Severance and Benefits. 3.1 If, during the Term, the Executive’s employment with the Company is terminated within twenty-four (24) months following a Change in Control, the Executive shall be entitled to the following compensation and benefits:
(a) If the Executive’s employment with the Company is terminated (1) by the Company for Cause or Disability, (2) by reason of the Executive’s death, or (3) by the Executive other than for Good Reason, the Company shall pay the Executive all amounts earned or accrued through the Termination Date (as hereinafter defined) but not paid as of the Termination Date, including (i) base salary (at the rate then in effect), (ii) reimbursement for reasonable and necessary expenses incurred by the Executive on behalf of the Company during the period ending on the Termination Date, and (iii) vacation pay (collectively, “Accrued Compensation”). In addition to the foregoing, if the Executive’s employment is terminated by the Company for Disability or by reason of the Executive’s death, the Company shall pay to the Executive or his beneficiaries an amount equal to the Pro Rata Bonus (as hereinafter defined). The “Pro Rata Bonus” is an amount equal to the Bonus Amount (as hereinafter defined) multiplied by a fraction the numerator of which is the number of days in such fiscal year through the Termination Date and the denominator of which is 365. The term “Bonus Amount” shall mean the greater of the (x) Executive’s target bonus under the Xxxxxxxx Soup Company Annual Incentive Plan for the fiscal year in which the Termination Date occurs or (y) average of the annual bonuses paid or payable to the Executive during the two full fiscal years immediately prior to the Termination Date. Executive’s entitlement to any other compensation or benefits shall be determined in accordance with the Company’s employee benefit plans and other applicable programs and practices then in effect.
Severance and Benefits. A. Non-Change in Control - Termination by Cerner for other than an Ineligible Severance Event or Resignation following Constructive Termination. Subject to you satisfying your obligations under Paragraph 3.C. (Severance Agreement and Release), if, prior to a Change in Control or at any time after twelve (12) months following a Change in Control, (i) Cerner terminates your employment other than in connection with an Ineligible Severance Event or (ii) you resign from employment following a Constructive Termination, Cerner will within sixty (60) days (or later if required by Code Section 409A) of your termination of employment (unless such sixty (60) day period begins in one taxable year and ends in another taxable year, in which case the following payments will not be made until the beginning of the second taxable year):
1. Pay you your Accrued Amounts; and
2. Commence severance payments to you equal to the sum of (i) two (2) year's base salary, plus (ii) two (2) times the average annual cash bonus you received from Cerner during the three (3) years preceding the termination of your employment, less (iii) normal tax and payroll deductions. The severance payments contemplated by the immediately preceding clause (i) will be based on your annual base salary at the time of your termination; provided, however, that if you resign from employment following a Constructive Termination because of a material reduction in your total target compensation, such severance payments will be based on your annual base salary immediately prior to such reduction. Such severance pay will be payable pro rata during the twenty-four (24) month severance term on Cerner’s regular paydays; and
3. Commence payments to you having an aggregate value equal to twenty-four (24) times the difference between the monthly COBRA continuation premium cost to cover you and your dependents (to the extent covered under Cerner's health, vision and dental the plans on the date of your termination of employment) under Cerner's health, vision and dental plans in effect as of the date of your termination and the monthly amount you were paying for such coverage at the effective date of your termination. Such payments will be payable pro rata during the twenty-four (24) month severance term on Cerner’s regular paydays. Notwithstanding the foregoing, if Cerner making payments under this Paragraph 3.A.3 would violate the nondiscrimination rules applicable to non-grandfathered plans under the Affordable Care Ac...
Severance and Benefits. As of the expiration of the revocation period with respect to this Agreement provided for in Section 12 and the consequent effectiveness of the
Severance and Benefits. 5.1 If, on or before December 31, 1999, the Company successfully divests the Division and the Executive's employment with the Company shall be terminated by the purchasers for reasons other than Cause, Disability or Death within one year of the completion of the divestiture, then the Executive will be entitled to one year's base salary plus one year's taxable bonus (calculated as maximum normal bonus achievable in 1999), payable by the purchaser.
5.2 The Severance payments shall be reduced by 50% if, upon termination of his employment, the Executive does not accept within ten (10) days a written offer of employment by an affiliate of the Company, if such offer provides for a similar position of employment, base salary equal to or greater than 90% of Executive's salary at the time of termination, relocation costs, temporary living expenses, and guaranteed employment for eighteen (18) months unless employment is terminated for Cause, disability or as a result of Death.
5.3 In the event the Executive's employment is terminated by Death, his estate shall receive a pro rata share of any severance or benefits provided for under Sections 4 and 5 of this Agreement up to the date of the Executive's death.
Severance and Benefits. Subject to the conditions set forth herein, the Company and Executive agree to the following.
a.) Company shall pay Executive an amount equal to the previous twelve (12) months base salary (US$24,583 pcm to a total of US$295K), to paid in 9 equal monthly installments, commencing Aug 15th, 2012 and through April 15th, 2013, which shall be fully accelerated in the event the company completes a financing. At such time, the balance shall be paid in a lump sum on the closing date of such financing. Financing shall include the securing of a debt facility.
b.) All stock options (the “Stock Options”) granted and issued to Cxxxxxx pursuant to the Company’s incentive stock plans over time (together, the “Stock Option Plans”) together with all restricted stock units (the “RSUs”) and performance contingent restricted stock units (the “PCRSUs”) awarded and issued to Cxxxxxx pursuant to those certain Restricted Stock Unit Program (the “RSU Program”) and Performance Contingent Restricted Stock Unit Program (the “PCRSU Program”) shall continue to vest pursuant to the terms and conditions of the Stock Option Plans, the RSU Program and the PCRSU Program, as the case may be, irrespective of Cxxxxxx’x ongoing role in the Company or on the Board.
c.) The Company agrees that if Executive is made a party, is threatened to be made a party, to any action, suit or proceeding, whether civil, criminal, administrative, or investigative (a "Proceeding"), by reason of the fact that Executive is or was a director, officer, or employee of the Company, or is or was serving at the request of the Company as a director, officer, member, employee, or agent of another corporation, partnership, joint venture, trust, or other enterprise, including service with respect to employee benefit plans, whether or not the basis of such Proceeding is Executive' alleged action in an official capacity while serving as a director, officer, member, employee, or agent, Executive shall be indemnified and held harmless by the Company to the fullest extent legally permitted or authorized by the Company's Articles of Incorporation, Bylaws, or resolutions of the Board of the Company, or, if greater, by the laws of the State of New York, against all cost, expense, liability, and loss (including, without limitation, attorney's fees, judgments, fines or other liabilities or penalties and amounts paid or to be paid in settlement) reasonably incurred or suffered by Executive in connection therewith, and such indemnificat...
Severance and Benefits. Upon a Termination prior to, or more than two (2) years following, a Change in Control, the Company shall pay the Executive the amount set forth in Section 5(a)(i) and, subject to and conditioned upon the provisions of Section 24 and to the Executive’s delivering to the Company the Release provided for in Section 16 with all periods for revocation expired, the Company shall pay or provide to the Executive the amounts and benefits set forth in Section 5(a)(ii) through 5(a)(iii):
(i) a single lump sum cash payment within thirty (30) days following the expiration of such revocation period equal to the Executive’s then current Base Pay, to the extent unpaid, through the date of the Executive’s Termination, plus the pro-rated portion of the benefit payable under each Long-Term Performance-Based Compensation award or program in which Executive participates (including, without limitation, any performance-based restricted stock unit award); and
(ii) a single lump sum in cash within thirty (30) days following the expiration of such revocation period equal to the sum of (A) $75,000 plus (B)(I) two (2) times (II) the sum of (x) the Executive’s Base Pay plus (y) the Average Annual Incentive Compensation; provided, if such Termination occurs at any time on or prior to December 31, 2009 (other than a Termination occurring at the end of the Term ending on December 31, 2009 as a result of the Company delivering a notice of non-extension pursuant to Section 3), the amount set forth in clause (B)(I) shall be equal to three (3); and
(iii) for twenty-four (24) months following the Termination Date, the Company shall provide the Executive with life, accident and health insurance benefits substantially similar to those to which the Executive and the Executive’s family were entitled immediately prior to the Termination, and thereafter the Company shall provide retiree medical and life insurance coverage to the extent the Executive is eligible for such benefits under the terms of the applicable Plans in effect immediately prior to the Termination. Benefits otherwise receivable by the Executive pursuant to this Section 5(a)(iii) shall be reduced to the extent the Executive is eligible to receive comparable benefits from other employment, and any such benefits eligibility shall be reported to the Company.
Severance and Benefits. Company will pay to Employee as severance his/her monthly salary for 6 months for a total salary severance amount of $125,000.00 less deductions and withholding. Company will also pay Employee's COBRA premiums for health insurance benefit continuation through March, 2003. Except as set forth herein, all other benefits shall cease on the Ending Date. Employee shall have the right to self-pay health insurance benefits under COBRA after March, 2003.
Severance and Benefits. In consideration for the release of claims set forth below and other obligations under this Agreement and provided that this Agreement is signed by Tidmarsh and not revoked under Section 13 below, and further provided that Tidmarsh remains in full compliance with his obligations to the Company under this Agreement and the Proprietary Information and Inventions Assignment Agreement described in Section 9 below, the Company agrees to provide the following separation benefits to Tidmarsh:
6.1 The Company shall pay as severance to Tidmarsh his regular base salary until December 31, 2005 at the rate in effect as of his termination date, provided that at the Company’s discretion, this severance payment may be made in a lump sum payment following the effective date of Tidmarsh’s termination. Each severance payment shall be reduced by applicable tax withholding and shall be paid in accordance with the Company’s regular payroll schedule and practices. The first severance payment shall be made on the first regular payroll date following the effective date of Tidmarsh’s termination;
6.2 Tidmarsh shall continue to receive the Company’s standard medical and dental insurance benefits through August 31, 2005. After such date, Tidmarsh shall have the right to continue coverage for himself and his dependents under the Company’s medical insurance program as provided by the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”). The Company shall provide all necessary COBRA documentation to Tidmarsh in a timely manner following the effective date of his termination. The Company will reimburse Tidmarsh for such continuation of coverage under COBRA, provided that Tidmarsh timely and accurately elects the coverage, until December 31, 2005.
6.3 Effective January 1, 2006, Tidmarsh will be eligible for cash compensation as a non-employee director of the Company, so long as he continues to serve as a member of the Board of Directors, pro rated for any partial periods of service as a non-employee director.
6.4 The Company shall not provide workers’ compensation, disability insurance, Social Security or unemployment compensation coverage nor any other statutory benefit to Tidmarsh. As a consultant, Tidmarsh is not eligible for participation in any Company benefit plans.
Severance and Benefits. Subject to the terms of this Agreement, and providing Employee executes and does not revoke this Agreement and complies with the terms of this Agreement, the Company agrees to pay to Employee the Severance Payments and other benefits as set forth below. The Company shall have the right, upon due notice to Employee to set off any amounts due and owing by Employee to the Company against any amounts due and owing by the Company to Employee.
Severance and Benefits. As of the expiration of the revocation period with respect to this Agreement provided for in Section 12 and the consequent effectiveness of the waiver and release set forth in Section 6 hereof (the "Release"), the Company shall provide the Executive with the payments and benefits specified in clauses (B), (C) and (D) of Section 4(a)(i) of the Employment Agreement (the "Severance Benefits"
