Post-Termination Payments. In the event of the termination of this Agreement and Employee’s employment by the Company without cause, the Employee will be entitled to the following additional payments and benefits, provided that (A) the Employee continues to perform Employee’s duties in good faith during the Notice Period, or during that portion of the Notice Period that the Company elects to have Employee work, and (B) the Employee agrees to and executes a comprehensive General Release and Settlement of All Claims, in form satisfactory to the Company, releasing the Company and all of its related entities, subsidiaries and affiliates, as well as the current and former directors, officers, agents, employees, successors and assigns of each, to the fullest extent permitted by law, from any and all statutory, common law or other claims of whatever nature, arising out of Employee’s employment or the termination thereof:
(i) The Company will pay to Employee an amount, as severance pay, equal to Employee’s base monthly salary, as adjusted from time to time, following the Employee’s termination date for a period of six (6) months (the “Payment Period”) thereafter. All payments made during the Payment Period shall be made in accordance with the Company’s normal payroll practices and will be subject to all applicable payroll taxes and legally required deductions.
(ii) In the event that Employee elects to continue the Company’s group health coverage pursuant to COBRA, and provides satisfactory proof to Company of his election of COBRA continuation coverage (for himself and one or more eligible members of Employee’s family) and proof of payment of the applicable COBRA premium, the Company shall reimburse him for a portion of the COBRA premium, for months of coverage during the Payment Period, equal to the Employee’s share of the cost of such group health coverage that he would be required to pay if an active employee. Such reimbursement shall be reported as taxable income to Employee unless the Company determines, in its sole discretion, that such reimbursement conforms to applicable nondiscrimination requirements to be provided on a nontaxable basis for federal income tax purposes.
Post-Termination Payments. Executive agrees to promptly repay to the Company all payments made pursuant to any of Section 5.2, Section 5.3, Section 5.4 or Section 5.5 if there has been a final and non-appealable judgment entered by a court of competent jurisdiction that found willful misconduct by Executive in the performance of his duties prior to the termination of his employment hereunder.
Post-Termination Payments. Notwithstanding any provision herein to the contrary, all payment obligations hereof shall survive the happening of any termination of this Agreement until all amounts due hereunder have been paid.
Post-Termination Payments. (a) If Employee is terminated by Company pursuant to Paragraph 10 hereof, Company shall pay to Employee a monthly severance payment in an amount equal to Employee's monthly salary at the time of termination for six (6) months.
(b) Employee shall make reasonable efforts to obtain replacement income (through employment and other sources) during the period in which Employee receives post-termination payments from Company.
(c) Company's obligation to make post-termination payments pursuant to Paragraph 6(a) shall be offset by any compensation earned by Employee, as an employee, consultant, independent contractor or otherwise, during the period in which Employee receives such post-termination payments.
(d) Company's obligations under Paragraph 6(a) shall cease in the event Employee fails to make reasonable efforts to obtain replacement income or in the event Employee breaches any of the restrictions or obligations set forth in Paragraphs 12 and 13 of this Agreement.
Post-Termination Payments. In the event the County fails to deliver possession of the Corporation Facilities or any part thereof at the time required under Section 2.4 hereof, the County shall be liable for the payment of Acquisition Payments, including Additional Payments, for successive six month periods commencing on the Payment Date following the last due date of Base Payments hereunder until the County delivers possession of the Corporation Facilities to the Corporation.
Post-Termination Payments. Upon termination pursuant to Sections 7, 8 and 9 of this Agreement, the Corporation shall pay Employee or his estate any base salary earned and unpaid to the date of termination, and any outstanding funds advanced by the Corporation to or on behalf of Employee shall become immediately due and payable. In the event that any funds are due from Employee to the Corporation, the Corporation shall, upon termination of Employee's employment, have a right to reduce any payment due to Employee by the sums owed to the Corporation. In addition, if termination is pursuant to Sections 8 or 9 of this Agreement, then within ninety (90) days after the end of the Corporation's fiscal year during which Employee's death or commencement of disability occurred, the Corporation shall pay Employee or his estate a portion of the annual incentive compensation, if any has been earned, as prorated by the Corporation's President, which proration shall be final and conclusive.
Post-Termination Payments. (a) In the event of termination of Executive’s employment for any or no reason or with or without Cause, by either Company or Executive, or if Executive’s employment ends due to the death or disability of Executive, Executive shall be paid unpaid wages, and unused vacation earned through the termination date.
(b) Provided that Executive’s employment does not end due to Executive’s death or disability, if Company terminates Executive’s employment without Cause as defined in this Agreement, or Executive terminates employment with Good Reason as defined in this Agreement, subject to the conditions set forth below, in addition to the amounts described in Sections II(A)(2)(a), Executive shall be provided with the following as the sole remedy for such termination, subject to withholding:
(i) separation payments equal to twelve (12) months of base monthly salary in effect for Executive on the termination date to be paid on the Company’s customary payroll schedule beginning after the revocation period has lapsed for the release requirement in Section II(A)(2)(c), with the actual period of receipt of such payments being referred to as the “Severance Period”; and
(ii) accelerated vesting in any previously awarded stock options, restricted stock and other equity awards as if Executive had worked for Company for twelve (12) months after Executive’s termination date, provided that any options or other equity awards that are not exercised within the time periods for exercise set forth in the applicable plan, sub-plan or grant agreement, shall expire in accordance with the terms of such plan, sub-plan or grant agreement, as this accelerated vesting will not extend or otherwise delay the time period for exercising an option or other equity award.
(c) As a condition precedent to being entitled to receive the benefits set forth in Section II(A)(2)(b), within twenty-one (21) days of Executive’s termination, Executive must (i) sign and deliver and thereafter not revoke a release in the form of Exhibit B to this Agreement in accordance with its terms or a form otherwise acceptable to Company; (ii) be and remain in full compliance with all provisions of Section III and IV of this Agreement; and (iii) be and remain in full compliance with Company’s Non-Competition Agreement and any other covenants with Company entered into by Executive. Company shall have no obligation to make any payments or provide any benefits to the Executive hereunder unless and until the effective date of ...
Post-Termination Payments. If the Company terminates the Agent's engagement hereunder prior to the end of the one hundred and twenty (120) day term of Section 1(g)(i) above, the Company agrees to pay to the Agent the full Commission defined above as measured against any public or private sales of securities by the Company which sales occur within one hundred and twenty (120) days after such termination to any investors who were introduced to the Company by the Agent during such engagement, or contacted by the Agent during such engagement and disclosed to the Company in writing. All payment obligations of the Company to the Agent set forth in this Section 1 shall survive the delivery of and payment for the Securities sold hereunder and any termination of the Agent's engagement, this Agreement or the escrow agreement described above.
Post-Termination Payments. Upon the termination of this Agreement, PPD shall continue to pay the Corporation, in the manner described in subsection a. of this Section 4, the Transfer Price for Designated Products and Designated Services sold or licensed during the term of this Agreement.
Post-Termination Payments. (a) If Employee is terminated by Company pursuant to Paragraph 10 hereof, Company shall pay to Employee a monthly severance payment in an amount equal to Employee’s monthly salary at the time of termination for either (i) six (6) months if Employee has less than ten (10) years of uninterrupted service with Company as of the effective date of employment termination or (ii) nine (9) months if Employee has ten (10) years or more of uninterrupted service with Company as of the effective date of employment termination, provided Employee executes at the time of termination of employment a General Release satisfactory to Company of any and all claims which Employee may have arising out of or relating to Employee’s employment with and/or termination of employment with Company.
(b) Employee shall make reasonable efforts to obtain replacement income (through employment and other sources) during the period in which Employee receives post-termination payments from Company.
(c) Company’s obligation to make post-termination payments pursuant to Paragraph 6(a) shall be offset by any compensation earned by Employee, as an employee, consultant, independent contractor or otherwise, during the period in which Employee receives such post-termination payments.
(d) Company’s obligations under Paragraph 6(a) shall cease in the event Employee fails to make reasonable efforts to obtain replacement income or in the event Employee breaches any of the restrictions or obligations set forth in Paragraphs 12 and 13 of this Agreement.
