Severance Matters Sample Clauses

Severance Matters. For the avoidance of doubt, the Parties acknowledge and agree that neither the execution of this Agreement nor Executive’s cessation of employment on the Transition Date will result in any payments or other obligations from the Company Parties or any of their affiliates pursuant to FPH’s Senior Management Severance and Change in Control Plan (the “Severance Plan”), and that, from and after the Transition Date, Executive will no longer be a “Participant” in the Severance Plan. In addition, the Parties acknowledge and agree that neither the execution of this Agreement nor Executive’s cessation of employment on the Transition Date will result in any accelerated vesting of any of Executive’s equity awards. However, notwithstanding anything herein to the contrary, if Executive’s employment ceases prior to September 30, 2021 as a result of (x) Executive’s termination of employment by FPCM without Cause, or (y) Executive’s death, (i) Executive shall be entitled to all payments and benefits (including continued vesting and, if applicable, the grant of the restricted shares due under Section 1(c)(iii) above) due to him hereunder as if his employment with FPCM had continued in accordance with the terms hereof through the Transition Date, and (ii) Executive shall be entitled to payment and benefits (including accelerated vesting) under the Advisory Agreement as if he commenced services under the Advisory Agreement (which, solely for this purpose of giving effect to this provision, shall be deemed to become effective as of immediately prior to such termination) and his services had ceased due to a termination of his employment by FPCM without Cause or his death, as applicable, one (1) day thereafter.
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Severance Matters. (a) Parent and Sub covenant and agree that, except as otherwise set forth in Schedule 5.13(a) of the Disclosure Schedule, on or before the date which is 60 days after the date of this Agreement, with respect to each person listed on Schedule 5.13(a) of the Disclosure Schedule (the “Officer and Other Employee List”), Parent will provide to the Company a date on which it expects to terminate such person’s employment with the Company (the termination date for such person being referred to herein as such person’s “Officer and Other Employee Termination Date”) with each Officer and Other Employee Termination Date to be (a) no later than the date which is six months after the Closing Date (it being understood that such Officer and Employee Termination Date may be expressed in the number of months (not to exceed six months) after the Closing Date for which such employees services will be required) and (b) determined by Parent in good faith based on Parent’s reasonable expectation as to the amount of time for which Parent will require such person’s services after the Closing in connection with the transition to Parent’s ownership of the Company. In addition, except as set forth in Schedule 5.13(a) of the Disclosure Schedule, Parent will cause the Company to pay to each person on the Officer and Other Employee List the severance pay entitled to him or her from the Company on the earlier of the Officer and Other Employee Termination Date for such person or such person’s earlier termination of employment with the Company; provided that, as a condition to receiving any such severance pay, each such person may be required by Parent to continue his or her service with the Company up to such person’s Officer and Other Employee Termination Date (unless such person is earlier terminated by the Company or Parent (other than for cause)) and to also sign a waiver and release of claims against the Company, Parent and their affiliates for any claims incurred prior to such person’s termination. For the avoidance of doubt, except as set forth in Schedule 5.13(a) of the Disclosure Schedule, each employee who is included in the Officer and Other Employee List shall be entitled to receive a severance payment on or prior to such person’s Officer and Other Employee Termination Date so long as the employee agrees to continue and does continue his or her service with the Company up to such Officer and Other Employee Termination Date (unless earlier terminated by the Company or Parent (o...
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Severance Matters. In the event Buyer hires any of the current employees of the Business at or following the Closing and, within the period beginning on the Closing Date through and including December 31, 2003 (the “Cut-Off Date”), any such employee ceases to be employed in the Business by the Buyer for any reason, Seller shall promptly reimburse Buyer, upon the date of any such termination, for all severance benefits due to any such employee under Buyer’s severance policies provided that such reimbursement obligation shall not exceed $130,000, in the aggregate.
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Severance Matters. Seller shall pay all severance, termination and other payments (whether in the form of cash or otherwise) pursuant to any written or oral agreements of Seller or its Affiliates and expenses applicable to the employees of Seller, including, but not limited to, any other compensation payable to employees of Seller under applicable plant closing or similar laws with respect to employees of Seller who are not offered employment by the Buyer.
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Severance Matters. Buyer shall defend, indemnify and hold harmless Seller and its Affiliates, and each of their respective officers, directors and employees, in accordance with the provisions of Article IX below, from all costs, expenses or other damages that may result in respect of claims made by any Transferred Employee for Buyer's failure to offer employment to any Transferred Employee in accordance with the terms of this Agreement, or for severance or other separation benefits arising out of or in connection with Buyer's termination of employment of any Transferred Employee.
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Severance Matters. Rather than making severance payment to said Transferred Employees at the time such employees are hired by Buyer or its designees, Buyer agrees to provide, or to cause its designee to provide, to all Transferred Employees credit for all years of service with the Seller Entities for purposes of severance obligations under applicable Law, policy, employee benefit plan, contract, or otherwise; provided that the Seller Entities have not otherwise paid severance to such Transferred Employees in connection with the termination of their employment by the Seller Entities. Except as contemplated by the immediately preceding sentence, neither Buyer nor its Affiliates or its designee shall be liable to, or have any responsibility or obligation to, any person (including any Seller Entity or any current, former or future employee, including any Eligible Employee who does not become a Transferred Employee) for severance or similar payments or obligations, whether under applicable Law, by contract or under any formal or informal policy, practice or plan.
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Severance Matters. (a) The employment by Purchaser or an affiliate thereof of the Covered Employees effective as of the Transfer Date shall not be considered a severance of employment by Sellers. (b) Purchaser shall indemnify and hold harmless Sellers and their respective affiliates, directors, officers, employees and other agents of New Valley or DSC (collectively, "Seller Affiliates"), in accordance with Section 8.2, from and against any Losses (as defined in Section 8.2) that may be suffered or incurred by New Valley, DSC or any Seller Affiliate in connection with any termination of employment (voluntary or involuntary) or change in the terms and conditions of employment of any Covered Employee.
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Severance Matters. In the event that any Transferred Employee is discharged by Parent (or an Affiliate) within 12 months after the Closing Date (other than for “cause” or because of such Transferred Employee’s voluntary termination or retirement), then Parent shall treat such Transferred Employee, and shall be responsible for severance, in accordance with Seller’s severance plan, as described in Section 11.3 of Seller’s Disclosure Letter. Parent shall be responsible and assume all liability for all notices or payments due to any Transferred Employee, and all notices, payments or assessments due to any Governmental Authority, pursuant to any applicable Law with respect to the employment, discharge or layoff of Transferred Employees by the Parent (or an Affiliate) after the Closing, including, but not limited to, the federal Worker Adjustment and Retraining Notification Act and any rules or regulations as have been issued in connection with the foregoing.
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Severance Matters 
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Related to Severance Matters

  • Severance Agreement Any payments of compensation made pursuant to Articles 4 and 5 are contingent on Executive executing the Company’s standard severance agreement, including a general release of the Company, its owners, partners, stockholders, directors, officers, employees, independent contractors, agents, attorneys, representatives, predecessors, successors and assigns, parents, subsidiaries, affiliated entities and related entities, and on Executive’s continued compliance with Section 6. Executive must execute the standard severance agreement and release within 45 days of being provided with the document to sign or the severance agreement offer will expire.

  • Severance Arrangements Grant or pay, or enter into any Contract providing for the granting of any severance, retention or termination pay, or the acceleration of vesting or other benefits, to any Person (other than payments or acceleration that have been disclosed to Acquirer and are set forth on Schedule 4.2(q) of the Company Disclosure Letter);

  • Severance Plan The term “Severance Plan” shall mean the Assured Guaranty Ltd. Executive Severance Plan.

  • Employment Agreements Each of the persons listed on Schedule 9.12 shall have been afforded the opportunity to enter into an employment agreement substantially in the form of Annex VIII hereto.

  • 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.

  • Employment Agreement On the terms and conditions set forth in this Agreement, the Company agrees to employ the Executive and the Executive agrees to be employed by the Company for the Employment Period set forth in Section 2 hereof and in the position and with the duties set forth in Section 3 hereof. Terms used herein with initial capitalization are defined in Section 10.12 below.

  • Termination of Employment and Severance Benefits The Executive’s employment hereunder shall terminate under the following circumstances:

  • 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 of Control Severance Benefits (a) If during the Change of Control Period Cascade shall terminate Executive’s employment other than for Cause, or Executive shall terminate employment with Cascade for Good Reason, Cascade shall: (i) pay Executive (or in the event of Executive’s subsequent death, Executive’s beneficiary or estate, as the case may be), as severance pay, a sum equal to two (2) times the salary and bonus paid by Cascade to Executive during the twelve (12) month period ending on the last day of the month preceding the effective date of a Change of Control (excluding any gains resulting from exercise of stock options or vesting of restricted stock awards or other similar forms of stock compensation); (ii) cause to be continued for twenty-four (24) months after the effective date of a Change of Control, life, medical, dental, and disability coverage substantially identical to the coverage maintained by Cascade for Executive prior to the effective date of a Change of Control, except to the extent such coverage may be changed in its application to all Cascade employees on a nondiscriminatory basis; and (iii) accelerate any unvested stock-based compensation so any such stock-based compensation shall be 100% vested and immediately exercisable in full as of the date of such termination. Payments due under (i) above shall be paid to Executive in a lump sum no sooner than six (6) months after the date of Executive’s termination. (b) Notwithstanding the provisions of Section 1(a) above, if a payment to Executive who is a “disqualified individual” shall be in an amount which includes an “excess parachute payment,” the payment hereunder to Executive shall be reduced to the maximum amount which does not include an “excess parachute payment.” The terms “disqualified individual” and “excess parachute payment” shall have the meaning defined in Section 280G of the Internal Revenue Code of 1986, as amended. (c) Executive shall not be required to mitigate the amount of any payment or benefit provided for in Section 1(a) of this Agreement by seeking other employment or otherwise, nor shall the amount of any payment or benefit provided for in Section 1(a) of this Agreement be reduced by any compensation earned or benefit received by Executive as the result of employment by another employer. This Agreement shall not be construed as a contract of employment or as providing Executive any right to be retained in the employ of Cascade or any affiliate thereof. (d) Prior to Executive’s gaining the right to receive, and in exchange for, the severance compensation, benefits and option acceleration provided in Section 3(a), above, to which Executive would not otherwise be entitled, Executive shall first enter into and execute a release substantially in the form attached hereto as Exhibit A (the “Release”) upon Executive’s termination of employment. Unless the Release is executed by Executive and delivered to Cascade within twenty-one (21) days after the termination of Executive’s employment with Cascade, Executive shall not receive any severance benefits provided under this Agreement, acceleration, if any, of Executive’s equity grants/benefits as provided in this Agreement shall not apply and Executive’s equity grants/benefits in such event may be exercised following the date of Executive’s termination only to the extent provided under their originals terms in accordance with the applicable equity plans and agreements.

  • 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.

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