Severance and Retention Payments Sample Clauses

Severance and Retention Payments. 6.1 Subject to Executive's continued employment with the Company, Polycom or an affiliate thereof for six (6) months following the Closing (the "Post-Closing Employment Period"), in addition to any Base Salary earned by Executive by virtue of his continued employment with the Company, Polycom or an affiliate thereof during the Post-Closing Employment Period, the Company shall commence payment of the Total Severance and Retention Payments beginning with the first Polycom payroll payment following the Closing. Such Base Salary and Total Severance and Retention Payments shall continue to be paid to Executive during the Post-Closing Employment Period so long as Executive's employment does not terminate (i) for Cause, (ii) voluntarily by Executive other than for Good Reason, or (iii) pursuant to Executive's death or Disability. In the event of Executive's employment during the Post-Closing Termination Period is terminated (i) by the Company other than for Cause, or (ii) by Executive for Good Reason, then subject to (i) Executive entering into a release of claims in substantially the form attached hereto as Appendix III, and (ii) Executive not breaching the Non-Compete and Non-Solicit covenants of Section 7.0 hereof and Appendix VII hereto, the Company shall pay the Executive the unpaid balance of the Total Severance and Retention Payments described in Section 6.2 (i.e., the Total Severance and Retention Payments minus the amount of any Severance Retention Payments previously paid to Executive during the Post-Closing Employment Period) over the period remaining period until two years following the Closing. No Severance and Retention Payments shall be payable pursuant to this Agreement following the second anniversary of the Closing. In the event Executive's employment with the Company, Polycom or its affiliates terminates for any or no reason after the Post-Closing Employment Period and prior to the second anniversary of the Closing, Executive shall receive the balance of his Total Severance and Retention Payments through the second anniversary of the Closing. 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 the Executive's employment is terminated prior to the Merger without Cause at the express direction (or action which constitutes an express direction) of Polycom. The Total Severance and Retention Payments, if any, payable under this Section 6...
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Severance and Retention Payments. (i) Community will provide any employee who is employed by Kinderhook or Kinderhook Bank immediately prior to the Effective Time and who is not otherwise covered by an individual severance or change in control agreement and whose employment is terminated by Community or Community Bank without Cause (as defined in Section 4.13(f)(i) of the Kinderhook Disclosure Letter) at or within six (6) months following the Effective Time with severance payments equal to one (1) week of base salary for each full year of service with Kinderhook or Kinderhook Bank, with a minimum benefit of four (4) weeks of base salary and a maximum benefit of twenty-six (26) weeks of base salary, in all cases subject to such employee’s execution of a release of claims in a form reasonably acceptable to Community and paid without duplication of any other severance or termination benefit for which such employee is eligible.
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Severance and Retention Payments. 6.1 Subject to Executive's continued employment with the Company, Polycom, or an affiliate thereof on such payment dates, the Company shall pay Executive one-half of the Total Severance and Retention Payments within 15 days following the Closing, and the final one-half of the Total Severance and Retention Payments on the first anniversary of the Closing. However, in the event of Executive's termination of employment, then subject to (i) Executive entering into a release of claims in substantially the form attached hereto as Appendix III, and (ii) Executive not breaching the Non-Compete and Non-Solicit covenants of Section 7.0 hereof and Appendix VII hereto, the Company shall pay the Executive the unpaid balance of the Total Severance and Retention Payments described in Section 6.2 (i.e., the Total Severance and Retention Payments minus the amount of any Retention Payments previously paid to Executive) upon the termination of the Executive's employment during the term of this Agreement, in addition to the payments and benefits described in Section 5.0 hereof, unless such termination is (i) by the Company for Cause, (ii) by reason of death or Disability, or (iii) by the Executive without Good Reason. No severance payments shall be payable pursuant to the preceding sentence in the event of Executive's (i) termination of employment for Cause, (ii) voluntary termination of employment other than for Good Reason, (iii) termination of employment due to death or Disability, or (iv) termination of employment following the second anniversary of the Closing. 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 the Executive's employment is terminated prior to the Merger without Cause at the express direction (or action which constitutes an express direction) of Polycom. The severance payments, if any, payable under this Section 6.1 will be paid in twelve substantially equal monthly installments following a triggering Date of Termination.
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Severance and Retention Payments. (a) Seller shall be responsible for any liabilities or obligations relating to any severance payments, solely arising as a result of the execution of this Agreement and the consummation of the transactions contemplated hereby, to Asset Seller Employees who do not accept Purchaser’s offer of employment, provided that Purchaser’s offers of employment follow the mechanism and contain the terms and conditions set forth in Sections 5.01 and 5.02 of this Agreement for those Asset Seller Employees whose employment does not transfer to Purchaser automatically by operation of Law. Purchaser will take all necessary action, in consultation with Seller, to avoid the imposition of severance in any jurisdiction where Asset Sellers are located.
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Severance and Retention Payments. (i) Community will provide any employee who is employed by Elmira immediately prior to the Effective Time and who is not otherwise covered by an individual severance or change in control agreement and whose employment is terminated by Community without Cause (as defined in Section 4.13(f)(i) of the Elmira Disclosure Letter) at or within six (6) months following the Effective Time with severance payments equal to one (1) week of base salary for each full year of service with Elmira, with a minimum benefit of four (4) weeks of base salary and a maximum benefit of twenty-six (26) weeks of base salary, in all cases subject to such employee’s execution of a release of claims in a form reasonably acceptable to Community and paid without duplication of any other severance or termination benefit for which such employee is eligible.
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Severance and Retention Payments. Immediately prior to the Effective Time, the Company shall pay to its eligible directors, officers and employees, and to the Company Bank’s eligible officers, directors and employees, (i) all severance benefits to which such individuals may be entitled to receive as a result of the Merger or the Bank Merger pursuant to those Benefit Plans set forth in Section 5.03(m) to the Disclosure Schedule and accrued for pursuant to Section 6.22 and (ii) all retention bonuses to which such individuals will receive as accrued for pursuant to Section 6.22.
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Severance and Retention Payments 
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Related to Severance and Retention Payments

  • 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.

  • Retention Payments Executive shall be eligible to earn each Retention Payment listed below, by: (a) being employed on the date listed next to the Retention Payment; (b) not being in a PIP Period (“PIP Period” is defined in Paragraph 4(a) below) on the date listed next to the Retention Payment; and (c) if Executive has resigned or been given notice of termination without Cause (“Cause” is defined in Paragraph 4(b) below) but remains employed during a notice period, assisting in an Orderly Transition of Duties (“Orderly Transition of Duties” is defined in Paragraph 4(c) below). Notwithstanding condition (b), Executive shall be eligible to earn any Retention Payments not earned because Executive was in a PIP Period (“Suspended Payments”) by remaining employed by InterMune, Inc. through the expiration of the PIP Period, at which time any Suspended Payments will be paid to the Executive. Retention Payments are in addition to Executive’s regular compensation package and are not to be considered “bonus” compensation. Date Retention Payment May Be Earned Amount May 31, 2007 $ 50,000 July 30, 2007 $ 50,000 October 30, 2007 $ 75,000 February 28, 2008 $ 75,000 June 30, 2008 $ 85,000 September 30, 2008 $ 100,000 January 1, 2009 $ 100,000 April 1, 2009 $ 40,000

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

  • Separation Payments and Benefits Without admission of any liability, fact or claim, the Company hereby agrees, subject to Executive’s timely execution and non-revocation hereof and Executive’s compliance with Executive’s obligations pursuant to this Agreement and the Surviving Provisions, to provide Executive the severance payments and benefits set forth below:

  • 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.

  • Separation Payments Following Executive’s separation from service with Company on or after his Vesting Date (as defined in Section 7), Company shall pay to Executive the sum of THIRTY-FOUR THOUSAND TWO HUNDRED SEVEN and 04/100 Dollars ($34,207.04) per month, beginning six months and one week after Executive’s date of separation for a period of ten (10) years, or until Executive’s death, whichever first occurs (the “Separation Payments”). Such payments shall be subject to any and all applicable withholding, Social Security, employment, income and other taxes or assessments, if any, under the applicable tax law. If Executive should die during the ten-year period during which payments are being made under this Paragraph 3, then those payments shall terminate and future payments, if any, shall be made to Executive’s designated beneficiary(ies) or Executive’s estate in accordance with the provisions of Paragraph 4 of this Agreement.

  • Retention Payment 6.4.1 There are two situations in which an employee may be eligible to receive a retention payment. These are total facility closures and relocation of work units.

  • 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.

  • Termination Payments and Benefits Regardless of the circumstances of the Executive’s termination, Executive shall be entitled to payment when due of any earned and unpaid base salary, expense reimbursements and vacation days accrued prior to the termination of Executive’s employment, and other unpaid vested amounts or benefits under Company retirement and health benefit plans, and, as applicable, under Equity Agreements in accordance with their terms, and to no other compensation or benefits.

  • Severance Payments; Salary and Benefits The Company agrees to provide Employee with the severance payments and benefits described in Section 4(b) of the Employment Agreement, payable at the times set forth in, and subject to the terms and conditions of, the Employment Agreement. In addition, to the extent not already paid, and subject to the terms and conditions of the Employment Agreement, the Company shall pay or provide to Employee all other payments or benefits described in Section 3(c) of the Employment Agreement, subject to and in accordance with the terms thereof.

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