Payments as Severance Sample Clauses

Payments as Severance. In the event that the Employee’s employment with Company terminates (a) pursuant to Sections 3.02 or 3.03(A), or (b) because the Company gives notice that there will be no automatic renewal of this Agreement pursuant to Section 1.03 hereof, in each case for reasons other than for Cause, the Company, as and for severance, shall pay to Employee twelve (12) months of Employee’s then Base Salary (the “Severance Payment”). Under no circumstance shall the Severance include any Incentive Bonus, earned or unearned perquisite or other employee benefit. If Employee’s employment with the Company is terminated (or not renewed) for Cause, as defined above, the Company shall have no obligation to Employee for payment of Severance Payment. As a condition of Employee receiving the Severance Payment set forth above, Employee agrees that he will not directly or indirectly, verbally, or in writing, disparage, defame, malign or otherwise impugn the character or integrity of the Company, its employees, officers or directors. Furthermore, Employee acknowledges and agrees that upon reasonable request of Company, Employee shall reasonably cooperate with Company with respect to information and knowledge regarding the Company which is uniquely in the control and knowledge of Employee. The Severance Payment shall be paid in equal monthly installments over the 12 months following the termination date. The Company shall withhold all applicable income and employment taxes from the Severance Payment.
Sample 1
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Payments as Severance. In the event that the (a) Employee’s employment with Company terminates pursuant to Section 3.02 or 3.03(A) for reasons other than for Cause, or (b) the Company gives notice that there will be no automatic renewal of this Agreement pursuant to Section 1.03 hereof, the Company, as and for severance, shall pay to Employee one year of Employee’s then Base Salary (the “Severance Payment”). Under no circumstance shall the Severance include any Incentive Bonus, earned or unearned perquisite or other employee benefit. If Employee’s employment with the Company is terminated for Cause, as defined above, the Company shall have no obligation to Employee for payment of Severance Payment. As a condition of Employee receiving the Severance Payment set forth above, Employee agrees that he will not directly or indirectly, verbally, or in writing, disparage, defame, malign or otherwise impugn the character or integrity of the Company, its employees, officers or directors. Furthermore, Employee acknowledges and agrees that upon reasonable request of Company, Employee shall reasonably cooperate with Company with respect to information and knowledge regarding the Company which is uniquely in the control and knowledge of Employee. The Severance Payment shall be in equal monthly installments over the 12 months following the termination date. The Company shall withhold all applicable income and employment taxes from the Severance Payment.
Sample 1

Related to Payments as Severance

  • Compensation Other Than Severance Payments 5.1 Following a Change in Control and during the Term, during any period that the Executive fails to perform the Executive's full-time duties with the Company as a result of incapacity due to physical or mental illness, the Company shall pay the Executive's full salary to the Executive at the rate in effect at the commencement of any such period, together with all compensation and benefits payable to the Executive under the terms of any compensation or benefit plan, program or arrangement maintained by the Company during such period (other than any disability plan), until the Executive's employment is terminated by the Company for Disability.

  • Lump Sum Severance Payment Payment of a lump sum amount equal to twelve (12) months of Executive’s then-current Base Salary plus the Pro Rated Bonus, less all customary and required taxes and employment-related deductions, paid on the first payroll date following the date on which the Release required by Paragraph 4(g) becomes effective and non-revocable, but not after seventy (70) days following the effective date of termination from employment.

  • Limitation on Payments and Benefits Notwithstanding any provision of this Agreement to the contrary, if any amount or benefit to be paid or provided under this Agreement would be an “Excess Parachute Payment,” within the meaning of Section 280G of the Code, but for the application of this sentence, then the payments and benefits to be paid or provided under this Agreement shall be reduced to the minimum extent necessary (but in no event to less than zero) so that no portion of any such payment or benefit, as so reduced, constitutes an Excess Parachute Payment; provided, however, that the foregoing reduction shall be made only if and to the extent that such reduction would result in an increase in the aggregate payment and benefits to be provided, determined on an after-tax basis (taking into account the excise tax imposed pursuant to Section 4999 of the Code, any tax imposed by any comparable provision of state law, and any applicable federal, state and local income and employment taxes). Whether requested by the Executive or the Company, the determination of whether any reduction in such payments or benefits to be provided under this Agreement or otherwise is required pursuant to the preceding sentence shall be made at the expense of the Company by the Company’s independent accountant. The fact that the Executive’s right to payments or benefits may be reduced by reason of the limitations contained in this Section 9.3 shall not of itself limit or otherwise affect any other rights of the Executive other than pursuant to this Agreement. In the event that any payment or benefit intended to be provided under this Agreement or otherwise is required to be reduced pursuant to this Section 9.3, cash Severance Benefits payable hereunder shall be reduced first, then other cash payments that qualify as Excess Parachute Payments payable to the Executive, then non-cash benefits shall be reduced, as determined by the Company.

  • 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.

  • Payment of Severance Subject to subsections (h) and (i) below and Section 4, if the Eligible Employee incurs a Severance during the Change in Control Protection Period, the Company shall pay to him a lump sum cash payment, no later than 10 days after the Severance Date (or the date of the Change in Control, if later), equal to two and ninety-nine one-hundredths (2.99) times the Eligible Employee’s Final Pay.

  • Bonus Severance A single, lump sum payment equal to 100% of the Executive’s target annual bonus as in effect for the fiscal year in which the Qualifying CIC Termination occurs, less applicable withholdings.

  • 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:

  • Timing of Severance Payments Any severance payment to which Employee is entitled under Sections 3(a)(i)(1), 3(a)(i)(2) and 3(a)(i)(5) shall be paid by the Company to the Employee (or to the Employee's successors in interest pursuant to Section 7(b)) in cash and in full, not later than thirty (30) calendar days following the Termination Date, subject to any delay required under Section 9.

  • Severance Payments and Benefits For purposes of this Agreement, the term "Severance Payments and Benefits" shall mean:

  • Cash Severance Payment Provided that Executive complies with Section 5 below, Executive shall receive a lump sum cash payment in an amount equal to fifteen (15) months of Executive’s the effective base salary (less applicable withholding), paid within ten (10) business days of the effective date of the Termination Upon a Change of Control.

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