Severance Benefits Upon Termination. If the Executive's employment is terminated without Cause by the Company or for Good Reason by the Executive prior to a Change in Control, the Executive shall be entitled to the following severance compensation and benefits:
Severance Benefits Upon Termination. If the Executive's employment with the Company: (i) is terminated by the Company for any reason other than for Cause; or (ii) is terminated by the Executive's resignation under circumstances constituting Good Reason, then, during the Continuation Period (except for the benefits described in subsection (c), which shall be provided as described in such subsection), the Executive shall be eligible to receive the severance benefits described in this Section 3.
Severance Benefits Upon Termination. You shall be eligible for severance benefits in connection with certain termination events as set forth in the Company’s Executive Severance and Change in Control Plan.
Severance Benefits Upon Termination. (a) If upon or within one year following a Change of Control (i) Employee suffers a Termination of Employment for any reason other than Cause, death or disability (within the meaning of Section 22(e)(3) of the Internal Revenue Code) of Employee or (ii) Employee suffers a Constructive Termination Without Cause, the Company shall pay Employee his Salary for a period of twenty-four (24) months from the Termination Date.
(b) If within the three month period commencing one year following a Change of Control Employee voluntarily terminates employment, the Company shall pay Employee his Salary for a period of twenty-four (24) months from the Termination Date; provided that Employee provides advance written notice of termination to the Company no later than 275 days following the Change of Control.
(c) If either before a Change of Control or more than one year following a Change of Control (i) Employee suffers a Termination of Employment for any reason other than Cause, death or disability (within the meaning of Section 22(e)(3) of the Internal Revenue Code) of Employee or (ii) Employee suffers a Constructive Termination Without Cause, the Company shall pay Employee his Salary for a period of twenty-four (24) months from the Termination Date.
(d) Payments under this Section 2 shall be paid in accordance with the Company's normal payroll practices, with the first payment commencing as soon as practicable after Employee's Termination Date. In no event will interest be credited on the unpaid balance to which Employee may become entitled. Payment shall be made by mail to the last known address provided by Employee to Company or, at Employee's option by direct deposit to Employee's account at a bank or other financial instruction designated by Employee.
(e) All payments hereunder to Employee shall cease upon the occurrence of the earliest of:
(i) completion of payment to Employee of benefits described in this Section 2;
(ii) the date Employee again becomes employed by the Company, an affiliate of the Company or a successor in interest to either;
(iii) disclosure of confidential information described in Section 8;
(iv) competition in violation of Section 9; or
(v) the death or disability (within the meaning of Section 22(e)(3) of the Internal Revenue Code) of Employee.
(f) All benefits under this agreement including, but not limited to, payments under this Section 2, acceleration of options under Section 3, and other benefits under Section 5 shall be conditioned upon th...
Severance Benefits Upon Termination. Upon a termination of your employment by the Company without “Cause” (as defined below) or by you for “Good Reason” (as defined below) then, subject to your continued compliance with the Restrictive Covenant Agreement and your execution of a release of claims in a form provided by the Company (the “Release”) and the Release becoming irrevocable, all within 60 days (or such shorter period as set forth in the Release), the Company shall provide you with the following:
a) an amount equal to the sum of 100% of your Annual Salary (without giving effect to any decrease that constitutes Good Reason to resign) (the “Severance Amount”);
b) any earned but unpaid Annual Bonus with respect to the calendar year ending on or preceding the date of termination, payable on the otherwise applicable payment date; and
c) subject to your timely election of continuation coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), a monthly payment equal to 100% of the monthly COBRA premium for the same level of group health coverage as in effect on the date of such termination until the earliest of (i) the 12 month anniversary of the date of termination or (ii) the end of your eligibility under COBRA for continuation coverage for health care. Notwithstanding the foregoing, if the Company determines at any time that its payments pursuant to this paragraph may be taxable to you, it may convert such payments to payroll payments made directly to you on the Company’s regular payroll date, which shall be subject to tax-related deductions and withholdings. The Severance Amount will be paid out in equal installments over twelve (12) months, in accordance with the Company’s normal payroll practice commencing within 60 days after the date of termination; provided, however, that if the 60-day period for the Release to become irrevocable begins in one calendar year and ends in a second calendar year, the Severance Amount shall begin to be paid in the second calendar year by the last day of such 60-day period; provided further, that the initial payment shall include a catch-up payment to cover amounts retroactive to the day immediately following the date of termination. Notwithstanding the foregoing, upon a termination of your employment by the Company without Cause or by you for Good Reason, in each case, within three (3) months before, upon or within twelve (12) months following a Change in Control (as defined below), then, subject to your continued com...
Severance Benefits Upon Termination. 18.1 For the purposes of this clause 18 the following words and phrases shall have the following meanings:
Severance Benefits Upon Termination. If during the Change in Status Period, the Executive's employment by the Company shall be terminated (a) by the Company other than for Cause, Disability or Retirement or (b) by the Executive for Good Reason, then the Executive shall be entitled to the benefits provided below:
(i) the Company shall pay the Executive his full base salary through the Date of Termination at the rate in effect at the time Notice of Termination is given plus credit for any vacation earned but not taken and the amount, if any, of any bonus for a past performance period which has been earned, but not yet paid to the Executive;
(ii) the Executive shall continue to receive as severance pay during the six month period subsequent to the Date of Termination payments of the Executive's base salary at the highest rate in effect during the twelve (12) months immediately preceding the Date of Termination, payable in the same manner as salaries paid to other active executive employees of the Company;
(iii) all options to purchase shares of the Company's common stock granted to the Executive by the Company shall immediately become fully exercisable and shall remain exercisable in accordance with their terms for at least one year, regardless of any provision in the option grants to the contrary; and
(iv) the Company shall maintain in full force and effect, for the Executive's continued benefit until the earlier of (A) six months after the Date of Termination or (B) the Executive's commencement of full time employment with a new employer, all life insurance, medical, health, dental and disability plans, programs or arrangements in which the Executive was entitled to participate immediately prior to the Date of Termination, provided that the Executive's continued participation is possible under the general terms and provisions of such plans and programs. In the event that the Executive's participation in any such plan or program is barred, the Company shall arrange to provide the Executive with benefits substantially similar to those which the Executive is entitled to receive under such plans and programs.
Severance Benefits Upon Termination. For a period of twelve (12) months immediately following the Closing Date, neither New World nor any Subsidiary shall terminate (or cause to be terminated) the employment of any Transferred Employee who was immediately prior to the Closing Date either a salaried employee or an hourly non-union employee of HFC or any Subsidiary nor shall New World or any Subsidiary lay off for any period of time or cause to be laid off for any period of time any Transferred Employee who was immediately prior to the Closing Date either a salaried employee or an hourly non-union employee of HFC or any Subsidiary (other than any such Transferred Employee who at such time was a non-exempt under the Fair Labor Standards Act ("FLSA") production or maintenance employee of Hershey Pasta Group Winchester, Inc.) unless
Severance Benefits Upon Termination. If the Executive's employment with the Company is terminated by the Company for any reason other than for Cause, or if the Executive resigns from employment with the Company, or a successor company, under circumstances constituting Good Reason, then, during the Continuation Period, the Executive shall be eligible to receive the severance benefits described in this Section 3. In the event of a termination by the Company for any reason other than for Cause, then the Company will provide the Executive with a minimum of two months notice prior to the Termination Date, but in no event shall such notice be given earlier than August 1, 2000.
Severance Benefits Upon Termination
