Severance Obligation Sample Clauses

Severance Obligation. In the event Executive's employment is -------------------- terminated by Technologies without Cause or Executive resigns from employment with Technologies with Good Reason, following such Termination and upon execution by Executive of a general release in favor of the Company and its Subsidiaries (i) satisfying all applicable requirements of the Older Workers Benefit-Protection Act, including expiration of the applicable revocation period, and (ii) releasing any and all claims against the Company and its Subsidiaries, Technologies shall continue to pay Executive (or his estate) his Base Salary (as in effect on the Termination Date) his bonus (as was paid for the most recent completed bonus period) for a period of 1 year following the Termination Date, payable in accordance with Technologies' normal payroll procedures and cycles and shall be subject to withholding of applicable taxes and governmental charges in accordance with federal and state law and all unvested stock options previously granted to the Executive shall immediately become vested and exercisable. In the event the Executive's employment with Technologies is terminated for any other reason, Technologies shall have no obligation to make any severance or other payment to or on behalf of Executive. Notwithstanding the foregoing, in the event that Executive shall breach any of his obligations under this Agreement, Technologies shall be relieved from and shall have no further obligation to pay Executive any amounts to which Executive would otherwise be entitled pursuant to this Section 4.
Sample 1Sample 2See All (4)
AutoNDA by SimpleDocs
Severance Obligation. In addition to the terms and conditions of employment offered to Darling, which terms are set forth in a separate instrument, Linvatec has agreed to provide Darling with a Severance Payment, as set forth herein: (a) In the event of (i) a sale of substantially all of the assets of, or a transfer of substantially all of the stock of, Linvatec (hereinafter referred to as a “Change of Control”) and (ii) if either (x) Darling does not retain the title of President and comparable responsibilities for the eighteen (18) month period following such Change of Control, or (y) Darling is terminated with or without cause within eighteen (18) months of such change in control, provided Darling agrees to stay on as an employee during such eighteen (18) months, Linvatec or its successors or assigns will pay to Darling a Severance Payment equal to his salary then in effect for eighteen (18) months; provided that Darling shall have provided thirty (30) days prior written notice to the Chief Executive Officer of Linvatec and the General Counsel of Conmed Corporation within thirty days of his having been deprived of the title of President or the comparable responsibilities with Linvatec then being permitted thirty (30) days to cure, if possible, before Darling shall be entitled to the payment contemplated herein; provided further, that if Darling is terminated for misconduct, he shall be entitled to no Severance Payment. (b) In circumstances not involving a Change in Control, if within two (2) years of the Effective Date, Linvatec terminates Darling’s employment without cause, Linvatec or its successors or assigns will pay to Darling a Severance Payment equal to his salary then in effect for twelve (12) months; provided that Darling is not employed with another company; provided further, that if Darling is terminated for misconduct, he shall be entitled to no Severance Payment. (c) In circumstances not involving a Change in Control, if Linvatec terminates Darling’s employment with cause, Linvatec or its successors or assigns will pay to Darling a Severance Payment equal to his salary then in effect for six (6) months, provided that Darling is not employed with another company; provided further, that if Darling is terminated for misconduct, he shall be entitled to no Severance Payment. (d) In circumstances not involving a Change in Control, if Linvatec terminates Darling’s employment for misconduct, Darling shall be entitled to no Severance Payment. (e) Any Severance Payment de...
Sample 1
Severance Obligation. In the event Executive’s employment is terminated by Technologies without Cause or Executive resigns from employment with Technologies with Good Reason, following such Termination and upon execution by Executive of a general release in favor of the Company and its Subsidiaries (i) satisfying all applicable requirements of the Older Workers Benefit Protection Act, including expiration of the applicable revocation period, and (ii) releasing any and all claims against the Company and its Subsidiaries, Technologies shall pay Executive (or his estate): (i) an amount equal to his Base Salary (as in effect on the Termination Date), plus (ii) an amount equal to the annual bonus paid or payable to Executive for the most recent completed annual bonus period prior to the Termination Date (with the aggregate amount under clauses (i) and (ii) the “Severance Amount”), with the Severance Amount to be paid to Executive in equal installments over a period of one (1) year immediately following the Termination Date, payable in accordance with Technologies’ normal payroll procedures and cycles commencing with the first payroll cycle after the Termination Date and shall be subject to withholding of applicable taxes and governmental charges in accordance with federal and state law and all unvested options, restricted stock units or other awards granted in accordance with the Stock Plan (as hereinafter defined) as of the date of this Agreement as well as those granted after the date of this Agreement (“Awards”) shall fully vest, provided that such Awards have not already accelerated under the Stock Plan. None of the above Awards constituting options was granted at less than fair market value. The Awards constituting options shall be exercisable within the shorter of:
Sample 1
Severance Obligation. Buyer agrees that if any employee of the Company is terminated, other than for cause, during the twelve (12) month period following the Closing, then any such employee shall be entitled, at a minimum, to the severance benefits the Buyer provides to its similarly situated employees consistent with the Buyer's past business practices taking into consideration, among other things, the position of such employee and the length of employment.
Sample 1
Severance Obligation. Company will have the right to terminate Executive’s employment with Company at any time without cause. In the event Executive is terminated without Just Cause or resigns with Good Reason and upon the execution of a full general release and non-disparagement agreement by Executive (“Release”), releasing all claims known or unknown that Executive may have against Company as of the date Executive signs such release, Company shall accelerate the vesting of Executive’s Option Shares to grant the lesser of (A) 500,000 Option Shares which have not previously vested or (B) the number of remaining Option Shares which have not vested.
Sample 1
Severance Obligation. (i) Seller and Buyer intend that the Closing and the consummation of the Transactions shall not result in a severance of employment of any Continuing Employee, and that each Continuing Employee will have continuous and uninterrupted employment immediately following the Closing, and Buyer shall comply with any requirements under applicable Law to ensure the same. Buyer shall bear any costs related to, and shall indemnify and hold harmless Seller and its Affiliates from and against, any claims made by any Continuing Employee for any statutory or common law, or to the extent set forth on Schedule 4.16(a), contractual, severance or separation benefits and other legally mandated payment obligations (including any compensation payable during any WARN ACT or other mandatory termination notice period), together with any employer’s portion of any employment and payroll Taxes related thereto, in each case, arising out of or in connection with the failure of Buyer or any of its Affiliates to continue the employment of any Continuing Employee following the Closing. (ii) For not less than twelve (12) months following the Closing, Buyer shall, and shall cause its Affiliates (including the Company) to, pay and provide to any Continuing Employee whose service with Buyer and its Affiliates (including the Company) is terminated during such twelve (12) month period, severance benefits (including severance pay, COBRA benefits, supplemental severance COBRA benefits and outplacement assistance services), only to the extent disclosed on Schedule 4.15(a), that are no less favorable than those available to such Continuing Employee under the terms of the severance plan or program of Seller and/or its Affiliates in which such Continuing Employee is eligible to participate as of the date of this Agreement.
Sample 1
Severance Obligation 
Sample 1
AutoNDA by SimpleDocs

Related to Severance Obligation

  • Severance Obligations (i) Ashland and Buyer intend that the transactions contemplated by this Agreement shall not result in a severance of employment of any Employee prior to or upon the consummation of the transactions contemplated hereby and that the Employees will have continuous and uninterrupted employment immediately before and immediately after the Closing Date, and Ashland and Buyer shall comply with any requirements under applicable Law to ensure the same. Subject to Section 7.5(b)(iv), Buyer shall bear any costs related to, and shall indemnify and hold harmless Ashland and the Asset Selling Corporations from and against, any claims made by any Employee for any statutory, contractual or common law severance or separation benefits and other legally mandated payment obligations (including the employer portion of any employment taxes, together with any compensation payable during any mandatory termination notice period related thereto, collectively, “Separation Benefits”), in each case, arising out of or in connection with the failure of Buyer or the Buyer Corporations to make offers of employment or continue the employment of any Employee, in each case in accordance with this Agreement and as required by applicable Law, and Ashland and the Asset Selling Corporations shall bear any costs related to, and shall indemnify and hold harmless Buyer and the Buyer Corporations from and against, any claims made by any Employee for any Separation Benefits that arise out of the refusal of such Employee to accept an offer of employment made in accordance with this Agreement and applicable Law by, or an objection by such Employee to an automatic transfer of employment to, Buyer or a Buyer Corporation or for the liabilities associated with the agreements listed in Schedule 7.5. (ii) Subject to Section 7.5(b)(iv), Buyer shall, or shall cause the Buyer Corporations to, provide each Transferred Employee whose employment is terminated within eighteen (18) months following the Closing Date with severance and other separation benefits substantially comparable to the severance and other separation benefits provided to such Transferred Employee by Ashland or the applicable Asset Selling Corporation as in effect as of the date of this Agreement.

  • Insurance Obligation During the Term of this Master Contract, Contractor shall possess and maintain in full force and effect, at Contractor’s sole expense, the following insurance coverages:

  • Employee Obligation Provider shall require all employees and agents who have access to Student Data to comply with all applicable provisions of this DPA with respect to the data shared under this DPA. Provider agrees to require and maintain an appropriate confidentiality agreement from each employee or agent with access to Student Data pursuant to the DPA.

  • Performance Obligation 11.1 Interconnection Customer's Interconnection Facilities 11.2 Participating TO's Interconnection Facilities 11.3 Network Upgrades and Distribution Upgrades

  • Termination and Severance Pay A. In the event Employee is terminated by the Board before the expiration of the term of this agreement without just cause, and during that time Employee is willing and able to perform his duties under this Agreement, the Board shall continue to pay Employee's salary for a period of four (4) months after the date of termination (the "Severance Period") and shall continue Employee's then current health insurance coverage for a period of four (4) months. In the event Employer is not able to maintain Employee's health insurance coverage pursuant to the terms of the Township health insurance plan, then Employer shall pay to Employee, for a period of four (4) months, the cost of health insurance premiums at a rate that will continue substantially similar health benefits for Employee and Employee's family, if applicable, as provided under the then current township health insurance plan. In addition, the Board shall pay the cash value of any accrued vacation time. All of the above shall hereinafter be referred to as the Severance Compensation. The parties agree that this Severance Compensation shall constitute Employee's sole and exclusive remedy for termination without just cause B. In the event Employee is terminated by the Board before the expiration of the term of this agreement with just cause, the Board shall have no obligation to pay the Severance Compensation set forth in Section 3A. C. In the event the Board, at any time during the term of this Agreement, reduces the salary or other financial benefits of Employee in a greater percentage than an applicable across- the-board reduction for all employees of the Board, or in the event the Board refuses, following written notice, to comply with any other provision benefiting Employee herein, or Employee resigns following a written request by the Board that he resign, then, in that event, Employee may, at his option, be deemed to be "terminated without just cause" as of the date of such reduction, refusal to comply, or written request and Employee shall be entitled to the Severance Compensation as set forth in Section 3A. as if he were terminated without cause. For the purposes of this paragraph, the Board's failure to grant Employee a raise equivalent to that given any or all other Township Employees shall not be deemed a "reduction" as provided herein. D. In the event Employee desires to voluntarily resign his position with the Board before the expiration of the above term of this employment, then Employee shall give the Board thirty (30) days notice in advance, unless the parties agree otherwise in writing. In the event the Employee voluntarily resigns his position, he shall not be entitled to the severance pay provisions contained in Section 3A hereof. E. For the purposes of Section 3. hereof, "just cause" shall mean the following: (a) The Employee is convicted of a felony; (b) The Employee has failed or neglected to carry out his duties hereunder in any material and significant respect, or has been guilty of misfeasance, malfeasance, or nonfeasance in office for a period of thirty (30) days after written notice to him from the Board specifying the nature of such failure, neglect, misfeasance, malfeasance, or nonfeasance in office, unless such misfeasance, malfeasance, or nonfeasance is so egregious or of such a nature that it is of a criminal nature or it cannot be corrected. F. If the Employee is permanently disabled or is otherwise unable to perform his duties because of sickness, accident, injury, mental incapacity or health for a period of eight successive weeks beyond any accrued sick leave and vacation time, the Board shall have the option to terminate this Agreement, and Employee shall receive the Severance Compensation set forth under Paragraph 3A. above.

  • Performance Obligations The Purchaser shall have performed in all respects all obligations required to be performed by it under this Agreement at or prior to the Closing.

  • EMPLOYER OBLIGATION The Supplier shall comply with the requirements of the Pensions Act 2008 and the Transfer of Employment (Pension Protection) Regulations 2005.

  • Insurance Obligations Borrower fails to promptly perform or comply with any of the covenants contained in the Loan Documents with respect to maintaining insurance, including the covenants contained in Section 4.4.

  • Termination and Severance Executive shall be entitled to receive benefits upon termination of employment only as set forth in this Section 4:

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

Draft better contracts in just 5 minutes Get the weekly Law Insider newsletter packed with expert videos, webinars, ebooks, and more!