Payments and Benefits Sample Clauses

Payments and Benefits. If an Event occurs during the Term of this Agreement, then the Executive shall be entitled to receive from the Company or its successor (which includes any person acquiring all or substantially all of the assets of the Company) a cash payment and other benefits on the following basis (unless the Executive's employment by the Company is terminated voluntarily or involuntarily before the occurrence of the earliest Event to occur (the "First Event"), in which case the Executive shall be entitled to no payment or benefits under this Section 3): (a) If at the time of, or at any time after, the occurrence of the First Event and before the end of the Transition Period, the employment of the Executive with the Company is voluntarily or involuntarily terminated for any reason (unless such termination is a voluntary termination by the Executive other than a Constructive Involuntary Termination or is on account of the death or Disability of the Executive or is a termination by the Company for Cause), the Executive (or the Executive's legal representative, as the case may be), subject to the limitations set forth in Sections 3(e) and 3(g), (1) shall be entitled to receive from the Company or its successor, upon such termination of employment with the Company or its successor, a cash payment in an amount equal to three times the sum of (A) the Executive's then-current annual base salary and (B) the greater of (i) the Executive's annualized then-current year's bonus or (ii) the Executive's annual bonus in the year prior to the then-current year, such payment to be made to the Executive by the Company or its successor in a lump sum at the time of such termination of employment; and (2) shall be entitled for three years after the termination of the Executive's employment with the Company to participate in any health, disability and life insurance plan or program in which the Executive was entitled to participate immediately before the First Event as if he were an employee of the Company during such three-year period; provided however, that if the Executive's participation in any such health, disability or life insurance plan or program of the Company is barred, the Company, at its sole cost and expense, shall arrange to provide the Executive with benefits substantially similar to those that the Executive would be entitled to receive under such plan or program as if he were not barred from participation. (b) The payments provided for in this Section 3 shall be in addition ...

Payments and Benefits. Subject to the terms and conditions of this Agreement, if the Executive’s employment is terminated during the Term of this Agreement and before a Change in Control (A) by the Company for a reason other than for Cause or (B) by the Executive for Good Reason, the Executive shall be entitled to: (a) a lump sum severance payment equal to one times the Executive’s annual base salary in effect immediately prior to the Termination Date. (b) a lump sum payment in an amount equal to the annual short-term incentive compensation to which the Executive would have been entitled had he continued in the employ of the Company through the last day of the calendar year in which the Termination Date occurs, pro-rated for the number of days during the calendar year that the Executive was employed prior to the Termination Date; provided, however, that such payment shall be made only if and to the extent the applicable performance measure(s) for such calendar year have actually been met. (c) with respect to each outstanding and nonvested long-term performance award (including an equity-based or a non-equity-based long-term performance award) granted to the Executive by the Company for which the Termination Date precedes the end of the performance period by less than one (1) year, a payment equal to the amount the Executive would have received under each such award had he continued in the employ of the Company through the last day of the applicable performance period, pro-rated for the number of days during such performance period that the Executive was employed prior to the Termination Date; provided, however, that such payment shall be made only if and to the extent the applicable performance measure(s) for such performance period have actually been met. (d) with respect to each then-outstanding and vested stock option granted to the Executive by the Company, exercise such option at any time during the period beginning on the Termination Date and ending on the earlier of the original expiration date of each such option (without regard to any accelerated expiration date otherwise resulting from the Executive’s termination of employment) or the expiration of the three-month period following the Termination Date. (e) continued health benefit coverage for the Executive and the Executive’s qualified beneficiaries as provided in Section 4980B of the Code (“COBRA”). Such COBRA continuation coverage shall be provided to the Executive and the Executive’s qualified beneficiaries only if...

Payments and Benefits. Subject to the terms and conditions of this Agreement, if the Executive’s employment is terminated during the Term of this Agreement and before a Change in Control (A) by the Company for a reason other than for Cause or (B) by the Executive for Good Reason, the Executive shall be entitled to: (a) a lump sum severance payment equal to one and one-half (11/2) times the sum of (i) the Executive’s annual base salary in effect immediately prior to the Termination Date and (ii) the Executive’s annual short-term incentive compensation, based on target bonus opportunity for the calendar year in which the Termination Date occurs; (b) a lump sum payment in an amount equal to the annual short-term incentive compensation to which the Executive would have been entitled had he continued in the employ of the Company through the last day of the calendar year in which the Termination Date occurs, pro-rated for the number of days during the calendar year that the Executive was employed prior to the Termination Date; provided, however, that such payment shall be made only if and to the extent the applicable performance measure(s) for such calendar year have actually been met. (c) with respect to each outstanding and nonvested long-term performance award (including an equity-based or a non-equity-based long-term performance award) granted to the Executive by the Company for which the Termination Date precedes the end of the performance period by less than one (1) year, a payment equal to the amount the Executive would have received under each such award had he continued in the employ of the Company through the last day of the applicable performance period, pro-rated for the number of days during such performance period that the Executive was employed prior to the Termination Date; provided, however, that such payment shall be made only if and to the extent the applicable performance measure(s) for such performance period have actually been met. (d) with respect to each then-outstanding and vested stock option granted to the Executive by the Company, exercise such option at any time during the period beginning on the Termination Date and ending on the earlier of the original expiration date of each such option (without regard to any accelerated expiration date otherwise resulting from the Executive’s termination of employment) or the expiration of the three-month period following the Termination Date. (e) continued health benefit coverage for the Executive and the Executive’s ...

Payments and Benefits. Due Upon Termination of Agreement”), Section 8 (“Payments and Benefits Due Upon Certain Change-of-Control Events”), Section 9 (“Parachute Payment Limitation”), Section 10 (“Conditions on Receipt of Separation Benefits and Change-of-Control Benefits”), Section 11 (“Confidential Information”), Section 15 (“Survival and Enforcement of Covenants; Remedies”), Section 17 (“Waiver of Right to Jury Trial”), Section 18 (“Attorneys’ Fees and Other Costs”), Section 19 (“Entire Agreement”), Section 20 (“Inconsistencies”), Section 24 (“Governing Law; Venue”), Section 30 (“Cooperation”), and Section 32 (“Notices”).

Payments and Benefits. (A) Except for a termination of employment for a reason specified in subsections (A), (B), (C) or (D) of Section 3 hereof, the following payments and benefits, less any amounts required to be withheld therefrom under any applicable federal, state or local income tax, other tax, or social security laws or similar statutes, shall be paid to Employee (i) upon any termination of Employee's employment with the Corporation that occurs during the term of this Agreement and within the two-year period following a Change in Control or (ii) upon the Employee's termination of employment with the Corporation for "Good Reason," as defined in Section 4 of this Agreement, that occurs during the term of this Agreement and during the third year following a Change in Control: (1) Within thirty (30) days following such a termination, Employee shall be paid: (i) at his or her then-effective salary, for services performed through the date of termination, and (ii) any earned and unpaid amount of any bonus or incentive payment (for example, any bonus earned but not yet paid under the Corporation's executive bonus compensation plan with respect to the calendar year preceding the year in which the termination of employment occurs); and (2) Within thirty (30) days following such a termination, Employee shall be paid a lump sum payment of an amount equal to two (2) times Employee's "Base Amount." For purposes hereof, Base Amount is defined as Employee's average includable compensation paid by the Corporation for the five (5) most recent taxable years ending before the date on which the Change in Control occurs. The definition, interpretation and calculation of the dollar amount of Base Amount shall be in a manner consistent with and as required by the provisions of Section 280G of the Internal Revenue Code of 1986, as amended ("Code"), and the regulations and rulings of the Internal Revenue Service promulgated thereunder. (B) Employee acknowledges that payment in accordance with this Section 5 shall be deemed to constitute a full settlement and discharge of any and all obligations of the Corporation or Meridian Mutual to Employee arising out of his or her employment with the Corporation and the termination thereof, except for any vested rights Employee may then have under any insurance, pension, supplemental pension, thrift, employee stock ownership, stock option plans or other benefit plans sponsored or made available by the Corporation or Meridian Mutual.

Payments and Benefits. 1. The Company shall pay to the Executive: (i) any amount of the Executive’s base salary earned through the CEO Officer Termination Date not theretofore paid, (ii) any Annual Bonus for calendar year 2018, that was earned but not yet paid, (iii) any expenses owed to the Executive under Section 3(f) of the Employment Agreement through the CEO Officer Termination Date, and (iv) any amount arising from the Executive’s participation in, or benefits under, any employee benefit plans, programs, or arrangements under Section 3(d) of the Employment Agreement (other than severance plans, programs, or arrangements), which amounts shall be payable in accordance with the terms and conditions of such employee benefit plans, programs, or arrangements including, where applicable, any death and disability benefits (the “Accrued Obligations”). 2. Subject to the Executive’s provision of transitional services through May 17, 2019, with such transition assistance to be provided in good faith in a manner consistent with his provision of services prior to the CEO Officer Termination Date, on Company premises for the first week and remotely for the three weeks thereafter, the Company shall pay the Executive a lump sum amount equal to $1,143,750 (the “Transition Assistance Payment”), on the first payroll date coincident with or immediately following May 17, 2019. 3. The Company shall (i) (A) continue to pay the Executive his base salary (at his current annual rate of $825,000) in accordance with the Company’s customary payroll practices during the period the Executive continues to be employed from the CEO Officer Termination Date through the Employment Termination Date and (B) pay an additional amount as severance pay in an aggregate amount of $825,000 payable in accordance with the Company’s customary payroll practices in equal installments during the period beginning on the Employment Termination Date and ending on the six (6) month anniversary of the Employment Termination Date; provided that the Company shall cease any then-remaining payments on the first date that the Executive violates any covenant contained in Section 6 or 7 of the Employment Agreement and (ii) pay the Executive an amount equal to his Target Bonus ($1,031,250) in a lump sum within sixty (60) days following the CEO Officer Termination Date (collectively, the “Severance Payment”). 4. If continued coverage under the Company’s health and welfare plans is timely elected by the Executive, the Company shall provid...

Payments and Benefits. (a) On the Effective Date, the Company shall pay to the Employee his accrued but unpaid base salary as well as any earned unused vacation as of the Termination Date. The Company shall also make a prorated bonus payment to the Employee of approximately $55,000, based on 100% successful completion of specific objectives and EBAIT performance to budget, based on actual YTD results as of July 13, 2004. Bonus payout will be made within (30) thirty days of the Termination Date. (b) During the period commencing on the Termination Date and ending on the earlier of (i) the first anniversary of the Termination Date or (ii) the Employee’s commencement of full-time employment with a subsequent employer (the “Continuation Period”), the Company shall continue to pay the Employee his base salary at the rate in effect on the Termination Date, provided however that the amount of salary payments to be made to you shall be reduced dollar for dollar by any salary (including any deferred portion thereof) you receive or earn from any other employer during the Continuation Period. Such base salary will be paid in accordance with the Company’s normal payroll practice. The term “employer” shall include any person or entity from whom the Employee or Veritas Consulting Group, LLC receives more than $10,000 of income, during the Continuation Period. The Company shall also continue at its expense to provide the same group medical and dental coverage (except for coverage under the Company’s Executive Supplement Plan) that it then provides to similarly situated active employees of the Company during the Continuation Period. This Company-paid coverage is conditioned on neither the Employee, his spouse, nor his dependents electing COBRA continuation coverage (“continuation coverage” within the meaning of Section 602 of the Employee Retirement Income Security Act of 1974, as amended) under the Company’s Executive Supplement Plan, and if any of them waive such coverage, not revoking such waiver within the election period provided by the Company for electing coverage. The Employee shall promptly notify the Company upon his commencement of any subsequent employment. (c) The Company shall amend the Employee’s outstanding stock options to accelerate the exercisability of all non-vested options so that the Employee will have 88,800 stock options vested and exercisable as of the Termination Date. The Company will also extend the exercise period of such options to the end of business on the date (...

Payments and Benefits. In: (a) consideration for the covenants of the Executive and the release of claims by the Executive contained herein, and (b) full payment of all obligations of any nature or kind whatsoever owed or owing to the Executive by the Company and any of its Affiliates in relation to (x) the Executive’s employment by, or directorships of, the Company or any Affiliate and (y) the termination of the Executive's employment by or directorships of, the Company or any Affiliate, the Company shall pay, or provide benefits to, the Executive as follows: (a) the Company shall pay the Executive’s base salary, at the rate in effect on the date hereof, through the Retirement Date in accordance with its normal payroll practices. The Executive shall continue to participate in the Company’s welfare benefit and retirement plans through the Retirement Date; (b) provided the Executive executes this Agreement and on, or within ten working days following, December 31, 2017, further executes the general release of claims attached hereto as Exhibit A the Company agrees: (i) that the Executive shall be eligible to receive an annual bonus (the “2017 Annual Bonus”) for the calendar year 2017 in an amount which shall be determined by the Chief Executive Officer of the Company and the Management Development and Compensation Committee of the Board of Directors of XL Group Ltd (the “MDCC”) in their discretion as applied to executives who are currently of a similar level within the Company. The Executive shall have a target bonus award amount of $1,500,000. Any such 2017 Annual Bonus shall be paid to the Executive no later than March 15, 2018; (ii) that the stock options granted to the Executive on or before December 31, 2016 under the Company’s 1991 Performance Incentive Program (the “1991 Plan”) (a complete list of which is included in Exhibit B) will continue to vest (to the extent not already vested) on their normal vesting dates and will be exercisable in full until the final expiration of the term in respect of such stock options, as a result of the Executive’s cessation of employment on the Retirement Date being treated as “retirement” under the rules of the 1991 Plan and the applicable award agreements. Executive agrees that any award of options granted on 28 February 2017 shall be forfeited on the Retirement Date; (iii) a portion of the Executive’s Performance Units (a complete list of which is included in Exhibit B) granted as of 28 February 2015 (the “2015 Award”) and as of 28 Febru...

Payments and Benefits. If the Executive’s Termination Date occurs as the result of a Covered Termination, the Executive shall be entitled to the following payments and benefits: (a) The Executive will be entitled to a payment equal to two times the Executive’s annual base salary in effect immediately prior to the Change in Control (without regard to any reduction thereof in contemplation of the Change in Control). (b) The Executive will be entitled to a payment equal to two times the Executive’s target bonus, at his target bonus rate in effect immediately prior to the Change in Control (without regard to any reduction thereof in contemplation of the Change in Control). (c) For the two year period following the Termination Date, the Executive shall be entitled to receive continuing group medical coverage for himself and his dependents (on a non-taxable basis, including if necessary, payment of any gross-up payments necessary to result in net non-taxable benefits), which coverage is not materially less favorable to the Executive than the group medical coverage which was provided to the Executive by the Company or its affiliates immediately prior to the Change in Control. To the extent applicable and to the extent permitted by law, any continuing coverage provided to the Executive and/or his dependents pursuant to this subparagraph (c) shall be considered part of, and not in addition to, any coverage required under COBRA. (d) The Executive will be provided with professional outplacement services for a period of not more than 12 months following the Termination Date, at a level customary for an executive, to be provided by a firm mutually acceptable to the Company and the Executive. Subject to the terms and conditions of this Agreement, payments pursuant to subparagraphs (a) and (b) next above shall be made in substantially equal monthly installments beginning within five days following the Termination Date. To the extent that the Company is required to make any gross-up payments to the Executive in order to provide the benefits described in subparagraph (c) on a non-taxable basis, such payments shall be made in the month that the Executive otherwise has taxable income as a result of such benefits, but in no event later than the end of the year in which the Executive pays the related taxes.

Payments and Benefits. Upon the effectiveness of the terms set forth herein, the Company shall provide Executive with the benefits set forth in Sections 5(a)(ii), (iii), (iv) (if applicable), (v) (if applicable) and (vi) of the Employment Agreement between Executive and the Company dated as of [●], 2017 (the “Employment Agreement”), upon the terms, and subject to the conditions, of the Employment Agreement.