reasonably required by the Employee to enable him to meet the performance objectives and targets established in terms of this Agreement; and 9.1.5 Make available to the Employee such resources as the Employee may reasonably require from time to time assisting him to meet the performance objectives and targets established in terms of this Agreement.

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