Severance Arrangements. Grant or pay, or enter into any Contract providing for the granting of any severance, retention or termination pay, or the acceleration of vesting or other benefits, to any Person (other than payments or acceleration that have been disclosed to Acquirer and are set forth on Schedule 4.2(q) of the Company Disclosure Letter);
Severance Arrangements. Grant or pay any severance or termination pay or benefits (i) to any director or officer or (ii) except for payments made pursuant to written agreements outstanding on the date hereof and disclosed on the Target Disclosure Schedule, to any other employee;
Severance Arrangements. Grant any severance or termination pay (i) to any director or officer or (ii) to any other employee except (A) payments made pursuant to standard written agreements outstanding on the date hereof or (B) grants which are made in the ordinary course of business in accordance with its standard past practice;
Severance Arrangements a) If at any time from the date hereof through December 31, 2008 (the “Applicable Period”), your employment by the Company is terminated by you for Good Reason or by the Company without Cause, the Company shall pay or provide you with the following:
(i) The sum of your base salary through the date of termination to the extent not theretofore paid, any declared and earned but unpaid bonus amount for the prior calendar year and reimbursement for any unreimbursed expenses incurred through the date of termination (“Accrued Obligations”); and
(ii) $1,000,000, which amount shall be in lieu of any other payment to which you might otherwise be entitled under the Company’s Severance Plan.
b) If during the Applicable Period your employment by the Company is terminated by the Company for Cause, this Agreement shall terminate without further obligation to you, except that the Company shall pay or provide you with the sum of your base salary through the date of termination to the extent not theretofore paid. You will not be eligible for any bonus for any period prior to or after the date of termination of your employment.
c) Any payments payable pursuant to this Paragraph 1 beyond Accrued Obligations shall only be payable if you deliver to the Company a release, as similarly required under the Sotheby’s, Inc. Severance Plan, of any and all your claims (except with regard to claims for payments or benefits specifically payable or providable hereunder which are not yet paid as of the effective date of the release, claims for vested accrued benefits, claims under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), or claims relating to any rights of indemnification under the Company’s certificate of incorporation or by-laws or claims under any directors and officers liability insurance policy) occurring up to the release date with regard to the Company and its respective past or present officers, directors and employees in such form as may be reasonably requested by the Company.
Severance Arrangements. Grant any severance or termination pay (i) to any director or officer or (ii) to any other employee except (A) payments made pursuant to written agreements outstanding on the date hereof and (B) grants consistent with past practices;
Severance Arrangements. Grant any severance or termination pay to ---------------------- any director, officer or other employee, except payments made pursuant to written agreements outstanding on the date of this Agreement;
Severance Arrangements. Except as set forth on SCHEDULE 5.12, the Company has not entered into any severance or similar arrangement in respect of any present or former employee of the Company that will result in any obligation (absolute or contingent) of the Company to make any payment to such present or former employee of the Company following termination of employment.
Severance Arrangements. Upon (x) a Withdrawal without Cause or (y) a Withdrawal due to Resignation within 30 days immediately following the date on which (A) a Change of Control occurs in which either the Limited Partner’s role is not continued or this Agreement is not continued and assumed by the buyer in such transaction, or (B) the Limited Partner first no longer serves as a sole CIO, as a Co-CIO or in a comparable or more senior executive role in the Company (any change in role contemplated by the foregoing clauses (A) or (B), a “Change in Position” as described below); in each case which occurs during the Term, the Limited Partner shall receive:
(i) an Annual Bonus for the year in which such Withdrawal without Cause or Withdrawal due to Resignation occurs in an amount equal to the higher of (x) the actual year-to-date bonus calculated pursuant to Schedule A hereto through the time of the Withdrawal without Cause or Withdrawal due to Resignation, and (y) a prorated minimum Annual Bonus of $7,500,000 with such proration based on the fraction of the year of service prior to such Withdrawal without Cause or Withdrawal due to Resignation, such amount to be paid in Current Cash within 60 days of the date of such Withdrawal without Cause or Withdrawal due to Resignation, provided that the payment of the Annual Bonus (including the minimum Annual Bonus) shall be inclusive of any Quarterly Advances in respect of such partial Fiscal Year;
(ii) the 0000 XXXx shall be treated in accordance with the terms of the 0000 XXX Award Agreements;
(iii) during the Term, at the General Partner’s option, made by written election delivered to the Limited Partner within thirty (30) days after such Withdrawal without Cause or Withdrawal due to Resignation (and, if not timely delivered, the following clause (x) shall be deemed to have been elected): either (x) a reduction in the Restricted Period with respect to the Limited Partner for purposes of the non-competition provisions in Section 2.13(b)(i) of the Limited Partnership Agreement such that the Restricted Period for such purposes shall conclude on the last day of the 12-month period immediately following the date of such Withdrawal without Cause or Withdrawal due to Resignation, or (y) an aggregate payment in Current Cash equal to $30 million (the “Severance Payment”), such amount to be paid on the following schedule and subject to Section 8 below: (A) $7.5 million to be paid within thirty (30) days after the date of the applicable Withdrawal with...
Severance Arrangements. Grant any severance or termination pay or benefits (i) to any director or officer except in accordance with written agreements in effect on the date hereof and disclosed in Section 3.13 of the Company Disclosure Schedule, or (ii) to any other employees except in the ordinary course of business consistent with past practice;
Severance Arrangements. Seller has not entered into any severance or similar arrangement in respect of any present or former Personnel that shall result in any obligation (absolute or contingent) of Purchaser or Parent to make any payment to any present or former Personnel following termination of employment, including the termination of employment effected by the transactions contemplated by this Agreement. The consummation of the transactions contemplated by this Agreement will not trigger any severance or similar arrangement of Seller payable by Purchaser or Parent after the Closing.
