Severance Compensation and Benefits. (a) If, following the occurrence of a Change in Control and during the Severance Period, (i) the Company terminates the Executive’s employment (other than as a result of the Executive’s death or Disability), or the Company gives the Executive notice of such termination, in either case pursuant to Section 2(a), or (ii) the Executive terminates his or her employment pursuant to Section 2(b), the Company shall:
(i) pay to the Executive, a lump sum payment (the “Severance Payment”), within ten (10) calendar days of the Termination Date (unless payment of all or any portion of the following is required on some later date in order to comply with Section 409A of the Code, in which case payment shall be made on the first business day after the date that is six months after the Date of Termination), in an amount equal to: 1 any unpaid Base Pay through the Termination Date; 2 three times the sum of (a) Base Pay (the aggregate amount and the components of which shall be determined based on the highest rate in effect for any period prior to the Termination Date), plus (b) Incentive Pay in an amount equal to the higher of (X) the highest annual amount of Incentive Pay paid to or earned by the Executive with respect to any fiscal year during the three fiscal years immediately preceding the fiscal year in which the Change in Control occurs, and (Y) 100% of the Incentive Pay amount that would be payable, assuming that both the Company and the Executive satisfy 100% (but not in excess of 100%) of the performance objective(s) specified in or pursuant to the applicable agreement, policy, plan, program or arrangement and communicated to the Executive (as the Executive’s “Target Incentive Award,” “Base Bonus Percentage” or their successors) by the Company, whether or not attained as of such Termination Date, to the Executive for the fiscal year in which the Change in Control occurs; 3 payment in respect of any accrued but unused paid time off or sick pay, and payment in respect of any business expenses incurred but not reimbursed prior to the Termination Date; 4 any other compensation or benefits which may be owed or provided to or in respect of the Executive in accordance with the terms and provisions of any plans or programs of the Company; and
Severance Compensation and Benefits. In the event that (a) Executive’s employment is either terminated by the Company without Cause under Section 7 or by Executive for Good Reason under Section 10, and (b) Executive is not entitled to any severance or similar compensation or benefits under a “Change in Control” or similar agreement in connection with the termination of Executive’s employment relationship, and (c) Executive executes and delivers to the Company, within twenty-one (21) days (or such longer period required by law if applicable) after termination of Executive’s employment relationship, and does not revoke, a written Release (as defined below), then, except as provided below in this Section 12 and subject to the terms of this Agreement and the aforementioned Release, Executive shall be entitled to receive the following:
x. Xxxxxxxxx compensation (“Severance Pay”) equal to the greater of twelve (12) months of Executive’s base salary (based upon Executive’s base salary at the time of termination of employment and subject to required tax or other withholdings) payable to Executive in a lump sum within thirty (30) days after the date on which Executive’s employment is terminated or the period provided in the Company’s severance guidelines in effect at the time; provided, that notwithstanding the foregoing: (i) if the termination of Executive’s employment occurs during November or December, the commencement of Severance Pay payable to Executive shall not occur prior to January 1 of the following year, and (ii) if Executive is a “specified employee” under Section 409A of the Internal Revenue Code of 1986, as amended, or any successor law (the “Code”), then any portion of the Severance Pay that is not exempt from Section 409A, and that would otherwise be payable to Executive during the first six (6) months following the termination of Executive’s employment, shall not be paid to Executive until the ten (10) business day period immediately following the expiration of such six (6) month period.
b. If Executive timely elects in the proper form, pursuant to the Consolidated Budget Reconciliation Act (“COBRA”), to continue health care coverage for Executive and/or Executive’s dependents under the health plan in which Executive had coverage at the time of the termination of Executive’s employment, and if Executive continues paying the premiums for such COBRA coverage (subject to any COBRA premium subsidy Executive is eligible for under the American Recovery and Reinvestment Act of 2009 or simil...
Severance Compensation and Benefits. Not in Derogation of Other ------------------------------------------------------------------ Benefits. Anything to the contrary herein contained notwithstanding, the payment -------- or obligation to pay any monies, or granting of any benefits, rights or privileges to Executive as provided in this Agreement shall not be in lieu or derogation of the rights and privileges that the Executive now has or will have under any plans or programs of or agreements with the Company, except that if the Executive received any payment hereunder, he shall not be entitled to any payment under the Company's severance policies for officers and employees.
Severance Compensation and Benefits. If, after the occurrence of a Change-in-Control, the Executive's employment is terminated by the Company during the twenty-four (24) month period following the date on which the Change-in-Control occurs for any reason other than "Just Cause" (as defined in the Executive's Employment Agreement), the following shall occur:
(a) The Company shall pay to the Executive, within fifteen (15) days of the date his employment is terminated by the Company, a single sum cash payment equal to two and one-half (2-1/2) times the Executive's average annual compensation (including base salary and bonuses) paid to him in cash during the thirty-six (36) month period immediately preceding the date on which the Change-in-Control occurred (or, in the event the Executive had not been employed by the Company or received cash compensation for a period of at least 36 months at that time, the period that the Executive was employed or received cash compensation, as applicable).
(b) The Executive, together with his dependents and beneficiaries, shall continue to be fully eligible for (and participate in) all company-sponsored accident and health, life insurance and other welfare benefit programs available to the Executive as of the date on which the Change-in-Control occurred (on the same terms and conditions in effect on that date) or receive substantially equivalent coverage (or the full value thereof in cash) from the Company, until the second anniversary of the Executive's termination of employment.
Severance Compensation and Benefits. Not in Derogation of other -------------------------------------------------------------- Benefits. Anything to the contrary herein contained notwithstanding, the payment -------- or obligation to pay any monies, or granting of any benefits, rights or privileges to Executive as provided in this Agreement shall not be in lieu or derogation of the rights and privileges that the Executive now has or will have under any plans or programs of the Company, except that the Executive shall not be entitled to the benefits of any other plan or program of the Company expressly providing for severance or termination pay if the Executive is terminated without Cause or resigns for Good Reason after a Change in Control.
Severance Compensation and Benefits. The Executive agrees that, if the Executive’s employment is terminated as a result of non-renewal of the Executive’s Employment Agreement, the Executive shall be entitled to no more than 12 months of severance compensation and will be subject to a one-year non-compete. The Executive further agrees that if he continues his employment following such non-renewal, the Executive shall not be entitled to any payments under the Employment Agreement as a result of such non-renewal.
Severance Compensation and Benefits. Employee shall be entitled to receive Severance Compensation (“Severance Compensation”) if terminated by the Company without Cause, except in the case of termination due to death or Disability; provided, that any payment of Severance Compensation shall be conditioned upon Employee executing and delivering to the Company a release in form attached as Exhibit A hereto (the “Release”). Severance Compensation shall be an amount equal to six (6) months of the annual base salary being paid to Employee at the time of termination. If Employee is entitled to Severance Compensation, the Severance Compensation shall be payable for a period of six (6) months following termination, subject to all required deductions and tax withholdings. The Company will pay the Severance Compensation to Employee on its regularly scheduled payroll dates or, in its discretion, in a lump sum. Severance Compensation shall also include payment by the Company of COBRA premiums for Employee for a period of six (6) months following Employee’s separation. In the event a court of competent jurisdiction finds Employee breached the Release or any of the post-employment obligations set out in Sections 6, 7 and 8, Employee shall not be entitled to any Severance Compensation, and Employee shall immediately repay to the Company any and all Severance Compensation received by Employee.
Severance Compensation and Benefits. In accordance with Section 2.1 of this Agreement, Hospira shall be responsible for any and all Liabilities to, or relating to, Transferred Employees relating to severance and unemployment compensation and benefits and, except as expressly provided below, Abbott shall be responsible for any and all Liabilities to, or relating to, Abbott Retained Employees relating to severance and unemployment compensation and benefits. Notwithstanding the foregoing, in the event that, with respect to any country, (a) the number of Post-Distribution Transferred Employees in that country at the conclusion of Xxxxxx'x provision of transitional services in that country is less than the 24 <Page> Allocated Employee Number for that country and (b) Abbott reasonably concludes that it must layoff Post-Distribution Employees in that country as a result of the Hospira Group's failure to employ a number of Post-Distribution Employees in that country equal to the Allocated Employee Number, then, subject to the following sentence, Hospira shall reimburse Abbott for the costs associated with those layoffs. Notwithstanding the foregoing, Hospira shall not be required to reimburse Abbott for a number of layoffs in any country greater than (i) the Allocated Employee Number for that country less (ii) the sum of (x) the number of Post-Distribution Transferred Employees in that country and (y) the number of Post-Distribution Employees in that country (other than Post-Distribution Transferred Employees) to whom Hospira makes an offer of employment that includes cash and long-term incentive compensation equivalent to that provided to the Post-Distribution Employee by the Abbott Group. 6.2 RETIREE MEDICAL AND LIFE INSURANCE COVERAGE.
(a) XXXXXX HEALTHCARE AND LIFE INSURANCE COVERAGE. Abbott shall extend post-retirement healthcare and life insurance coverage under the Abbott Retiree Medical Plan and the Abbott Retiree Life Plan to each U.S. Transferred Employee (including any of his or her eligible dependents) who, as of the Distribution Date, is eligible to retire under the Abbott ARP. Any U.S. Transferred Employee who is eligible to elect coverage (or any eligible dependent who is eligible to elect coverage) under the Abbott Retiree Medical Plan and Abbott Retiree Life Plan shall be entitled to elect to begin that coverage as of any date elected by that U.S. Transferred Employee that is after the Distribution Date and on or after his or her termination of employment (for any reason) with the Ho...
Severance Compensation and Benefits. (a) ESCO shall continue to pay you (or your estate, if you die) your Base Salary at the rate in effect at the date of such Termination of employment ("Termination") for 24 months following such termination ("Severance Period"). The payments will be deposited into your checking account on each regular employee pay day, commencing with the first regular employee pay day after December 31, 1999. Except as provided herein, ESCO shall have no obligation to make any further payment of compensation or benefits to you (including without limitation, salary, vacation pay, severance pay, or pension contributions) and shall have no obligation to provide you with any fringe benefits (including without limitation life insurance, dental insurance, health and medical insurance, and disability protection).
(b) As a supplement to the payment of the your base salary rate under subparagraph a, above, ESCO shall also pay you (or your estate, if you die) your Average Performance Compensation Plan ("PCP) Percentage for 24 months following such termination. For this purpose, your Average PCP Percentage shall be your average annual percentage (of base salary) under ESCO's Performance Compensation Plan for the five consecutive fiscal years immediately preceding the fiscal year in which the Termination occurs (disregarding the highest and lowest percentage).
(c) The lump sum actuarial equivalent of a supplemental retirement benefit equal to the difference between (a) the amounts which would have been payable under any tax-qualified defined benefit retirement plan (and any non-qualified supplement to such plan) of ESCO's applicable to you (collectively, the "Retirement Plan") if you had remained employed by the Company at your Base Salary and Average PCP rate for two years after the Date of Termination and (b) the amounts actually payable under the Retirement Plan.
(d) If you are eligible for participation in the ESCO's retiree medical plan, you shall participate therein in accordance with its terms; otherwise upon proper application by you and payment of the employee portion of the premium, ESCO shall furnish you medical continuation in accordance with the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended ("COBRA"); provided that during the period of your eligibility you will pay only the rate which active employees pay for similar coverage for up to 18 months. ESCO reserves the right to change insurance carriers for active employees during this period with the poss...
Severance Compensation and Benefits. In return for the execution and non-revocation of the Agreement no later than February 4, 2011, and provided that on or before such date the Executive signs and does not revoke the release attached hereto as Exhibit A, BJ’s agrees to provide the Executive with the following compensation and benefits:
