Severance Benefits in Certain Events Sample Clauses

Severance Benefits in Certain Events. If Gen-Probe terminates the Executive's employment for reasons other than Cause, or if the Executive terminates his employment for Good Reason, the Executive shall be entitled to receive as liquidated damages, the following severance benefits:
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Severance Benefits in Certain Events. If Gen-Probe terminates the Executive’s employment for reasons other than Cause, or if the Executive terminates his employment for Good Reason, and such termination constitutes a “separation from service” within the meaning of Treasury Regulation Section 1.409A-1(h) (a “Separation from Service”), the Executive shall be entitled to receive the following severance benefits:
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Severance Benefits in Certain Events. If at the effective time of a “Change in Control Event” (as defined above) or any time within twelve (12) months immediately following a Change in Control Event, (i) the Employer terminates Employee’s employment without “Cause” (as defined above) or, (ii) the Employee terminates employment for “Good Reason” (as defined below), then in the event of either (i) or (ii), and subject to each of the following: (x) the limitations set forth herein and in Section 9 below, (y) compliance with the various loyalty obligations set forth in Sections 11 to 14, and (z) the Employee’s execution of a comprehensive Waiver and Release prepared by Employer that waives and releases all claims relating to or arising from Employee’s employment and the termination of that employment, the Employer shall pay or cause to be paid the following severance benefits: (a) an amount equal to the greater of (i) Employee’s annualized base salary for the calendar year preceding the year in which the Termination Date occurs or (ii) the annualized base salary for the calendar year in which the Termination Date occurs, and (b) if the Employee elects COBRA continuation coverage under the Employer’s health plan, then the Employer will pay on the Employee’s behalf the premiums required for employee-only COBRA coverage for up to a maximum of twelve (12) months.
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Severance Benefits in Certain Events. If Gen-Probe terminates the Executive’s employment for reasons other than for Cause, or if the Executive terminates his employment for Good Reason (provided that (i) Executive notified Gen-Probe of his or her intent to resign for Good Reason within 90 days of the initial existence of the condition giving rise to Good Reason (a “Good Reason Condition”) and provides Gen-Probe with a period of 30 days during which it may remedy the Good Reason Condition, (ii) Gen-Probe did not remedy the Good Reason Condition during such period, and (iii) Executive terminated for Good Reason based on the condition specified in the notice, and such resignation occurs within one year after the initial existence of such Good Reason Condition), and such termination constitutes a “separation from service” within the meaning of Treasury Regulation Section 1.409A-1(h) (a “Separation from Service”), the Executive shall be entitled to receive as liquidated damages, the following severance benefits:
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Severance Benefits in Certain Events. This Agreement shall not apply to any termination of employment for which benefits are payable to the Executive under Sequenom’s Amended and Restated Change in Control Severance Benefit Plan (the “Change in Control Severance Plan”) and the Change in Control Severance Plan shall continue to apply to any such termination. Except in connection with a termination for which benefits are payable to the Executive under the Change in Control Severance Plan, if Sequenom terminates the Executive’s employment for reasons other than for Cause, or if the Executive terminates his employment for Good Reason (provided that (i) the Executive notified Sequenom in writing of his or her intent to terminate his employment for Good Reason within 90 days following the initial existence of the condition giving rise to Good Reason (a “Good Reason Condition”) and provided Sequenom with a period of 30 days following receipt of such written notice during which it may remedy the Good Reason Condition, (ii) Sequenom did not remedy the Good Reason Condition during such period, and (iii) the Executive terminates his employment for Good Reason based on the condition specified in the notice, and such termination occurs within one year after the initial existence of such Good Reason Condition), and in either case, such termination constitutes a “separation from service” within the meaning of Treasury Regulation Section l.409A-l(h) (a “Separation from Service”), the Executive shall be entitled to receive as liquidated damages, the severance benefits set forth in Sections 7(a) through 7(e) below, subject to Sections 7(f) through 7(i) below:
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Severance Benefits in Certain Events. If your employment shall be involuntarily terminated by the Company other than For Cause, or if you terminate your employment for Good Reason, you shall be entitled to receive the following severance benefits:
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Related to Severance Benefits in Certain Events

  • 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.

  • Change in Control Benefits Agreement shall mean any separate agreement between Participant and the Corporation which provides Participant with special vesting acceleration and/or other special benefits with respect to one or more awards of restricted stock units made to Participant for shares of Common Stock, including (to the extent applicable) the restricted stock units evidenced by this Agreement, in the event of a change in control or ownership of the Corporation (whether or not constituting a Change in Control hereunder).

  • Certain Benefits Upon Termination Executive’s employment shall be terminated upon the earlier of (i) the voluntary resignation of Executive with or without Good Reason; (ii) Executive’s death or permanent disability; or (iii) upon the termination of Executive’s employment by LTC for any reason at any time. In the event of such termination, the below provisions of this Section 6 shall apply, and in the event of a Change in Control, whether or not Executive’s employment is terminated thereby, Section 6(b) shall apply.

  • Change of Control Severance Benefits A Covered Termination of Executive’s employment on or within twelve (12) months following the effective date of a Change of Control entitles Executive to receive the benefits set forth in this Section 3.2.

  • Change of Control Benefits (i) If Executive's employment with the Company and its Subsidiaries is terminated at any time within the two years following a Change of Control by the Company and any of its Subsidiaries without Cause or by Executive for Good Reason (the effective date of either such termination hereafter referred to as the "Termination Date"), Executive shall be entitled to, and the Company shall be required to provide, subject to Executive's execution of a general release in favor of the Company substantially in the form attached hereto as Exhibit A (the "Release"), the payments and benefits provided hereafter in this Section 3 and as set forth in this Agreement. If Executive's employment by the Company and any of its Subsidiaries is terminated prior to a Change of Control by the Company and any of its Subsidiaries without Cause in connection with or in anticipation of a Change of Control, Executive shall be entitled to the benefits provided hereafter in Sections 3 and 4 and as otherwise set forth in this Agreement, but only if an anticipated Change of Control actually occurs, and Executive's Termination Date shall be deemed to have occurred immediately following the Change of Control. Notwithstanding the preceding sentence, in the event of any such termination, Executive shall continue to receive Executive's Base Salary at the annual rate in effect immediately prior to such termination (but not less than the annual rate in effect on the date of this Agreement) and any Bonus to which Executive would have been entitled had Executive remained employed until the date of the anticipated Change of Control, provided, however that such Base Salary and Bonus continuation shall end on the date of the anticipated Change of Control or the date that the agreement or other circumstance that would have resulted in the anticipated Change of Control terminates, whichever is applicable. Notice of termination without Cause or for Good Reason shall be given in accordance with Section 14, and shall indicate the specific termination provision hereunder relied upon, the relevant facts and circumstances and the Termination Date.

  • Severance Benefits To the extent that Employee shall be entitled to receive Severance Benefits pursuant to Section 4(d) or 4(e) hereof, Company and Employee agree that the following shall apply: (i) "Severance Benefits" shall mean: (A) a continuation of Employee's then effective salary as payable pursuant to Section 3(a) hereof during the Severance Period (as defined below); (B) payment of any bonus payable to Employee pursuant to Section 3(c) hereof, calculated based on the full Company bonus payable thereunder (subject to attainment by Company of any objective financial or performance standards applicable to Company) and prorated for any period during the Severance Period that is less than the full twelve (12) month period in which such bonus would be earned; (C) immediate vesting and payment of any Option Payments; and (D) continuation during the Severance Period of any medical/dental care coverage (or the reasonable equivalent thereof) which Employee is receiving as of the date of termination of the Period of Employment, provided that such insurance coverage shall terminate prior to the expiration of the Severance Period as of the first date that Employee is covered under another employer's health benefit program which provides substantially the same level of benefits without exclusion for pre-existing medical conditions. Such coverage shall be in lieu of any other continued health care coverage to which Employee or his dependents would otherwise be entitled in accordance with the requirements of the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended ("COBRA"), by reason of Employee's termination of employment. (ii) "Severance Period" shall mean a period of twenty-four (24) months following the termination of the Period of Employment pursuant to Section 4(d) or 4(e) hereof. (iii) Company shall be entitled to a credit for any amounts paid pursuant to Part One, Paragraph 1 of the Change of Control Agreement for any amounts payable pursuant to Paragraph (i)(A) and (i)(B) above as part of any Severance Benefits payable hereunder. (iv) Except as provided in Section 6 below, the Severance Benefits shall be received by Employee in lieu of any other right Employee may have under applicable law, Company or Parent policies or plans or otherwise with respect to any payments or compensation in connection with the termination of Employee's employment with Company. (v) Employee agrees that payment of the Severance Benefits may, in the discretion of the Company, be subject to the prior execution by the Employee of a release of claims in a form provided by the Company prior to any such payment and that payment of the Severance Benefits shall be consideration for such release. (g)

  • 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, 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.

  • Compensation and Benefits Upon Termination of Employment (a) If the Company shall terminate the Executive's employment after a Change in Control other than pursuant to Section 3(b), 3(c) or 3(d) and Section 3(f), or if the Executive shall terminate his employment for Good Reason, then the Company shall pay to the Executive, as severance compensation and in consideration of the Executive's adherence to the terms of Section 5 hereof, the following:

  • Certain Benefits Executive will be eligible to participate in all employee benefit programs established by Employer that are applicable to management personnel such as medical, pension, disability and life insurance plans on a basis commensurate with Executive’s position and in accordance with Employer’s policies from time to time, but nothing herein shall require the adoption or maintenance of any such plan.

  • Compensation and Benefits Upon Termination (a) If Executive’s employment is terminated by reason of death or Disability, the Company shall pay Executive’s Base Salary, at the rate then in effect, in accordance with the payroll policies of the Company, through the date of such termination (in the event of Executive’s death, the payments will be made to Executive’s beneficiaries or legal representatives) and Executive shall not be entitled to any further Base Salary or any applicable bonus, benefits or other compensation for that year or any future year, except as may be provided in Sections 5(d) or (e) below or an applicable benefit plan or program, or to any severance compensation of any kind, nature or amount.

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