Retirement of Executive Sample Clauses

Retirement of Executive. If the Employment Term extends beyond the third anniversary of the Effective Date, then, after the third anniversary of the Effective Date, in the event the Executive is fifty‑five (55) years or older and the Executive’s employment is terminated by the Executive during the Employment Term under Section 5.1 or by either party under Section 5.2 of this Agreement, the Executive will be (a) eligible for continued post‑retirement vesting of the unvested awards granted to the Executive under the Company’s equity compensation plans which remain outstanding and unvested at the Termination Date after the application of applicable provisions of this Agreement, and (b) eligible for accelerated vesting of unvested matching contributions under the 401(k) Make‑Up Plan. The vesting under clauses (a) and (b) of this Section 5.5 will be in accordance with the retirement matrix (the “Retirement Matrix”) attached to this Agreement. The right to accelerated or continued vesting is subject to satisfaction of the Release Requirements and the Executive’s obligations to comply with all post‑employment obligations under this Agreement.
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Retirement of Executive. Any options held by Executive will become fully vested at the time that Executive terminates employment due to his retirement. Retirement is defined as the voluntary termination of employment by the Executive as a result of the Executive having reached the retirement age as established by the Corporation or age 65, whichever occurs first or, subsequent to thereto, voluntarily terminates his employment.
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Retirement of Executive. Following Age 65 ---------------------------------------- 1.01 The Corporation agrees that the Executive may retire from the active and daily service of the Corporation on the day which is one day prior to the first day of the month in which the Executive has his sixty-fifth (65th) birthday. It is understood and agreed that with the consent of the directors of the Corporation, the Executive may remain in the active and full-time employment of the Corporation after his sixty-fifth (65th) birthday, and that the word "retirement" as used in this agreement shall refer to the actual. retirement of the Executive, and that no benefit shall be paid the Executive under this agreement until his actual retirement from regular full-time employment in the Corporation, unless the Executive and the Corporation shall otherwise mutually agree in writing. 1.02 The Corporation agrees that commencing on the first payment date (as defined in Section 5.02) after the date of the Executive's retirement, and on each payment date thereafter for the term of this agreement, it will make monthly retirement payments in the amount provided in Article V hereof. The Corporation agrees to continue to make such monthly payments to the Executive during his life for ten (10) years and until the Executive shall have received one hundred and twenty (120) monthly payments; subject, however, to the conditions and limitations provided for and set forth hereinbelow.
Sample 1
Retirement of Executive. (a) Executive hereby resigns his employment with the Corporation, his position as an officer and director of the Corporation and any and all positions he holds with the Corporation, its subsidiary companies, or any of its other affiliates, effective as of the Retirement Date. From and after the Retirement Date, Executive shall not make any statements or engage in conduct which would lead any person or entity to believe that he is an employee, officer, director, consultant (except as set forth in Section 11 hereof), agent or other authorized representative of the Corporation or any of its subsidiaries. (b) The Corporation acknowledges and agrees that the resignation of Executive constitutes the termination of employment of an employee being voluntarily terminated with the consent of the Corporation for purposes of the Corporation’s 1995 Long- Term Incentive Compensation Plan (as amended through January 24, 2002) and that, accordingly, all options to acquire stock of the Corporation held by Executive are vested as of the Retirement Date shall remain exercisable by Executive for a period of not less than one year after the Retirement Date.
Sample 1
Retirement of Executive. Effective upon the date of the appointment of his successor as Chief Financial Officer of the Company (or on such other date as to which the Company and Executive shall mutually agree, but at Executive's option not later than October 31, 2000), Executive shall retire from the Company and also shall, as of such date, resign all offices held by him in the Company or in any
Sample 1
Retirement of Executive. If the employment of the Executive ------------------------- terminates by reason of retirement entitling the Executive to benefits under the provisions of any retirement plan of the Company or a subsidiary in which the Executive participates (or, if no such plans exist, at or after age sixty-five (65)), the Award may be exercised by the Executive (to the extent that he was entitled to do so at the time of his retirement) at any time within ninety (90) days after the date on which his employment terminated, but not beyond the original Term of the Award.
Sample 1
Retirement of Executive 
Sample 1
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Related to Retirement of Executive

  • Employment of Executive Employer hereby agrees to employ Executive, and Executive hereby agrees to be and remain in the employ of Employer, upon the terms and conditions hereinafter set forth.

  • Compensation of Executive (a) The Corporation shall pay the Executive as compensation for his services hereunder, in equal semi-monthly or bi-weekly installments during the Term, the sum of $350,000 per annum (as in effect from time to time, the “Base Salary”), less such deductions as shall be required to be withheld by applicable law and regulations. The Corporation shall review the Base Salary on an annual basis and has the right but not the obligation to increase it, but has no right to decrease the Base Salary. (b) In addition to the Base Salary set forth in Section 4(a) above, the Executive shall be entitled to receive an annual cash bonus (“Annual Bonus”) in an amount up to $100,000 if the Corporation meets or exceeds criteria adopted by the Compensation Committee of the Board (the “Compensation Committee”) for earning Bonuses, which criteria shall be adopted by the Compensation Committee annually after consultation with the Executive and which criteria must be reasonably likely to be attainable. Annual Bonuses shall be paid by the Corporation to the Executive promptly after the year end, it being understood that the Compensation Committee’s determinations concerning attainment of any financial targets associated with any bonus determination shall not be determined until following the completion of the Corporation’s annual audit, if any, but in no event later than April 15th of the year following the year for which it is being paid (and if the Executive was employed as of last day of the calendar year to which such Annual Bonus relates, then the Executive shall be entitled to the Annual Bonus for such year, even if he is not employed by the Corporation on the date the Annual Bonus is paid for such last year). The Compensation Committee may provide for lesser or greater percentage Annual Bonus payments for Executive upon achievement of partial or additional criteria established or determined by the Compensation Committee from time to time. For the avoidance of doubt, if Executive is employed upon expiration of the term of this Agreement, he shall be entitled to the Annual Bonus for such last year on a pro-rata basis through the last date of employment, even if he is not employed by the Corporation on the date the Annual Bonus is paid for such last year. In his sole discretion, the Executive may elect to receive such annual bonus in common stock of the Corporation at the basis determined by the Compensation Committee in good faith. (c) The Corporation shall pay or reimburse the Executive for all reasonable out-of-pocket expenses actually incurred or paid by the Executive in the course of his employment, consistent with the Corporation’s policy for reimbursement of expenses from time to time. (d) The Executive shall be entitled to participate in such pension, profit sharing, group insurance, hospitalization, and group health and benefit plans and all other benefits and plans, including perquisites, if any, as the Corporation provides to its senior executives, including group family health insurance coverage, which shall be paid by the Corporation (the “Benefit Plans”). If at any time during the Term, the Corporation does not provide its senior executives with health insurance (including hospitalization) under a Benefit Plan, Executive shall be entitled to secure such health insurance for himself and his immediate family (i.e., spouse and natural born children) and the Corporation shall reimburse Executive for the cost of such insurance promptly after payment by the Executive for such insurance. For the avoidance of doubt, Executive shall be entitled to secure health insurance from high quality companies such as Blue Cross/Blue Shield, United, or Emblem, and the ability to select a no or low deductible plan. If Executive secures such health insurance, such health insurance shall be deemed to be a Benefit Plan hereunder. (e) The Corporation shall execute and deliver in favor of the Executive an indemnification agreement on the same terms and conditions entered into with the other officers and directors of the Corporation. Such agreement shall provide for the indemnification of the Executive for the term of his employment and for a period of at least six (6) years thereafter. The Corporation shall maintain directors’ and officers’ insurance during the Term and for a period of at least six (6) years thereafter. (f) The Corporation shall also maintain (or hire, if applicable) a New York City based executive assistant to assist the Executive with his duties.

  • Employment of Employee (a) Except as provided in Sections 2(b), 2(c) and 2(d), nothing in this Agreement shall affect any right which Employee may otherwise have to terminate Employee's employment, nor shall anything in this Agreement affect any right which the Company may have to terminate Employee's employment at any time in any lawful manner. (b) In the event of a Potential Change in Control, to be entitled to receive the benefits provided by this Agreement, Employee will not voluntarily leave the employ of the Company, and will continue to perform Employee's regular duties and the services specified in the recitals of this Agreement until the Change in Control Date. Should Employee voluntarily terminate employment prior to the Change in Control Date, this Agreement shall lapse upon such termination and be of no further force or effect. (c) If Employee's employment terminates on or after the Change in Control Date, the Company will provide to Employee the payments and benefits as provided in Sections 3 and 4. (d) If Employee's employment is terminated by the Company prior to the Change in Control Date but on or after a Potential Change in Control Date, then the Company will provide to Employee the payments and benefits as provided in Sections 3 and 4 unless the Company reasonably demonstrates that Employee's termination of employment neither (i) was at the request of a third party who has taken steps reasonably calculated to effect a Change in Control nor (ii) arose in connection with or in anticipation of a Change in Control. Solely for purposes of determining the timing of payments and the provision of benefits in Sections 3 and 4 under the circumstances described in this Section 2(d), Employee's date of termination shall be deemed to be the Change in Control Date.

  • Statement of Employment An employer shall, in the event of termination of employment, provide upon request to the employee who has been terminated a written statement specifying the period of employment and the classification or type of work performed by the employee.

  • Death or Disability of Executive Executive's employment -------------------------------- hereunder shall terminate immediately upon the death or Disability of Executive.

  • Benefits Upon Termination of Employment If the Executive is entitled to benefits pursuant to this Section 2, the Company agrees to pay or provide to the Executive as severance payment, the following: (i) A single lump sum payment, payable in cash within five days of the Termination Date (or if later, the Change of Control Date), equal to the sum of: (A) the accrued portion of any of the Executive's unpaid base salary and vacation through the Termination Date and any unpaid portion of the Executive's bonus for the prior fiscal year; plus (B) a portion of the Executive's bonus for the fiscal year in progress, prorated based upon the number of days elapsed since the commencement of the fiscal year and calculated assuming that 100% of the target under the bonus plan is achieved; plus (C) an amount equal to the Executive's Base Compensation times the Compensation Multiplier. (ii) Continuation, on the same basis as if the Executive continued to be employed by the Company, of Benefits for the Benefit Period commencing on the Termination Date. The Company's obligation hereunder with respect to the foregoing Benefits shall be limited to the extent that the Executive obtains any such benefits pursuant to a subsequent employer's benefit plans, in which case the Company may reduce the coverage of any Benefits it is required to provide the Executive hereunder as long as the aggregate coverages and benefits of the combined benefit plans is no less favorable to the Executive than the Benefits required to be provided hereunder. (iii) Outplacement services to be provided by an outplacement organization of national repute, which shall include the provision of office space and equipment (including telephone and personal computer) but in no event shall the Company be required to provide such services for a value exceeding 17% of the Executive's Base Compensation. (iv) Accelerated vesting of all outstanding stock options and of all previously granted restricted stock awards. (v) Target amounts that would have accrued under the MagneTek Shareholder Return Plan had the applicable period for each such target elapsed, calculated and paid, PRO RATA, for the actual period elapsed.

  • Disability of Executive The Company may terminate this Agreement without liability if Executive shall be permanently prevented from properly performing his essential duties hereunder with reasonable accommodation by reason of illness or other physical or mental incapacity for a period of more than one hundred twenty 120 consecutive days. Upon such termination, Executive shall be entitled to all accrued but unpaid Base Salary and vacation.

  • Severance Compensation upon Termination of Employment 4.1 If the Executive’s employment with the Corporation or the Partnership shall be terminated (a) by the Corporation or Partnership other than for Cause or pursuant to Sections 3.6 or 3.7, or (b) by the Executive for Good Reason, then the Corporation and the Partnership shall: (i) pay to the Executive as severance pay, within five days after termination, a lump sum payment equal to 250% of the sum of the Executive’s annual salary at the rate applicable on the date of termination and the average of the Executive’s annual bonus for the preceding two full fiscal years; (ii) arrange to provide Executive, for a 12 month period (or such shorter period as Executive may elect), with disability, accident and health insurance substantially similar to those insurance benefits which Executive is receiving immediately prior to the date of termination to the extent obtainable upon reasonable terms; provided, however, if it is not so obtainable the Corporation shall pay to the Executive in cash the annual amount paid by the Corporation or the Partnership for such benefits during the previous year of the Executive’s employment. Benefits otherwise receivable by Executive pursuant to this Section 4.1(ii) shall be reduced to the extent comparable benefits are actually received by the Executive during such 12 month period following his termination (or such shorter period elected by the Executive), and any such benefits actually received by Executive shall be reported by the Executive to the Corporation; and (iii) any options granted to Executive to acquire common stock of the Corporation, any restricted shares of common stock of the Corporation issued to the Executive and any other awards granted to the Executive under any employee benefit plan that have not vested shall immediately vest on said termination. (a) The Executive shall not be required to mitigate damages or the amount of any payment provided for under this Agreement by seeking other employment or otherwise, nor, except to the extent provided in Section 4.1 above, shall the amount of any payment provided for under this Agreement be reduced by any compensation earned by the Executive as a result of employment by another employer or by insurance benefits after the date of termination, or otherwise. (b) The provisions of this Agreement, and any payment provided for hereunder, shall not reduce any amounts otherwise payable, or in any way diminish the Executive’s existing rights, or rights which would accrue solely as a result of the passage of time, under any benefit plan of the Corporation or Partnership, or other contract, plan or arrangement.

  • Termination of Employment Agreement As of the Effective Date, the Employment Agreement hereby is terminated in its entirety and shall no longer have any force or effect.

  • Location of Employment The Executive's principal place of business shall continue to be at the Company's headquarters to be located within thirty (30) miles of Doylestown, Pennsylvania; provided, that the Executive acknowledges and agrees that the performance by the Executive of his duties shall require frequent travel including, without limitation, overseas travel from time to time.

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