Severance Agreements. (a) In the event of the termination of employment of the Executive by Horizon for any reason whatsoever other than for Cause at any time from and after the date of this Agreement or in the event of termination of employment of the Executive by the Executive with Good Reason (as defined in Section 3 hereof) at any time within the twelve (12) month period after the occurrence of a Change of Control:
(i) Executive shall be entitled to severance pay in an amount equal to the Executive’s annual base salary then in effect on the date of termination of employment plus fifty percent (50%) of the maximum total dollar amount of the annual bonus potential for all kinds of bonuses (including, without limitation, any annual cash bonus and deferred incentive bonus) that the Executive was eligible to receive with respect to the fiscal year in which such termination of employment occurs and considering any deferred portion of such bonuses fully vested. Such severance amount shall be payable in a lump sum payment within ten (10) days after the date on which such termination of employment occurs.
(ii) In the event such termination occurs after a Change of Control, all stock options or other equity deferred awards granted by Horizon to the Executive, all contributions made by Horizon for the account of the Executive to any pension, thrift or any other benefit plan, and all other benefits or bonuses (including cash bonuses) which contain vesting or exercisability provisions conditioned upon or subject to the continued employment of the Executive, shall become fully vested immediately prior to such termination; provided, however, that, if any such amount, benefit, or payment cannot become fully vested pursuant to such plan or arrangement on account of limitations imposed by law, the Executive shall be entitled, to the extent permitted by law, to receive from Horizon an amount in cash payable within 30 days of the date of termination equal to the total amount of benefits or payments which the Executive will have to forfeit pursuant to such plan or arrangement on account of such termination of employment. In addition, with respect to any stock options, in such event the Executive shall have thirty (30) days after such termination to exercise such stock options. The provisions of this Section 1(a)(ii) shall govern and control over then provisions of any agreement or plan evidencing such stock options or other equity deferred awards to the contrary.
(iii) For a period of one (1) y...
Severance Agreements. In the event any Newco Group Employee is eligible for severance benefits on account of a termination of employment on or after the Effective Time, Newco shall require such employee, as a condition of receiving severance benefits, to agree in writing to a release of existing claims and confidentiality and non-solicitation provisions in favor of Newco, Vornado, and JBG, in a form substantially the same as Schedule 7.2(b); provided that for a Newco Group Employee who is subject to an individual employment or severance agreement or arrangement, the release of claims shall be as set forth in such individual employment or severance agreement or arrangement.
Severance Agreements. Any discussions that could lead to a severance agreement between the College and a contracted faculty member where the severance agreement creates an exception to, or requires a waiver of the LCCEA Agreement, shall only occur in the presence of an Association representative, and said severance agreements shall be agreed upon by the employee, the College and the Association. All written severance agreements must be reviewed by the Association for consistency with the contract prior to College approval.
Severance Agreements. The Borrowers shall not enter into any severance agreement (a “Severance Agreement”) with, or similar arrangement providing for the payment of money or other consideration (a “Severance Payment”) to, any current or former employee in connection with the termination (under any circumstances) of such employee’s employment with a Borrower without the Agents’ prior written consent, which shall not be unreasonably withheld or delayed, provided that a Borrower may enter into a Severance and Release Agreement (a “Release”) which is contemplated by and executed in connection with a Severance Agreement existing on the date hereof, so long as such Release does not expand the rights of any employee under the related Severance Agreement. The Borrowers will promptly deliver to the Agents copies of all Releases reasonably requested by the Agents or CBW and will not make any Severance Payments or enter into any Release without first providing 5 Business Days’ prior written notice to the Agents. The Borrowers will not make any discretionary non-contractual Severance Payments without the Agents’ prior written consent.
Severance Agreements. Parent has reviewed and is familiar with -------------------- the terms and provisions of the severance plan described on Schedule 5.5(b). Parent acknowledges that the transactions contemplated by this Agreement will constitute a "transaction change" for purposes of such severance plan and that, in consequence, the severance provisions there set forth will be applicable following the consummation of the Offer.
Severance Agreements. In the event Owner desires to sell or otherwise transfer at least one (1), but less than all, of the Golf Courses (in whole but not in part) to a third party or to an affiliate of Owner, then the Parties shall enter into a Severance Agreement with respect to such Golf Course, in accordance with the following provisions:
(a) Owner shall give User not less than fifteen (15) days’ advance written notice of a Severance Agreement, and User shall thereafter, within said fifteen (15)-day period (or such longer period of time as Owner may require; it being understood that Owner may delay or cancel a Severance Agreement in the event that the underlying sale or transfer of a Golf Course is delayed or cancelled for any reason), execute, acknowledge and deliver a Severance Agreement to the new owner of the applicable Golf Course for the remaining Term and on substantially the same terms and conditions as this Agreement (except for appropriate adjustments (including to Exhibits and Schedules), including such adjustments as are described in this Article XVI), and in any case no less favorable to User than the terms and conditions of this Agreement.
(b) In the event a Severance Agreement is entered into, Owner may, before the Severance Agreement is executed, elect, in its sole discretion, for the Membership Fee that was in effect under this Agreement immediately prior to the effective date of such Severance Agreement to remain in full force and effect under this Agreement (a “Membership Fee Retainage Election”). If Owner timely makes a Membership Fee Retainage Election (which election may be included in the notice provided pursuant to Section 16.2(a) above), then the Severance Agreement shall provide that no amount is payable under such Severance Agreement in respect of any Membership Fee and the Membership Fee payable under this Agreement shall not be reduced. If Owner does not timely make a Membership Fee Retainage Election, then (i) the Membership Fee payable under the Severance Agreement at the time of the commencement of such Severance Agreement shall be equal to the amount of the Membership Fee Reduction Amount for the applicable Golf Course to be subject to such Severance Agreement, and (ii) correspondingly, upon the effective date of the Severance Agreement, the Membership Fee payable hereunder shall be reduced by such Membership Fee Reduction Amount.
(c) The CES Use Fee payable under the Severance Agreement at the time of the commencement of such Severance Agree...
Severance Agreements. No Shareholder is a party -------------------- to any severance or similar arrangement in respect of any of the Personnel.
Severance Agreements. Parent shall have entered into a Severance Agreement with each of Xxxx X. Xxxxxxxxx, Xxxx Xxxxxxx, Xxxxxx Xxxxx, and Xxxxxxx Xxxxxxxx, and each such Severance Agreement shall be in full force and effect.
Severance Agreements. 35 (n) OPTION CANCELLATION AGREEMENTS............................36 PAGE
Severance Agreements. CRA shall, prior to or on the Closing Date, amend the Severance Pay Plan, or enter into appropriate agreements, to provide that any Person who has entered into an Executive Severance Agreement shall be excluded from, and shall not be entitled to, without limitation, any payments or benefits under the Severance Pay Plan.
