Severance Award Sample Clauses

Severance Award. If, in anticipation of a Change of Control, or after a --------------- Change of Control Event has occurred, the Executive's employment is terminated without cause, or a Constructive Involuntary Termination occurs, the following provisions apply: a. The Executive will continue to receive, in equal monthly payments, the base salary and all commissions and bonuses (including short- and long-term incentive programs and stock options granted pursuant to the Corporation's executive incentive plan) in effect at the time of the involuntary termination for a period of 35.88 months from the date of termination. For purposes of this paragraph, commissions and bonuses shall be determined by computing the average monthly commission and/or bonus earned by the Executive for the twenty four (24) months immediately preceding the month in which such termination of employment occurs. The amount so determined shall be paid to the Executive each month together with such base salary, during such 35.88 month period. It is not the intent of the parties to this Agreement that payment hereunder will constitute a "parachute payment" as defined in Section 280G of the Internal Revenue Code of 1986 (the "Code"). Any payments made by the Bank to the Executive pursuant to this Agreement, or otherwise, are subject to and conditioned upon their compliance with 12 U.S.C. (S)(S) 1828 (K) any regulation promulgated thereunder. All benefits and payments shall be reduced, if necessary, to the largest aggregate amount that will result in no portion thereof being subject to federal excise tax or being nondeductible to the Employer for federal income tax purposes. The Executive will determine which payments or benefits are to be reduced, if necessary to conform to this provision. b. During the period of months for which the Executive receives compensation under the preceding paragraph, the Executive will also continue to participate in any health, disability, and life insurance plan to the same extent as if the Executive were an employee of the Employer or any successor corporation. In the event that the Executive's participation in any of these plans is prohibited, the Employer or successor corporation, at its sole expense, shall provide the Executive with benefits substantially similar to those which the Executive is entitled to receive under any such plan. The Executive shall remain responsible for that portion of the costs of such plans for which the Executive was responsible prior to termina...
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Severance Award. The Employer will pay, at the Employee's election, a severance award to an Employee who is released from employment because he becomes physically or mentally unable to perform the work of his classification or that of another classification to which he might be eligible for transfer, provided he has 3 or more years of credited service and is ineligible for a pension. If the amount of such severance award, as determined below, exceeds $5,000, the payment of such award shall be in the form of a monthly annuity which is actuarially equivalent to the severance award, payable in the same manner as provided for a pension under Paragraph 8 of Article V hereof, unless the Employee and his spouse consent to the payment of the severance award in a lump sum. Subject to the preceding sentence, a severance award shall be payable in a lump sum, as follows: (i) An amount equal to one week's pay for each year of credited service for an Employee having at least 3, but less than 10, years of credited service. (ii) An amount equal to 1 1/4 weeks' pay for each year of credited service for an Employee having at least 10, but less than 15, years of credited service. (iii) An amount equal to 1 1/2 weeks' pay for each year of credited service for an Employee having at least 15, but less than 20, years of credited service. (iv) An amount equal to 2 weeks' pay for each year of credited service for an Employee having 20 or more years of credited service. In no event will the amount of the severance award as computed above be less than an amount equal to $500 multiplied by the number of years of credited service.
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Severance Award. The Severance Award, which shall be in lieu of additional payments under this Agreement, shall consist of the following: 6.1 The Executive will be paid a sum (in equal monthly installments) equal to the product of one month's Current Salary times the number of years, including fractional years, employed by the Company or any of its successor or affiliates not to exceed six (6) months Current Salary; provided that, in the event the Executive's employment is terminated pursuant to Section 5.6(b) or 5.6(c), the Executive will be paid a sum (in equal monthly installments) equal to the product of two months Current Salary times the number of years, including fractional years, employed by the Company or any of its successor or affiliates. Such amount not to exceed twelve (12)
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Severance Award. When it becomes necessary to release an employee with five or more years of credited service who is retired because through no fault of his own is no longer able to meet the requirements of his job and who cannot qualify for transfer to another job within the local plant, and who cannot qualify for a disability allowance or one whose employment is terminated because of the permanent closing of the plant or a section thereof, he shall be paid a Severance Award calculated in the following manner: Any such employee who has five years of credited service but less than ten will be awarded a Severance Award of one week’s average pay for each year of service. Any such employee who has ten years of credited service but less than fifteen will be awarded a Severance Award of one and one half week’s average pay for each year of service. Any such employee who has fifteen or more years of credited service will be awarded a Severance Award of two week’s average pay for each year of service.
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Severance Award. Godsxx'x xxxloyment with the Company and PBC will terminate at the time of the Closing. At or as soon as practicable after the Closing, the Company will make a separation payment to Godsxx xx an amount equal to X minus Y, where:
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Severance Award. At one (1) year of employment, Employee shall earn and ---------------- accrue severance payments based on "year-to-year" sales performance relating to the agreed to annual Company revenue plan. Such payments shall accrue at the rate of 1-month per year of employment, up to a maximum of 6-monthsseverance. --------------------------- Such payments shall accrue yearly based on the total annual compensation (to such date) earned by Employee. This Severance Award shall only be effective in the event that Company sxxxxx (terminates) the employment of Employee, for any reason, other than for a fully validated reason relating to SECTION VI. 1 "
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Severance Award. Kueneke's employment with the Company and PBC will terminate at the time of the Closing. At or as soon as practicable after the Closing, the Company will make a separation payment to Kueneke in an amount equal to X minus Y, where: X is equal to the lesser of $796,000, or an amount equal to 2.99 times Kueneke's "base amount" (as defined in Section 280G(b)(3) of the Internal Revenue Code of 1986); and Y is equal to the total value (determined in accordance with Section 280G of the Internal Revenue Code and regulations thereunder) of all payments, accelerated vesting of stock options and other benefits (other than the severance award payable under this paragraph 2(d)) provided or to be provided to or for the benefit of Kueneke that are considered to be contingent on the change in ownership of the Company within the meaning and for the purposes of Section 280G(b)(2)(A)(i) of the Internal Revenue Code attributable to the transactions consummated as part of the Closing. The Company may cause payment of the severance award to be deferred if and to the extent that (1) the amount thereof cannot be finally ascertained, or (2) the deferral is necessary in order to avoid the loss of a deduction therefor by reason of the executive compensation deduction limitation of Section 162(m) of the Internal Revenue Code. The portion of the severance award that is deferred (if any) will be payable to Kueneke as soon as practicable after the amount thereof is ascertained or the section 162(m) deduction limitation no longer applies, as the case may be.
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Severance Award. If the Executive is involuntarily terminated after a Change of Control, the following provisions apply: a. The Executive will continue to receive, in equal monthly payments, the base salary and annual bonus in effect at the time of the involuntary termination for a period of 36 months, or the Executive may elect to receive an equal lump sum payment. It is not the intent that this payment will constitute a “parachute payment” as defined in Section 280G of the Internal Revenue Code of 1986 (the Code). Such payment and/or other benefits or payments shall be reduced to the largest aggregate amount that will result in no portion thereof being subject to the excise tax imposed under Section 4999 of the Code (or any successor provision thereto) or being nondeductible to the Corporation for federal income tax purposes pursuant to Section 280G of the Code (or any successor thereto). The Executive will determine which payments or benefits are to be reduced to conform to this provision. b. The Executive will continue to participate until the end of the Agreement Life Cycle in any health, disability, and life insurance plan in which the Executive was participating prior to the termination as if the Executive was still an employee of the Corporation. If the Executive’s participation in any of these plans is prohibited, the Corporation at its sole expense shall arrange to provide the Executive with benefits substantially similar to those which the Executive is entitled to receive under such plans. The Executive shall remain responsible for that portion of the costs of such plans for which the Executive was responsible prior to termination. c. The Executive will continue to participate until the end of the Agreement Life Cycle in any perquisite program (auto, country club, dining club physical, tax planning, etc.) in which the Executive was participating before the termination. If this is not possible, the Corporation shall arrange at its sole cost to provide an equivalent benefit. The Corporation may elect, but only with the Executive’s consent, to substitute a cash payment equivalent to the projected value of the perquisite over the Agreement Life Cycle.
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Related to Severance Award

  • Severance Benefit (a) If the employment of the Employee with the Company is terminated by the Company for any reason other than Cause (as defined below) or if the Employee terminates his or her employment with the Company for Good Reason (as defined below), the Company shall pay the Employee, from the date of termination, in addition to any payments to which the Employee is entitled under the Company’s severance pay plan, twelve (12) months of base salary at the Employee’s annual base salary level in effect at the time of such termination or immediately prior to the salary reduction that serves as the basis for termination for Good Reason. Employee will also be entitled to payment of an amount of cash equal to $20,000. The aggregate base salary and other cash amount payable shall be paid by the Company to the Employee in one lump sum on the first day following the six (6) month anniversary of the date of the Employee’s termination. For purposes of this Agreement, the term “termination” when used in the context of a condition to, or timing of, payment hereunder shall be interpreted to mean a “separation from service” as that term is used in Section 409A of the Code. (b) Employee will also be entitled to twelve (12) months of health benefits continuation if terminated under circumstances described in subpart (a) above. To the extent any such benefits cannot be provided to the Employee on a non-taxable basis and the provision thereof would cause any part of the benefits to be subject to additional taxes and interest under Section 409A of the Code, then the provision of such benefits shall be deferred to the earliest date upon which such benefits can be provided without being subject to such additional taxes and interest. (c) Solely for purposes of this Agreement, “Cause” shall include: i. the conviction of a felony, a crime of moral turpitude or fraud or having committed fraud, misappropriation or embezzlement in connection with the performance of his duties hereunder, ii. willful and repeated failures to substantially perform his assigned duties; or iii. a violation of any provision of this Agreement or express significant policies of the Company. (d) Solely for purposes of this Agreement, termination for “Good Reason” shall mean termination of employment by the Employee within ninety (90) days after:

  • Severance Benefits In addition, if a Change in Control Severance Payment Event (as defined below) occurs, then the Company shall pay to Employee the Accrued Payments, and contingent upon Employee satisfying the Severance Conditions, the Company shall also provide Employee the following payments and other benefits (the “Change in Control Severance Package”): (i) Payment of an amount equal to 2.0 times the sum of (i) Employee’s annual rate of Base Salary as of the Termination Date or as of the date of the Change in Control, whichever is greater, plus (ii) Employee’s Target STI Payment, calculated based on Employee’s Base Salary as of the Termination Date or, if greater, as of the date of the Change in Control, payable to Employee on the 30th day following the Termination Date in a lump sum payment; plus (ii) Payment of a Pro-Rata Bonus for the calendar year of termination, payable as soon as administratively feasible following preparation of the Company’s audited financial statements for the applicable calendar year, but in no event later than March 31 (or earlier than January 1) of the calendar year following the calendar year to which such STI Payment relates; and (iii) The Company shall pay or reimburse on a monthly basis the premiums required to continue Employee’s group health care coverage for a period of eighteen (18) months following Employee’s Termination Date, under the applicable provisions of COBRA, provided that Employee or his dependents, as applicable, elect to continue and remain eligible for these benefits under COBRA. If necessary to avoid inclusion in taxable income by Employee of the value of in-kind benefits, such health care continuation premiums shall be provided in the form of taxable payments to Employee, which payments shall be made without regard to whether Employee elects to continue and remain eligible for such benefits under COBRA, and in which event Company shall pay to Employee, with each monthly reimbursement, an additional amount of cash equal to A/(1-R)-A, where A is the amount of the reimbursement for the month, and R is the sum of the maximum federal individual income tax rate then applicable to ordinary income and the maximum individual Colorado income tax rate then applicable to ordinary income; (iv) Provided, however, that the sum of (i) and (ii) above shall be reduced, but not below zero, by the sum of any actually benefits provided to Employee pursuant to Section 5(a)(i), (ii), or (iii) and any payments otherwise required pursuant to Section 5(a)(i), (ii), and (iii) shall not be made. Nothing in this Section 6 shall relieve the Company or any successor-in-interest thereof of its obligation to continue, following any Change in Control, to provide Employee with the compensation due pursuant to Section 3 of this Agreement or to otherwise comply with its obligations hereunder in the event Employee’s service continues pursuant to this Agreement following the occurrence of such Change in Control.

  • Severance Pay Notwithstanding the provisions of Article 62 (Severance Pay) of this Agreement, where the period of continuous employment in respect of which severance benefit is to be paid consists of both full and part-time employment or varying levels of part-time employment, the benefit shall be calculated as follows: the period of continuous employment eligible for severance pay shall be established and the part-time portions shall be consolidated to equivalent full-time. The equivalent full-time period in years shall be multiplied by the full-time weekly pay rate for the appropriate group and level to produce the severance pay benefit.

  • 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.

  • Incentive Award The three (3) year rolling average of earnings growth and Return On Equity (the "XXX") and determined as of December 31 of each plan year shall determine the Director's Incentive Award Percentage, in accordance with the attached Schedule A. The chart on Schedule A is specifically subject to change annually at the sole discretion of the Company's Board of Directors. The Incentive Award is calculated annually by taking the Director's Annual Fees for the Plan Year in which the XXX and Earnings Growth was calculated times the Incentive Award Percentage.

  • Change in Control Severance Benefits If there is a Change in Control, and within one (1) year of such Change in Control, the Executive’s employment is terminated under the circumstances described in Sections 4(a) through 4(f) above, the Executive shall be entitled to the following: (I) if such termination is a termination by the Company without Cause pursuant to Section 4(a) or the Executive resigns for Good Reason pursuant to Section 4(b), the Company shall pay the Executive the Accrued Obligations and the Pro Rata Bonus and, in addition, subject to the provisions of Section 19, (A) an amount equal to twenty-four (24) months of the Executive’s Base Salary at the rate in effect on the date of termination or resignation, payable in a lump sum within sixty (60) calendar days of the date of termination or resignation; and (B) provided the Executive timely elects continuation coverage under COBRA, the Company shall also pay, on the Executive’s behalf, the portion of monthly premiums for the Executive’s group health insurance, including coverage for the Executive’s dependents, that the Company paid immediately prior to the date of termination or resignation, during the eighteen (18) month period following the date of termination or resignation, subject to the Executive’s continued eligibility for COBRA coverage. The Company will pay for such COBRA coverage for eligible dependents only for those dependents who were enrolled immediately prior to the date of termination or resignation. The Executive will continue to be required to pay that portion of the premium for the Executive’s health coverage, including coverage for the Executive’s eligible dependents, that the Executive was required to pay as an active employee immediately prior to the date of termination or resignation. Notwithstanding the foregoing, in the event that under applicable guidance the reimbursement of COBRA premiums causes the Company’s group health plan to violate any applicable nondiscrimination rule, the parties agree to negotiate in good faith a mutually agreeable alternative arrangement; and (II) if such termination is a termination or resignation under the circumstances described in Sections 4(c), 4(d), 4(e) or 4(f), the Executive shall be entitled to the compensation and benefits for which the Executive is eligible under such sections.

  • Bonus Severance A lump-sum payment equal to 100% of the Executive’s target annual bonus as in effect for the fiscal year in which the CIC Qualified Termination occurs.

  • Change in Control Benefits In the event there is a Change in Control, as defined below, and the Executive’s employment hereunder is terminated by the Executive for Good Reason or by the Employer without Cause (other than on account of the Executive’s death or disability), in each case within twelve (12) months either (a) after Executive’s employment has terminated or (b) following a Change in Control, the Executive shall be entitled to be paid, in a single lump sum, severance equal to two (2) years’ salary at that salary rate being paid to Executive as of the date of the Executive’s termination together with an amount equal to one times (1.0x) the average of the Annual Bonus paid to Executive for services during the preceding three (3) calendar years (or the Executive’s period of employment, if less than three (3) years), provided; that, in the event the Executive’s employment has terminated and Executive has been paid a severance benefit under Section 6 of this Agreement, such change in control benefit under this Section 7 shall be reduced by the amount of the severance benefit previously paid. Executive acknowledges and agrees that such payment is in lieu of all damages, payments and liabilities on account of the early termination of this Agreement and is the sole and exclusive remedy for Executive (other than rights, if any, to exercise any of the stock options vested prior to such termination), and shall only be paid, within 60 days after his separation from service with Employer, subject to Executive’s execution and delivery to Employer, within such 60-day period, of a complete release of all claims Executive may have against the Employer, its officers, directors, agents, employees, predecessors, successors, parents, subsidiaries, and affiliates. If the 60-day period referred to in the immediately preceding sentence begins in one calendar year and ends in the following calendar year, then the payment shall be made in the latter calendar year. If upon termination of employment Executive chooses to arbitrate any claims pursuant to Section 18, Executive shall be deemed to have waived Executive’s right, if any, to severance.

  • Change in Control Benefit If a Change in Control occurs followed within twenty-four (24) months by Separation from Service prior to Normal Retirement Age, the Bank shall distribute to the Executive the benefit described in this Section 2.4 in lieu of any other benefit under this Article.

  • Severance Payment If, during the Employment Term at any time during the period of twelve (12) consecutive months following the occurrence of a Change in Corporate Control, the Executive is involuntarily terminated (other than for Cause) or the Executive terminates his employment for Good Reason, then subject to compliance with the restrictive covenants in Section 9 and Section 10 and the execution and timely return by the Executive of the Release, the Executive shall be entitled to receive a lump sum severance payment equal to the present value of a series of monthly payments for twenty-four (24) months, each in an amount equal to one-twelfth (1/12th) of the sum of (i) the Executive’s Base Salary, as in effect at the time of the Change in Corporate Control, and (ii) the average of the annual bonuses paid to the Executive for the prior two fiscal years of the Company ending prior to the Change in Corporate Control, if any. Such present value shall be calculated using a discount rate equal to the interest rate on 90-day Treasury bills, as reported in the Wall Street Journal (or similar publication) on the date of the Change in Corporate Control. Such lump sum payment shall be made to the Executive within sixty (60) days following the date of such involuntary termination. In addition, if during the Employment Term within twelve (12) months after a Change in Corporate Control the Executive is involuntarily terminated (other than for Cause) or the Executive terminates his employment for Good Reason, he shall be entitled to continued coverage at the Company’s expense under any health insurance programs maintained by the Company in which the Executive participated at the time of his termination, which coverage shall be continued for eighteen (18) months or until, if earlier, the date the Executive obtains comparable coverage under a group health plan maintained by a new employer. To the extent the benefits provided under the immediately preceding sentence are otherwise taxable to the Executive, such benefits, for purposes of Section 409A of the Code (and the regulations and other guidance issued thereunder) shall be provided as separate monthly in-kind payments of those benefits, and to the extent those benefits are subject to and not otherwise excepted from Section 409A of the Code, the provision of the in-kind benefits during one calendar year shall not affect the in-kind benefits to be provided in any other calendar year.

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