PAYMENT AND OTHER BENEFITS Sample Clauses

PAYMENT AND OTHER BENEFITS. In lieu of any payments that Executive would be entitled pursuant to subsections 4(c)(i) and (ii) of the Employment Contract and in lieu of the insurance benefits to which Executive would be entitled pursuant to subsection 4(c)(iii) of the Employment Contract, the Executive will receive $1,138,811 (less any required withholding) payable by the Bank on July 21, 2005, or promptly thereafter. Promptly upon payment of said amount, Executive will purchase for its then current book value the vehicle that is currently being provided for Executive's use. The restrictions on the Executive's outstanding incentive awards shall lapse and shall become vested and exercisable during the full term of such award, and his benefits under deferred compensation arrangements shall become 100% vested as provided in Subsection 4(c)(iv) of the Employment Contract including the stock in his ESOP account, as reflected in the agreements attached hereto as Exhibit C. The payments and benefits for which provision is made in subparagraphs (a) and (b) above are absolute, subject to no contingencies and will survive the Executive's death, disability or termination.
Sample 1
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PAYMENT AND OTHER BENEFITS. (a) In lieu of any payments that Executive would be entitled pursuant to Subsection 4(c)(i) of the Contract, the Executive will receive $1,382,872.17 (less any required withholding). (b) The Executive will continue to be entitled to the insurance benefits as provided in Subsection 4(c)(iii) of the Contract; and the restrictions on his outstanding incentive awards shall lapse and shall become vested and exercisable during the full term of such award (so long as Executive continues to be employed by the Parent) and his benefits under deferred compensation arrangements shall become 100% vested as provided in Subsection 4(c)(iv) of the Contract including the stock in his ESOP account. (c) The payments and benefits for which provision is made in subparagraphs (a) and (b) above are absolute, subject to no contingencies and will survive the Executive's death or disability.
Sample 1
PAYMENT AND OTHER BENEFITS. I acknowledge that, in consideration for signing this Release within 21 days after I receive it and provided that I do not revoke the Release during the seven-day revocation period described in Section 8, I will receive the following: A. Payment in the gross amount of $1,250,000, equal to two (2) times Executive’s base salary on March 15, 2024, paid in a lump sum. B. Payment in the gross amount of (1) $117,773.45 for the Bonus portion of the severance benefit under the Severance Plan or, if greater, (2) the accrued annual incentive as of the Separation Date, calculated based on Executive’s target annual incentive for such year if that is a greater amount; provided, however, that if my Separation Date is on or after the date on which a deferral election under the Norfolk Southern Corporation Executives’ Deferred Compensation Plan (“EDCP”) becomes irrevocable (generally July 1), any portion of my Bonus for which I had made an election to defer under the EDCP will be paid under the terms of the EDCP and not under the Severance Plan. C. Option #1 is “Payment in a gross amount equal to the value of any stock options outstanding as of the Separation Date calculated and paid in accordance with Section 4.2(a) of the Severance Plan,” or Option #2 in the event that the Executive is entitled to continued or accelerated vesting of stock options in accordance with the terms of the Norfolk Southern Long-Term Incentive Plan is “In accordance with Sections 4.2(a)-(b) of the Severance Plan, I will be entitled to continued or accelerated vesting of stock options in accordance with the terms of the Norfolk Southern Long-Term Incentive Plan and shall not be entitled to the payout of equity awards.” D. Payment in the gross amount of $36,000 for health coverage, paid in a lump sum. E. Payment in the gross amount of $30,000 for outplacement services, paid in a lump sum. F. Option #1 is “Payment in a gross amount equal to the full value of any restricted stock units awards outstanding as of the Separation Date, calculated and paid in accordance with Section 4.2(a) of the Severance Plan.” or Option #2 in the event that the Executive is entitled to continued vesting of restricted stock units in accordance with the terms of the Norfolk Southern Long-Term Incentive Plan is “In accordance with Sections 4.2(a)-(b) of the Severance Plan, I will be entitled to continued vesting of restricted stock in accordance with the terms of the Norfolk Southern Long-Term Incentive Plan and shall not...
Sample 1
PAYMENT AND OTHER BENEFITS. (a) In lieu of any payments that Executive would be entitled pursuant to Subsections 4(e)(i) and (ii) of the Contract, the Executive will receive the following amounts on the following dates: $3,940,154.90 on January 24, 2005; $3,152,123.92 on January 24, 2006; and $788,030.98 on January 24, 2007 (in each case less any required withholding). (b) The Executive will continue to be entitled to the insurance benefits as provided in Subsection 4(e)(iii) of the Contract; the restrictions on his outstanding incentive awards shall lapse and shall become vested and exercisable during the full term of such award (so long as Executive continues to be employed by the Parent) as provided in Subsection 4(e)(iv) of the Contract including the stock in his ESOP account; Executive shall become 100% vested in all deferred compensation arrangements as provided in Subsection 4(e)(vii) of the Contract; and the Parent shall transfer to Executive its one-half interest in the "Key Man" life insurance policy that it has maintained on the Executive and shall maintain such policy for five years as provided in subsection 4(e)(v) of the Contract, the cost of which is included in paragraph 4(a) above in the amount to be paid to the Executive (so that there shall be no double payment). (c) The payments and benefits for which provision is made in subparagraphs (a) and (b) above are absolute, subject to no contingencies and will survive the Executive's death or disability.
Sample 1
PAYMENT AND OTHER BENEFITS. Under the terms of Employee’s Employment Agreement with the Company, including section 6, Employee is entitled to receive a severance payment in the event her employment is involuntarily terminated. In the absence of this Agreement, the provisions of Employee’s Employment Agreement would need to be amended by December 31, 2008 to either comply with Section 409A of the Internal Revenue Code (the “Code”) or qualify for an exception to the requirements of Section 409A. Effective immediately, Section 6(c) and Section 6(d) of the Employment Agreement are amended, restated and replaced by the provisions of this Section 3. The provisions of this Section 3, like the provisions of Section 6(c) and Section 6(d) of the Employment Agreement, are intended to fit within the short-term deferral exception to Section 409A as described in Treas. Reg. § 1.409A-1(b)(4). (a) Within ninety (90) days of the receipt of this signed Agreement and expiration of the revocation period referenced in Section 7 of this Agreement, the Company will tender to Employee a check for severance pay in the amount of $295,000 (gross, less required and authorized withholdings). (b) Within ninety (90) days of the receipt of this signed Agreement and expiration of the revocation period referenced in Section 7 of this Agreement, and as further consideration, Company will pay Employee one times the annual target compensation as identified under the 2008 Executive Incentive Compensation Plan (the “IC Plan”). Identified annual target compensation is equal to $205,000 (gross, less required and authorized withholdings). (c) Employee shall also be eligible for outplacement assistance for a period of up to six (6) months with Lee Hecht Xxxxxxxx. Xx xxxxive outplacement assistance, Employee must contact Lee Hecht Xxxxxxxx xxx xxxxn using such assistance within sixty (60) days of termination. The Company’s provision of outplacement assistance under this Section 3(c) also may be subject to Section 409A of the Code. The Company intends that the Company’s payment for outplacement services pursuant to this Section 3(c) will comply with the exception to Section 409A for reimbursements and certain other separation payments described in Treas. Reg. § 1.409A-1(b)(9)(v). Accordingly, Employee will not incur any expenses in connection with the outplacement services after the expiration of the six (6) month period described in this Section 3(c) and all reimbursements for such expenses will be made before December 31, 200...
Sample 1

Related to PAYMENT AND OTHER BENEFITS

  • Vacation and Other Benefits Each Contract Year, Executive shall be entitled to four (4) weeks of paid vacation in accordance with Employer’s applicable policies and procedures for executive-level employees. Executive shall also be eligible to participate in and receive the fringe benefits generally made available to other executive-level employees of Employer in accordance with and to the extent that Executive is eligible under the general provisions of Employer’s fringe benefit plans or programs; provided, however, that Executive understands that these benefits may be increased, changed, eliminated or added from time to time during the Term as determined in Employer’s sole and absolute discretion.

  • Compensation and Other Benefits Subject to the provisions of this Agreement, the Company shall pay and provide the following compensation and other benefits to the Executive during the Term as compensation for services rendered hereunder:

  • Expense Reimbursement and Other Benefits (a) During the term of Executive’s employment hereunder, pursuant to Applica’s Travel and Expense Policy and upon the submission of proper substantiation by the Executive, including copies of all relevant invoices, receipts or other evidence reasonably requested by Applica, Applica shall reimburse the Executive for all reasonable expenses actually paid or incurred by the Executive in the course of and pursuant to the business of Applica or any Affiliates. (b) Executive shall participate in Applica’s Group Health and Hospitalization Plan, Group Life Insurance Plan, Group Disability Insurance Plan and all other insurances, or insurance plans (collectively, the “Welfare Benefits”), and executive benefits and bonuses covering Applica’s executive officers as are now or may in the future be in effect, subject to applicable eligibility requirements. Additionally, Applica shall provide the Executive with life insurance in an amount equal to five times his Base Salary. During the Term, Applica shall pay for (i) the Executive’s annual dues in a country club and (ii) tax preparation and financial planning for the Executive on an annual basis up to a maximum of 1% of his base salary. (c) During the Term, Applica shall provide Executive with a monthly automobile allowance of $975. (d) During the Term, the Executive will be entitled to four weeks’ paid vacation for each year. The Executive will also be entitled to the paid holidays and other paid leave set forth in Applica’s policies. Vacation days and holidays during any fiscal year that are not used by the Executive during such Fiscal Year may not be carried over and used in any subsequent Fiscal Year.

  • Insurance and Other Benefits During the Employment Period, the Executive and the Executive’s dependents shall be entitled to participate in the Company’s insurance programs and any ERISA benefit plans, as the same may be adopted and/or amended from time to time (the “Benefits”). The Executive shall be entitled to paid personal days on a basis consistent with the Company’s other senior executives, as determined by the Board. The Executive shall be bound by all of the policies and procedures established by the Company from time to time. However, in case any of those policies conflict with the terms of this Agreement, the terms of this Agreement shall control.

  • Rent and Other Payments This paragraph contains detailed commercial terms. ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ .

  • Salary and Other Compensation As compensation for the services to be rendered by the Employee to the Company pursuant to this Agreement, the Employee shall be paid the following compensation and other benefits:

  • COMPENSATION AND OTHER FEES As compensation for the services provided by Xxxxxx xxxxxxxxx, the Company agrees to pay to Xxxxxx: (A) The fees set forth below with respect to the Placement: 1. A cash fee payable immediately upon the closing of the Placement and equal to 6% of the aggregate gross proceeds raised in the Placement. Additionally, a cash fee payable within 48 hours of (but only in the event of) the receipt by the Company within 12 months of the Closing Date of any proceeds from the exercise of the Warrants sold in the Placement that are solicited by the Placement Agent and otherwise in compliance with Financial Industry Regulatory Authority (“FINRA”) Rule 5110 equal to 5% of the aggregate cash exercise price received by the Company upon such exercise, if any (the “Warrant Solicitation Fee”), provided, however, the Warrant Solicitation Fee shall be reduced (before any reduction to the Xxxxxx Warrants described in the last sentence of Section A.2 below or any reduction to the expense reimbursement to Xxxxxx in Section B below) to the extent (and only to the extent) that Xxxxxx’x aggregate compensation for the Placement, as determined under FINRA Rule 5110, would otherwise exceed 8%. Such determination of the actual Warrant Solicitation Fee shall be made promptly following completion of the Placement and communicated in writing to the Company. 2. Such number of warrants (the “Xxxxxx Warrants”) to be issued to Xxxxxx or its designees at the Closing to purchase shares of Common Stock equal to 5% of the aggregate number of Shares sold in the Placement. The Xxxxxx Warrants shall have the same terms as the Warrants (if any) issued to the Purchasers in the Placement except that the exercise price shall be at least 125% of the public offering price per share, but in any event not less than the Warrant exercise price, and the expiration date shall be November 27, 2012. The Xxxxxx Warrants shall not have antidilution protections or be transferable for six months from the date of the Offering except as permitted by FINRA Rule 5110, and further, the number of Shares underlying the Xxxxxx Warrants shall be reduced if necessary to comply with FINRA rules or regulations. Such determination of the actual number of Shares underlying the Xxxxxx Warrants shall be made promptly following completion of the Placement and communicated in writing to the Company. (B) The Company also agrees to reimburse Xxxxxx’x expenses (with supporting invoices/receipts) up to a maximum of 0.8% of the aggregate gross proceeds raised in the placement, but in no event more than $30,000 and only in the event the Placement has been consummated. If payable, such reimbursement shall be paid immediately upon the closing of the Placement.

  • Administrative and Other Fees The Borrower agrees to pay the administrative and other fees of the Administrative Agent as provided in the Fee Letter and as may be otherwise agreed to in writing from time to time by the Borrower and the Administrative Agent.

  • Improper and Other Payments (a) Neither the Company, any director, officer, employee thereof, nor any agent or representative of the Company nor any person acting on behalf of any of them, has made, paid or received any unlawful bribes, kickbacks or other similar payments to or from any person or authority, (b) no contributions have been made, directly or indirectly, by the Company to a domestic or foreign political party or candidate; and (c) the internal accounting controls of the Company are believed by the Company’s management to be adequate to detect any of the foregoing under current circumstances.

  • Fees, Expenses and Other Payments (a) Except as otherwise provided in this Agreement, all costs and expenses, including, without limitation, fees and disbursements of counsel, financial advisors and accountants, incurred by the parties hereto shall be borne solely and entirely by the party which has incurred such costs and expenses (with respect to such party, its "Expenses"); provided that, except in the event that the payment provided in Section 8.5(b) becomes payable, if DOCP breaches any material term of this Agreement or if the Merger is not consummated, and this Agreement is thereafter terminated, and within one year of the date of such termination DOCP enters into an agreement respecting an Alternative Transaction, DOCP shall pay the reasonable fees and expenses of one firm of legal counsel advising the Management Investor, up to $50,000, plus 50% of any such fees in excess of $50,000, for the benefit of the Management Investor in connection with the transactions contemplated hereby. (b) If (i) this Agreement shall be terminated by Buyer pursuant to Section 8.1(e) or by Buyer or DOCP pursuant to Section 8.1(f), or (ii) (A) after the date of this Agreement any person or "group" (within the meaning of Section 13(d)(3) of the Exchange Act) shall have publicly made a proposal with respect to an Alternative Transaction, (B) the Offer shall have remained open until at least the scheduled expiration date immediately following the date such proposal is made, (C) the Minimum Condition shall not have been satisfied at the expiration of the Offer and (D) this Agreement shall thereafter be terminated pursuant to Section 8.1(d), then DOCP shall pay to Buyer $3,000,000 plus all Expenses of Buyer, CSX, NSC and the Management Investor as promptly as practicable but not later than two business days after termination of this Agreement (unless required simultaneously with termination under Section 8.1(f)) by wire transfer of immediately available funds to an account designated by Buyer.

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