Other Payments and Benefits. On any termination of employment, including, without limitation, termination due to the Employee’s death or Disability (as defined in Section 10) or for Cause, the Employee shall receive any accrued but unpaid salary, reimbursement of any business or other expenses incurred prior to termination of employment but for which the Employee had not received reimbursement, and any other rights, compensation and/or benefits as may be due the Employee in accordance with the terms and provisions of any agreements, plans or programs of the Company (but in no event shall the Employee be entitled to duplicative rights, compensation and/or benefits).
Other Payments and Benefits. On the Payment Date, the Company shall pay or cause to be paid to the Manager the aggregate of: (a) the Manager’s earned but unpaid base salary through the Covered Termination at the rate in effect on the date of the Covered Termination, or if higher, at the rate in effect at any time during the 90-day period preceding the Change in Control; (b) any unpaid bonus or annual incentive payable to the Manager in respect of the calendar year ending prior to the Covered Termination; (c) the pro rata portion of any and all unpaid bonuses and annual incentive awards for the calendar year in which the Covered Termination occurs, said pro rata portion to be calculated on the fractional portion (the numerator of said fraction being the number of days between January 1 and the date of the Covered Termination, and the denominator of which is 365) of the target bonuses or annual incentive awards for such calendar year; and (d) the pro rata portion of any and all awards under the Company’s long term incentive plan for the performance period(s) in which the Covered Termination occurs, said pro rata portion to be calculated on the fractional portion (the numerator of said fraction being the number of days between the first day of the applicable performance period and the date of the Covered Termination, and the denominator of which is the total number of days in the applicable performance period) of the amount of the award which would have been payable had (i) the Covered Termination not occurred, and (ii) the target level of performance been achieved for the applicable performance period. The Manager shall be entitled to receive any other payments or benefits that the Manager is entitled to pursuant to the express terms of any compensation or benefit plan or arrangement of the Company or any of its affiliates; provided that: (x) the Severance Allowance (i) shall be in lieu of any severance payments to which the Manager might otherwise be entitled under the terms of any severance pay plan, policy, or arrangement maintained by the Company or the employment agreement, if any, between the Manager and the Company, and (ii) shall be credited against any severance payments to which the Manager may be entitled by statute; (y) any annual incentive described in subsection (b) or (c) shall decrease (or shall be decreased by), but not below zero, the amount of the annual incentive payable (or paid) with respect to the same calendar year under the Company’s annual incentive plan (curre...
Other Payments and Benefits. Executive shall be entitled to receive any payments or benefits that Executive is entitled to pursuant to the terms of any Company plans, programs or arrangements (including, but not limited to, retention arrangements) except that Executive shall not be entitled to receive severance benefits in addition to those provided hereunder in connection with a termination of employment following a Change in Control.
Other Payments and Benefits. On any termination of employment, including, without limitation, termination due to the Employee’s death or Disability (as defined in Section 10) or for Cause, the Employee shall receive any accrued but unpaid salary, reimbursement of any business or other expenses incurred prior to termination of employment but for which the Employee had not received reimbursement (provided that such expenses have been previously approved in writing or comply with the terms of any expense reimbursement policy then in effect), and any other rights, compensation and/or benefits as may be due the Employee in accordance with the terms and provisions of any agreements, plans or programs of the Company or the Partnership (but in no event shall the Employee be entitled to duplicative rights, compensation and/or benefits).
Other Payments and Benefits. Upon any termination of Executive’s employment with the Company, in addition to the amounts and benefits (if any) under other sub-sections of this Section 5, Executive will be entitled to the following:
(i) prompt payment of any earned but unpaid portion of his Base Salary through the Termination Date and a prompt cash payment (determined based on Executive’s per-business-day rate of Base Salary) in respect of vacation that is accrued but unused as of the Termination Date;
(ii) any vested deferred compensation (including any interest accrued on or appreciation in value of such deferred amounts) in accordance with the documents governing such compensation;
(iii) prompt reimbursement for business expenses reasonably incurred but not yet reimbursed by the Company in accordance with the Company’s expense reimbursement policy as in effect from time to time;
(iv) unless Executive’s employment with the Company has been terminated by the Company for Cause, the Executive will receive any earned but unpaid Annual Cash Bonus for any calendar year that ended prior to the Termination Date (including, without limitation, any annual cash bonus for calendar year 2018); and
(v) any other payment or benefit to which Executive is, or becomes, entitled under the then-applicable terms of any then-applicable written plan, program, agreement, corporate governance document, or other arrangement of the Company or any of its affiliates (collectively, “Company Arrangements”), including (without limitation) Sections 8 and 19 of this Agreement).
Other Payments and Benefits. On any termination of employment, including, without limitation, termination due to the Employee's death or Disability (as defined in Section 7), the Employee shall receive any accrued but unpaid salary, reimbursement of any business or other expenses incurred prior to termination of employment but for which the Employee had not received reimbursement, and any other rights, compensation and/or benefits as may be due the Employee in accordance with the terms and provisions of any agreements, plans or programs of the Company (but in no event shall the Employee be entitled to duplicative rights, compensation and/or benefits).
Other Payments and Benefits. Upon termination of the Executive's employment, the Executive shall have the following rights with respect to certain fringe benefits provided by the Bank:
Other Payments and Benefits. The payment due under Section 3 hereof shall be in addition to and not in lieu of any payments or benefits, due to the Executive under any other plan, policy or program of Aqua America, and its Subsidiaries or Affiliates; provided, however, that an Executive shall not be eligible for benefits under any severance or stay-on bonus plan maintained by Aqua America, or any of its Subsidiaries or Affiliates, if the Executive is entitled to receive benefits under this Agreement as a result of a Termination of Employment within two years following a Change in Control. In addition, if the Executive is entitled to a payment under Section 3 hereof, the Executive shall be entitled to
(a) an amount equal to (i) twenty-four (24) months of the COBRA rate in effect at the Executive’s Termination of Employment, plus (ii) an additional amount which, after reduction for applicable income and employment taxes owed with respect to such additional amount, equals the income and employment taxes payable with respect to the amount described in clause (i), which shall be paid in a single lump sum at the time the benefit under Section 3 is paid; and
(b) fully-paid executive level reasonable outplacement services from the provider or the Executive’s choice for six (6) months following the Termination Date. All reimbursements paid to the Executive for purposes of outplacement services shall be made or provided in accordance with Treas. Reg. §1.409A-1(b)(9)(v)(A).
Other Payments and Benefits. The Associate is not entitled to any other payments or benefits not provided for in this Agreement, unless the payment or benefit is provided for through the Associate’s participation in an established Walmart-sponsored plan or program. The Associate shall continue to be covered by Article VI of the Amended and Restated Bylaws of Walmart (effective as of June 5, 2014), subject to the terms, provisions and conditions therein. In addition, unless otherwise provided for in the plan, the Associate’s participation in all Walmart-sponsored benefit plans or programs will end on the Retirement Date.
Other Payments and Benefits. If within 22 days following the date of this Agreement (but not before the Retirement Date) you sign the General Release in the form attached as Exhibit B hereto (the “General Release”) and it becomes effective as provided in paragraph 12(b) hereof, you will receive the payments and benefits described in this paragraph 3 in the manner and time frames, and subject to the conditions and restrictions, described herein. You acknowledge and agree that the payments and benefits described in this paragraph 3 differ from and are in excess of the total payments and benefits you would otherwise be eligible to receive upon retirement, if not for this Agreement. Such payments and benefits are as follows:
(a) On the date that follows the Effective Date (as such term is defined in paragraph 12(b) hereof) by three (3) days, the Company will pay to you the amount of $1,000,000, less applicable tax withholdings. Such payment shall be made by direct deposit into the account presently designated by you for the receipt of payments of your salary.
(b) The Company will make a series of seventy-five (75) monthly payments to you, each in the amount of $6,070.15, less applicable tax withholdings, beginning on May 15, 2010 and ending on July 15, 2016. Such payments shall be made by direct deposit into the account presently designated by you for the receipt of payments of your salary or such other account designated by you in the future for this purpose by written notice to the Company.
(c) Notwithstanding anything to the contrary contained in DFG’s 2003 Employee Long-Term Incentive and Share Award Plan (the “Share Award Plan”) or the award agreements governing the outstanding DFG employee stock options previously granted to you under such plan, all such options that are exercisable as of the Retirement Date will remain exercisable for the period ending at the close of business on April 30, 2011 in accordance with the terms of the Share Award Plan. The options that are exercisable as of the date hereof are enumerated in Exhibit C hereto.
(d) Notwithstanding anything to the contrary contained in the Share Award Plan or the award agreement governing the 12,701 Restricted Share Units previously granted to you by DFG under the Share Award Plan that will not have become vested as of the Retirement Date, such Restricted Share Units will be deemed to be vested and the shares of Class A Common Stock of DFG underlying such Restricted Share Units will be delivered to you in freely tradeable f...
