Severance Compensation upon Termination. (a) In the event of the Employee’s involuntary Termination of Employment for a reason other than Cause, as consideration for the non-competition and non-solicitation covenants contained in Section 12, the Company shall continue to pay to the Employee, upon the execution, and non-revocation within 8 days thereafter, of a release, substantially in the form being used by the Company prior to a Change of Control, (the “Release”), an amount equal to 2.0 times his Base Compensation, payable in biweekly installments for the 24 months following the Termination Date. All other benefit coverages (except as specified by law or regulation), retirement benefits and fringe benefit eligibility shall cease upon the Termination Date; provided, however, that during such period, if any, up to 18 months following the Termination Date, the Board may agree to provide the Employee, in its sole discretion, with continued participation in the Company’s medical plan on the same terms and conditions as if the Employee were still employed, if the Employee is not eligible for similar coverage from employment or self-employment outside of the Company; provided, however, that such coverage will be counted as all or a portion of the continuation of medical coverage required by COBRA.
(b) In lieu of any payment under subsection (a) above but subject to the Release requirement, and subject to the provisions of Section 10 hereof, in the event of the Employee’s Termination following a Change of Control, as consideration for the non-competition and non-solicitation covenants contained in Section 12, the Company shall pay to the Employee, within 30 days after the Termination Date (or as soon as possible thereafter in the event that the procedures set forth in Section 10(b) hereof cannot be completed within 30 days), a single sum in cash equal to 2.99 times the Employee’s Base Compensation.
(c) Not withstanding anything in this Agreement to the contrary, no payments shall be made prior to the time permitted under Section 409A of the Internal Revenue Code of 1986, as amended. Any delayed payments shall be made in lump sum as soon as permissible with interest on the unpaid balance, at the rate from time to time announced by Mellon Bank (East) as its “prime rate” plus 1%, each change in such rate to take effect on the effective date of the change in such prime rate.
Severance Compensation upon Termination. Subject to the provisions of Section 10 hereof, in the event of the Employee’s Termination upon a Change of Control, the Company shall pay to the Employee, within fifteen (15) days after the Termination Date (or as soon as possible thereafter in the event that the procedures set forth in paragraph (b) of Section 11 hereof cannot be completed within fifteen (15) days) an amount in cash equal to three (3) times the sum of the Employee’s Base Salary in effect either immediately prior to the Termination of Employment or immediately prior to the Change of Control, whichever is higher.
Severance Compensation upon Termination. (a) Subject to the provisions of Section 11 hereof, in the event of the Executive's involuntary Termination of Employment for any reason other than Cause or in the event of a Good Reason Termination, in either event within two years after a Change of Control, the Company shall pay to the Executive, upon the execution of a release in the form required by the Company of its terminating executives prior to the Change of Control, within 15 days after the Termination Date (or as soon as possible thereafter in the event that the procedures set forth in Section 11(b) hereof cannot be completed within 15 days), an amount in cash equal to two times the Executive's Base Compensation, subject to required employment taxes and deductions. PSC hereby guarantees the obligations of the Company and, in the event that the Company does not satisfy its obligation hereunder within the required time period, PSC shall pay or cause to be paid all compensation, benefits and other amounts remaining due to the Executive upon prompt written notice to PSC that the Company has not satisfied its obligation (or a portion thereof) to the Executive.
(b) In the event the Executive's Normal Retirement Date would occur prior to 12 months after the Termination Date, the aggregate cash amount determined as set forth in (a) above shall be reduced by multiplying it by a fraction, the numerator of which shall be the number of days from the Termination Date to the Executive's Normal Retirement Date and the denominator of which shall be 365 days. In the event the Termination Date occurs after the Executive's Normal Retirement Date, no payments shall be made under this Section 3.
Severance Compensation upon Termination. Subject to the provisions of Section 11 and Section 23 hereof, in the event of the Executive’s involuntary Termination of Employment for any reason other than Cause or in the event of a Good Reason Termination, in either event within two years after a Change in Control, Aqua America shall pay to the Executive, upon the execution of a release in the form required by Aqua America of its terminating executives prior to the Change in Control, a single lump sum cash payment in an amount equal to two (2) times the Executive’s Base Compensation, plus a pro-rata share of the Executive’s target bonus Executive under the Annual Cash Incentive Compensation Plan (or any successor plan maintained by Aqua America) based on the portion of the calendar year elapsed at the time of the Executive’s Termination of Employment, subject to required employment taxes and deductions. Such payment shall be made to the Executive within 60 days following the Executive’s Termination of Employment.
Severance Compensation upon Termination. In the event of Executive's Termination upon a Change in Control, Executive shall be entitled to receive the Severance Package. In such event, the Company shall have no further liability or obligation to Executive for compensation under this Agreement except as otherwise specifically provided in this Agreement.
Severance Compensation upon Termination. (a) If the Executive's employment by the Company or a Subsidiary is terminated (i) by the Company or Subsidiary pursuant to Section 3(b), 3(c) or 3(d) or by reason of death or (ii) by the Executive other than for Good Reason, the Executive shall not be entitled to any severance compensation under this Agreement, but the absence of the Executive's entitlement to any benefits under this Agreement shall not prejudice the Executive's right to the full realization of any and all other benefits to which the Executive shall be entitled pursuant to the terms of any employee benefit plans or other agreements or policies of the Company or a Subsidiary in which the Executive is a participant or to which the Executive is a party.
(b) If the Executive's employment by the Company or a Subsidiary is terminated (x) by the Company or such Subsidiary other than pursuant to Section 3(b), 3(c) or 3(d) or by reason of death or (y) by the Executive for Good Reason, then the Executive shall be entitled to the severance compensation provided below:
(i) In lieu of any further salary or incentive payments to the Executive for periods subsequent to the Date of Termination, the Company shall pay in cash as severance compensation to the Executive at the time specified in subsection (ii) below, a lump-sum severance payment equal to three (3) times the Executive's Adjusted Annual Compensation. For purposes of this Agreement, "Adjusted Annual Compensation" shall mean the sum of (x) an amount equal to the highest level of the Executive's annual base salary in effect (calculated prior to any deferral of salary, qualified or nonqualified) between the time of the Change in Control and the Date of Termination, (y) an amount equal to the greater of the amounts earned by the Executive under the annual incentive compensation plan of the Company or a Subsidiary (or under the Xxxxxxx Management Incentive Compensation Plan, if applicable) for the two preceding calendar years (calculated prior to any deferral of salary, qualified or nonqualified), or, if the Executive has participated in such plan for only one year, an amount equal to the amount earned under such plan for the preceding calendar year, and (z) an amount equal to one-third of the sum of the amounts of the current "Target" values for the Executive under any annual or long term incentive compensation plans of the Company or a Subsidiary, such Target values to be prorated from the beginning of the applicable measurement period for each su...
Severance Compensation upon Termination. (a) In the event of the Employee's involuntary Termination of Employment for reason other than Cause, as consideration for the non-competition and non-solicitation covenants contained in Sections 12 and 13, the Company shall pay to the Employee, upon the execution of a release in form and substance satisfactory to the company and its counsel, his regular Base Salary, subject to customary employment taxes and deductions, for 12 months following the Termination Date but all other benefit coverages, retirement benefits and fringe benefit eligibility shall cease upon the Termination Date.
(b) Subject to the provisions of Section 10 hereof, in the event of the Employee's Termination following a Change of Control requiring a payment under subsection (a), the Company shall pay to the Employee, within 30 days after the Termination Date), and in lieu of, or reduced by, as applicable any payment under subsection (a) above, a single sum in cash equal to 1.99 times the Employee's Base Salary.
(c) As additional consideration for the non-competition and non-solicitation covenants contained in Sections 12 and 13, (i) if payments are made under subsection (a) above, an amount equal to his Base Salary, subject to customary employment taxes and deductions, payable bi-weekly for 12 months following his Termination Date, or (ii) if payments are made under subsections (b) above, the Employee will receive a single cash payment, within 30 days after the effective date of the Termination of Employment, equal to his Base Salary.
(d) In the event the Employee's Normal Retirement Date would occur prior to 24 months after the Termination Date, the aggregate cash amount determined as set forth in (b) above shall be reduced by multiplying it by a fraction, the numerator of which shall be the number of days from the Termination Date to the Employee's Normal Retirement Date and the denominator of which shall be 730.
Severance Compensation upon Termination. (a) Subject to the last sentence of this paragraph, Employee shall receive severance compensation as described below upon a Termination of Employment that is either:
(i) initiated by BPLSC for any reason other than (x) Employee’s continuous illness, injury or incapacity for a period of six consecutive months or (y) for “Cause;” or
(ii) initiated by Employee for “Good Reason” upon one or more of the following occurrences, subject to subsection (c) below:
(A) any material failure of BPLSC to comply with and satisfy any of the terms of this Agreement;
(B) any significant reduction by BPLSC of the authority, duties, or responsibilities of Employee;
(C) any elimination of Employee from eligibility to participate in, or any exclusion of Employee from participation in, employee benefit plans or policies, except to the extent such elimination or exclusion is applicable to Buckeye GP’s named executive officers as a group;
(D) any reduction in Employee’s Annual Base Compensation or any reduction in Employee’s Annual Target Bonus Opportunity (unless such reduction in Annual Target Bonus Opportunity is made in connection with similar reductions in the bonus opportunities of Buckeye GP’s named executive officers as a group); or
(E) a transfer of Employee, without his express written consent, to a location that is more than 100 miles from Houston, Texas. In the event of a Termination of Employment described above, and subject to the last sentence of this paragraph, BPLSC shall pay to Employee, within fifteen days after the Termination Date, an amount in cash, payable in a lump sum, equal to Employee’s Annual Base Compensation plus Employee’s Annual Target Bonus Opportunity for such year. Notwithstanding the foregoing, no such payment shall be made unless Employee executes, and does not revoke, a written release, substantially in the form attached hereto as Annex 1 (the “Release”), of any and all claims against the Partnerships, BPLSC and all related parties with respect to all matters arising out of Employee’s employment by BPLSC (other than any entitlements under the terms of this Agreement or under any other plans or programs of BPLSC in which Employee participated and under which Employee has accrued or become entitled to a benefit) or the termination thereof.
(b) In the event a severance payment is made under paragraph (a) above, BPLSC will provide Employee with the following payments for a period of 12 months from the Termination Date; provided, however, that this ...
Severance Compensation upon Termination. (a) Subject to the provisions of Section 11 hereof, in the event of the Employee's involuntary Termination of Employment for any reason other than Cause or in the event of a Good Reason Termination, in either event within three years after a Change of Control, the Company shall pay to the Employee, upon the execution of a release, in the form required by the Company of its terminating executives prior to the Change of Control, within 15 days after the Termination Date (or as soon as possible thereafter in the event that the procedures set forth in Section 11(b) hereof cannot be completed within 15 days), an amount in cash equal to 1.5 times the Employee's Base Compensation, subject to customary employment taxes and deductions.
(b) In the event the Employee's Normal Retirement Date would occur prior to 18 months after the Termination Date, the aggregate cash amount determined as set forth in (a) above shall be reduced by multiplying it by a fraction, the numerator of which shall be the number of days from the Termination Date to the Employee's Normal Retirement Date and the denominator of which shall be 548 days.
Severance Compensation upon Termination. (a) In the event of the Company's termination of Executive's employment hereunder prior to the expiration of the Employment Period for any reason, the Company shall have no liability or obligation to Executive other than as specifically set forth in this Section 7.
(b) Upon the termination by the Company of Executive's employment hereunder pursuant to Section 6(a), 6(b), or 6(c), or the termination by Executive of Executive's employment hereunder for any reason other than as set forth in Section 6(d), Executive shall not be entitled to severance compensation; provided, however, Executive (or Executive's heirs or legal representatives) shall be entitled to receive any and all other benefits to which Executive shall be entitled pursuant to the terms of any employee benefit plans or other agreements of the Company in which Executive is a participant or to which Executive is a party.
(c) Upon the termination of Executive's employment hereunder either by the Company for any reason other than pursuant to Sections 6(a), 6(b) or 6(c), including, without limitation, pursuant to Section 6(e), or by Executive pursuant to Section 6(d), then the following shall apply as severance compensation in lieu of any further salary payments to Executive and the continuation of any Company paid benefits for periods subsequent to the date of the termination of Executive's employment (the "Date of Termination"):
(i) Executive shall be entitled to receive a lump sum severance payment equal to one and one-half times Executive's Base Salary in effect on the Date of Termination;
(ii) Executive shall receive any accrued and unpaid vacation pay or other benefits to which Executive has become entitled prior to the Date of Termination;
(iii) Executive shall receive any accrued and unpaid Bonus to which Executive has become entitled to prior to the Date of Termination; and
(iv) all of Executive's stock options with respect to the Company's stock shall become immediately and fully exercisable and shall continue to be exercisable pursuant to their terms and the terms of applicable stock option plan.
(d) If the severance compensation under this Section 7, either alone or together with other payments to Executive from the Company, would constitute an "excess parachute payment" (as defined in Section 280G of the Internal Revenue Code of 1986, as amended (the "Code")), such severance compensation shall be reduced to the largest amount that will result in no portion of the severance compensation p...
