Severance and Retention Sample Clauses

Severance and Retention. Notwithstanding the foregoing, (i) for a period of one year from the Closing Date, General Mills will provide or will cause to be provided severance pay and benxxxxx to eligible Employees (other than Employees covered by a collective bargaining agreement) that are at least equal to those that would have been provided to such Employee by the Minneapolis Salaried Employees Severance Plan or the Executive Severance Plan, as amended, whichever is applicable, (ii) for a period of one year following the Closing Date, General Mills shall make reasonable efforts, which shall not require increasex xx payments or benefits, to include Diageo under any release of liability obtained from terminated Employees, (iii) General Mills shall maintain the July 2000 Completion and Performance Plan prxxxxxd to General Mills prior to the date hereof implemented by Pillsbury prior to the Xxxxxng (for the position levels set forth in such plan), without amendment or modification that would result in any reduction of the benefits provided thereunder, and (iv) General Mills shall pay each retention bonus arising from the Pillsbury March, 0000 reorganization, pursuant to the terms of such retention program, upon the earlier of its payment date or the participating Employee's termination of employment by General Mills (other than a termination of employment for Cause); provided, txxx xny payment under (iii) or (iv) above, shall be an offset to a later payment under (iii) or (iv), as applicable. Nothing in this Agreement shall require General Mills or its Affiliates to maintain the employment of any Employee.
Sample 1
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Severance and Retention. Notwithstanding anything contained herein to the contrary, during the Continuation Period, Purchaser shall have in effect a severance plan, practice or policy applicable to each Transferred Industrial Wood Employee that is no less favorable to such employee than the Seller severance plan set forth on Section 5.6(c) of the Seller Disclosure Schedules (the “Seller Severance Plan”), and shall provide, or cause to be provided in accordance with the terms of the Seller Severance Plan, to each Transferred Industrial Wood Employee who experiences a severance-qualifying termination under the Seller Severance Plan, the severance benefits specified in the Seller Severance Plan, and the amount of such severance benefits shall be calculated in taking into account the Transferred Industrial Wood Employee’s period of employment prior to the Closing and with Purchaser or its Affiliates on and after the Closing. In addition, notwithstanding anything to the contrary contained herein, from and after the Closing Date, Purchaser shall assume and honor in accordance with their terms, and shall be solely responsible for and shall assume all Liabilities arising under or with respect to, the retention letter agreements entered into with the Industrial Wood Employees listed on Section 5.6(c) of the Seller Disclosure Schedules.
Sample 1
Severance and Retention. (1) With respect to Transferred Business Employees whose employment with Purchaser or an Affiliate of Purchaser is terminated during the twelve (12) month period commencing on the Hire Date, Purchaser shall provide, or cause to be provided, severance benefits that are equal to the greater of (A) severance benefits that would have been provided to such Transferred Business Employee pursuant to the MUFG Union Bank, N.A. General Severance Plan, or (B) the severance benefits provided under the severance arrangements of Purchaser or its Affiliates applicable to similarly-situated employees, in each case taking into account such Transferred Business Employee’s service pursuant to Section 8.1(d), service with Purchaser or an Affiliate of Purchaser after the Hire Date and any increase (but not decrease) in compensation applicable to such Transferred Business Employee.
Sample 1

Related to Severance and Retention

  • Severance Compensation In the event (i) Employee terminates this Agreement for Good Reason in accordance with Paragraph 11.3 hereof; (ii) Employee is terminated for any reason (except death or disability) upon, or within six months following, a "Change in Management or Control (as such term is defined in Paragraph 11.5 hereof);" or (iii) Employee is terminated without Cause, the Company shall be obligated to pay severance compensation to Employee in an amount equal to his salary compensation (at the rate payable at the time of such termination) for a period of six (6) months from the date of termination. Notwithstanding the foregoing, if Employee is employed by a new employer, or as a consultant after the termination of this Agreement, the severance compensation payable to Employee hereunder shall be reduced by the amount of compensation that Employee actually receives from the new employer, or as a consultant. However, Employee shall have a duty to inform the Company that he has obtained such new employment, and the failure to do so is a material breach of this Agreement. In such event, the Company shall be entitled to (i) cease all payments to Employee under this Paragraph 11.4; and (ii) recover any unauthorized payments to Employee in an action for breach of contract. Notwithstanding anything else in this Agreement to the contrary, solely in the event of a termination upon or following a Change in Management or Control, the amount of severance compensation paid to Employee hereunder shall not include any amount that the Company is prohibited from deducting for federal income tax purposes by virtue of Section 280G of the Internal Revenue Code of 1986, as amended, or any successor provision. In addition to the foregoing severance compensation, the Company shall pay Employee (i) all compensation for services rendered hereunder and not previously paid; (ii) accrued vacation pay; and (iii) any appropriate business expenses incurred by Employee in connection with his duties hereunder and approved pursuant to Section 4 hereof, all through the date of termination. Employee shall not be entitled to any bonus compensation, whether vested or unvested; or any other compensation, benefits or reimbursement of any kind.

  • Insurance and Benefits Company shall allow Executive to participate in each employee benefit plan and to receive each executive benefit that Company provides for senior executives at the level of Executive's position.

  • 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.

  • Severance and Change in Control Benefits The Committee has designated you a participant in the Company’s Executive Change in Control and Severance Plan (the “Policy”), attached as Exhibit A to this Agreement. As a participant in the Policy, you will be eligible to receive severance payments and benefits upon certain qualifying terminations of your Employment as set forth in Exhibit B to this Agreement (the “Participation Terms”), subject to the terms and conditions of the Policy. By signing this Agreement, you agree that this Agreement, the Policy, and the Participation Terms constitute the entire agreement between you and the Company regarding the subject matter of this paragraph and supersede in their entirety all prior representations, understandings, undertakings or agreements (whether oral or written and whether expressed or implied), and specifically supersede any severance and/or change of control provisions of any offer letter, employment agreement, or equity award agreement entered into between you and the Company. For the avoidance of doubt, all other terms of any equity awards granted to you by the Company will remain in effect.

  • Other Compensation and Benefits Except as may be provided under this Agreement,

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

  • Severance If any provision or part-provision of this Agreement is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part- provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this clause shall not affect the validity and enforceability of the rest of this Agreement. If any provision or part-provision of this Agreement is invalid, illegal or unenforceable, the parties shall negotiate in good faith to amend such provision so that, as amended, it is legal, valid and enforceable, and, to the greatest extent possible, achieves the intended commercial result of the original provision.

  • Severance Pay and Benefits Upon Termination by the Company without Cause or by the Executive for

  • Severance Payment Executive will be paid continuing payments of severance pay at a rate equal to Executive’s base salary rate, as then in effect, for twelve (12) months from the date of such termination of employment, to be paid periodically in accordance with the Company’s normal payroll policies.

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