Severance Payment and Other Consideration Sample Clauses

Severance Payment and Other Consideration. In exchange for the release, promises and other consideration provided by Executive pursuant to this Agreement, the Company agrees as follows: (a) The Company agrees to make the following severance payments to Executive which, in the aggregate, amount to one and one-half (1.5) times his current Base Salary:: (i) an initial severance payment in the amount of Three Hundred Thousand Dollars ($300,000) shall be paid to Executive on March 14, 2012, on the condition that he signs and does not revoke the First Reaffirmation Agreement; and (ii) a subsequent severance payment in the amount of Four Hundred Eighty Thousand Dollars ($480,000) shall be paid to Executive no later than thirty (30) days after the Resignation Date, on the condition that he signs and does not revoke the Second Reaffirmation Agreement (these payments are collectively referred to herein as the “Severance Payments”). Required taxes and other appropriate withholdings shall be withheld from the Severance Payments. (b) If Executive properly elects continuation of health insurance benefits pursuant to COBRA, then from the Resignation Date until one (1) year thereafter, Executive will pay the same portion of such premiums as if Executive remained employed for such period and the Company shall be responsible for the remainder and thereafter Executive shall be responsible for paying 100% of such premiums; provided, however, that if Executive becomes reemployed with another employer and is eligible to receive health insurance benefits under another employer-provided plan, the payments by the Company described herein shall cease at such time. (c) In regard to Executive’s vested stock options, the Company agrees that Executive may exercise such options on the condition that he does so no later than the calendar date(s) that are specified in each applicable award agreement as the date(s) on which Executive’s right to exercise the options shall expire. By way of example, the stock options granted to Executive on March 11, 2008, shall be exercisable by him until March 11, 2018. (d) The Company acknowledges that during Executive’s employment with the Company, he was granted certain equity awards. Executive’s vested equity awards shall be exercisable pursuant to the terms of the applicable stock incentive plans and award agreements. Except for those equity awards set forth on the attached Exhibit C and which are designated in that exhibit as having vested (such designation is indicated by the notation “Yes” ...
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Severance Payment and Other Consideration. (a) This Agreement is made effective by Employee signing and returning the Agreement to API. On or after the eighth (8th) day after Employee signs and returns the Agreement (the “Effective Date”), API will continue to pay Employee’s biweekly salary of Nineteen Thousand Two Hundred Three Dollars and Seventy-Seven Cents ($19,203.77) (less withholdings and standard deductions required by law) for a period that ends the sooner of the date: (i) that is thirteen (13) biweekly pay periods after the Effective Date; or (ii) that Employee accepts a position of full- or part-time employment (other than Employee’s acceptance of a position as an independent contractor in a bona fide consulting relationship to which Employee devotes less than 15 hours per week) with any Person and begins work at that position (the “Severance Period”), payable to Employee via direct deposit on API’s regular paydays. In the event Employee accepts a position of full- or part-time employment with any Person and begins work at that position within the Severance Period, Employee must notify API in writing at API Technologies Corp., 0000 X. Xxxxxx Xxxxxxxx Xxxx, Xxxxx 000, Xxxxxxx, Xxxxxxx 00000, Attn: Chairman of the Board, or at such other address designated by API in writing, within seven (7) days of Employee’s acceptance of the position. (b) If Employee timely elects, pursuant to the Comprehensive Omnibus Budget Reconciliation Act (“COBRA,”) to continue participation in the group medical and dental plan, including any executive supplemental health plan, in which Employee and Employee’s dependents are currently enrolled, API will pay the full monthly premium for Employee and Employee’s dependents’ coverage, for the first twelve (12) months of such COBRA continuation, up through and including February 29, 2016. After this twelve- (12-) month period, any further participation in API’s group medical and dental plan pursuant to COBRA will be at the expense of Employee and will be governed by the applicable plan provisions and the provisions of COBRA. If Employee receives health and/or dental coverage through another employer during the twelve- (12-) month period, this COBRA benefit will terminate. In the event Employee receives coverage through another employer during this twelve- (12-) month period, Employee must notify API in writing at API Technologies Corp., 0000 X. Xxxxxx Xxxxxxxx Xxxx, Xxxxx 000, Xxxxxxx, Xxxxxxx 00000, Attn: Chairman of the Board, or at such other address designated by A...
Sample 1
Severance Payment and Other Consideration. In exchange for the Release in Section 6 and the covenants contained in this Agreement and the Future Consultation described in Section 6, the Company shall provide the following to Employee:
Sample 1
Severance Payment and Other Consideration. API, in consideration for the promises contained herein, agrees as follows: (a) API will continue to pay Employee’s weekly salary of two thousand four hundred three and 85/100 ($2403.85) (less withholdings and deductions required by law) for fifty-two (52) weekly pay periods (the “Severance Period”), payable to Employee via direct deposit on API’s regular paydays. Such payments shall begin within 14 days after the Effective Date. The payments due to Employee pursuant to this Section 3(a) cannot be offset by amounts due from Employee to API pursuant to any cause of action or claim, except as set forth in Section 9(d) and 10(h). (b) API and Employee agree that no amounts are due to Employee for accrued and unpaid vacation as of the Separation Date. (c) API will pay the monthly lease payments of $652.00 due under Employee’s car lease with Smithtown Motors Corp. for a period of twelve months from the Separation Date. (d) From the Separation Date until the Effective Date, and during the Severance Period, API shall continue Employee’s coverage under its medical and dental plans (the “Medical Plans”) at the same benefit level Employee received immediately prior to the Separation Date. Notwithstanding the foregoing, in no event will API pay for or continue Employee’s coverage under the Medical Plans during the Severance Period if Employee becomes eligible for coverage under another group health plan. After the Severance Period, Employee will no longer be covered by API’s Medical Plans. At that time, Employee will have any conversion rights available under the Medical Plans and as otherwise provided by law, including the Comprehensive Omnibus Budget Reconciliation Act (“COBRA”). The period during which Employee will be entitled to continuation coverage under COBRA shall begin on the day after the Severance Period. If Employee elects to continue coverage under the Medical Plans, Employee shall be responsible for the payment of premiums, as permitted by law. Employee agrees to immediately notify API in writing, if Employee becomes eligible for such coverage under another group health plan. Such notice shall be given to API Electronics Group Corp. c/o Filtran Ltd., 000 Xxxxxxxxx Xxxx, Xxxxxx, Xxxxxxx X0X 0X0, Attn: Chief Financial Officer. (e) From the Separation Date until the Effective Date, and during the Severance Period, API shall continue Employee’s coverage under its Short Term Disability, Long Term Disability, Group Life Insurance and the Accidental Death and ...
Sample 1
Severance Payment and Other Consideration. In exchange for the release, promises, and other consideration provided by Xxxxxxxxx pursuant to this Agreement, The City agrees as follows: a. The City agrees to make a severance payment to Xxxxxxxxx in an amount equal to six (6) months’ salary ($ ) upon separation (“Severance Payment”). Required taxes and other appropriate withholdings shall be withheld from the Severance Payment. The City will issue the applicable IRS and/or tax documents related to the Severance Payment. In addition, the City shall pay Xxxxxxxxx the sum of Thirty Thousand Dollars ($30,000) as “Additional Compensation” to make Hawthorne whole for losses and damages potentially incurred. Both the Severance Payment and the Additional Compensation shall be paid to Hawthorne within seven
Sample 1
Severance Payment and Other Consideration. API, in consideration for the promises contained herein, agrees and states as follows: Pursuant to that certain Non-Statutory Stock Option Agreement, dated January 21, 2011, Employee was granted a fully vested option to acquire 147,000 shares of Common Stock of the Company (“Option”). API agrees to extend the time period which Employee has to exercise the Option until January 21, 2021. The consideration described in this Paragraph 4 reflects consideration provided to Employee over and above anything of value to which Employee is already entitled. In providing the benefits specified in this Xxxxxxxxx 0, XXX makes no representation as to the tax consequences or liability arising from said benefits or any other benefit described in this Paragraph 4. Moreover, the parties understand and agree that any tax consequences and/or liability arising from any benefits to Employee set forth in this Paragraph 4 shall be the sole responsibility of Employee. Employee acknowledges and agrees that he will pay any and all income tax which may be determined to be due in connection with the benefits described in this Paragraph 4. Employee also agrees to indemnify API from all tax and/or other liability (including, but not limited to, fines, penalties, interest, and costs) arising from or relating to any benefit described in this Paragraph 4 and/or imposed by the Internal Revenue Service, the State of New York, or any other taxing agency or tribunal as a result of API’s failure to withhold taxes on the benefits described in this Paragraph 4 or any portion thereof. Employee acknowledges and agrees that the consideration and sums included in this Paragraph 4 and Paragraph 3 are the maximum sums ever to be due to Employee from API, and he hereby relinquishes and waives any rights to other forms of payment or benefits under any other policy, practice, agreement or plan between Employee and API, whether written, oral, express or implied, including any rights in Employee’s Offer Letter. Employee further agrees that the extension of the exercise period for the Option, as described in this Paragraph 4 is contingent on this Agreement remaining in full force and effect.
Sample 1

Related to Severance Payment and Other Consideration

  • Vacation and Other Benefits Each Contract Year, Executive shall be entitled to four (4) weeks of paid vacation in accordance with Employer’s applicable policies and procedures for executive-level employees. Executive shall also be eligible to participate in and receive the fringe benefits generally made available to other executive-level employees of Employer in accordance with and to the extent that Executive is eligible under the general provisions of Employer’s fringe benefit plans or programs; provided, however, that Executive understands that these benefits may be increased, changed, eliminated or added from time to time during the Term as determined in Employer’s sole and absolute discretion.

  • Compensation and Other Benefits Subject to the provisions of this Agreement, the Company shall pay and provide the following compensation and other benefits to the Executive during the Term as compensation for services rendered hereunder:

  • Expense Reimbursement and Other Benefits (a) During the term of Executive’s employment hereunder, pursuant to Applica’s Travel and Expense Policy and upon the submission of proper substantiation by the Executive, including copies of all relevant invoices, receipts or other evidence reasonably requested by Applica, Applica shall reimburse the Executive for all reasonable expenses actually paid or incurred by the Executive in the course of and pursuant to the business of Applica or any Affiliates. (b) Executive shall participate in Applica’s Group Health and Hospitalization Plan, Group Life Insurance Plan, Group Disability Insurance Plan and all other insurances, or insurance plans (collectively, the “Welfare Benefits”), and executive benefits and bonuses covering Applica’s executive officers as are now or may in the future be in effect, subject to applicable eligibility requirements. Additionally, Applica shall provide the Executive with life insurance in an amount equal to five times his Base Salary. During the Term, Applica shall pay for (i) the Executive’s annual dues in a country club and (ii) tax preparation and financial planning for the Executive on an annual basis up to a maximum of 1% of his base salary. (c) During the Term, Applica shall provide Executive with a monthly automobile allowance of $975. (d) During the Term, the Executive will be entitled to four weeks’ paid vacation for each year. The Executive will also be entitled to the paid holidays and other paid leave set forth in Applica’s policies. Vacation days and holidays during any fiscal year that are not used by the Executive during such Fiscal Year may not be carried over and used in any subsequent Fiscal Year.

  • Salary and Other Compensation As compensation for the services to be rendered by the Employee to the Company pursuant to this Agreement, the Employee shall be paid the following compensation and other benefits:

  • Insurance and Other Benefits During the Employment Period, the Executive and the Executive’s dependents shall be entitled to participate in the Company’s insurance programs and any ERISA benefit plans, as the same may be adopted and/or amended from time to time (the “Benefits”). The Executive shall be entitled to paid personal days on a basis consistent with the Company’s other senior executives, as determined by the Board. The Executive shall be bound by all of the policies and procedures established by the Company from time to time. However, in case any of those policies conflict with the terms of this Agreement, the terms of this Agreement shall control.

  • Rent and Other Payments This paragraph contains detailed commercial terms. ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ .

  • Executive Perquisites, Benefits and Other Compensation Executive shall be entitled to receive additional benefits and compensation from the Company in such form and to such extent as specified below: (i) Payment of all premiums for coverage for Executive and his dependent family members under health, hospitalization, disability, dental, life and other insurance plans that the Company may have in effect from time to time, benefits provided to Executive under this clause (i) to be at least equal to such benefits provided to Metals executives. (ii) Reimbursement for all business travel and other out-of-pocket expenses reasonably incurred by Executive in the performance of his services pursuant to this Agreement. All reimbursable expenses shall be appropriately documented in reasonable detail by Executive upon submission of any request for reimbursement, and in a format and manner consistent with the Company's expense reporting policy. (iii) The Company shall provide Executive with other executive perquisites as may be available to or deemed appropriate for Executive by the Board and participation in all other Company-wide employee benefits as are available from time to time.

  • Fees, Expenses and Other Payments (a) Except as otherwise provided in this Agreement, all costs and expenses, including, without limitation, fees and disbursements of counsel, financial advisors and accountants, incurred by the parties hereto shall be borne solely and entirely by the party which has incurred such costs and expenses (with respect to such party, its "Expenses"); provided that, except in the event that the payment provided in Section 8.5(b) becomes payable, if DOCP breaches any material term of this Agreement or if the Merger is not consummated, and this Agreement is thereafter terminated, and within one year of the date of such termination DOCP enters into an agreement respecting an Alternative Transaction, DOCP shall pay the reasonable fees and expenses of one firm of legal counsel advising the Management Investor, up to $50,000, plus 50% of any such fees in excess of $50,000, for the benefit of the Management Investor in connection with the transactions contemplated hereby. (b) If (i) this Agreement shall be terminated by Buyer pursuant to Section 8.1(e) or by Buyer or DOCP pursuant to Section 8.1(f), or (ii) (A) after the date of this Agreement any person or "group" (within the meaning of Section 13(d)(3) of the Exchange Act) shall have publicly made a proposal with respect to an Alternative Transaction, (B) the Offer shall have remained open until at least the scheduled expiration date immediately following the date such proposal is made, (C) the Minimum Condition shall not have been satisfied at the expiration of the Offer and (D) this Agreement shall thereafter be terminated pursuant to Section 8.1(d), then DOCP shall pay to Buyer $3,000,000 plus all Expenses of Buyer, CSX, NSC and the Management Investor as promptly as practicable but not later than two business days after termination of this Agreement (unless required simultaneously with termination under Section 8.1(f)) by wire transfer of immediately available funds to an account designated by Buyer.

  • Servicing and Other Compensation The Servicer, as compensation for its activities hereunder, shall be entitled to receive, on or prior to each Distribution Date, the amounts provided for as the Servicing Fee and as reimbursement for Nonrecoverable Advances, Servicing Advances and reimbursement for Advances, all as specified by Section 5.09. The amount of compensation or reimbursement provided for shall be accounted for on a Mortgage Loan-by-Mortgage Loan basis. Additional servicing compensation in the form of assumption fees, prepayment fees and late payment charges shall be retained by the Servicer, to the extent permitted by applicable law. The Servicer shall be required to pay all expenses incurred by it in connection with its servicing activities hereunder (including the fees and expenses of the Trustee and any Sub-Servicer) and shall not be entitled to reimbursement therefor except as specifically provided in Sections 5.09 and 5.21.

  • COMPENSATION AND OTHER FEES As compensation for the services provided by Xxxxxx xxxxxxxxx, the Company agrees to pay to Xxxxxx: (A) The fees set forth below with respect to the Placement: 1. A cash fee payable immediately upon the closing of the Placement and equal to 6% of the aggregate gross proceeds raised in the Placement. Additionally, a cash fee payable within 48 hours of (but only in the event of) the receipt by the Company within 12 months of the Closing Date of any proceeds from the exercise of the Warrants sold in the Placement that are solicited by the Placement Agent and otherwise in compliance with Financial Industry Regulatory Authority (“FINRA”) Rule 5110 equal to 5% of the aggregate cash exercise price received by the Company upon such exercise, if any (the “Warrant Solicitation Fee”), provided, however, the Warrant Solicitation Fee shall be reduced (before any reduction to the Xxxxxx Warrants described in the last sentence of Section A.2 below or any reduction to the expense reimbursement to Xxxxxx in Section B below) to the extent (and only to the extent) that Xxxxxx’x aggregate compensation for the Placement, as determined under FINRA Rule 5110, would otherwise exceed 8%. Such determination of the actual Warrant Solicitation Fee shall be made promptly following completion of the Placement and communicated in writing to the Company. 2. Such number of warrants (the “Xxxxxx Warrants”) to be issued to Xxxxxx or its designees at the Closing to purchase shares of Common Stock equal to 5% of the aggregate number of Shares sold in the Placement. The Xxxxxx Warrants shall have the same terms as the Warrants (if any) issued to the Purchasers in the Placement except that the exercise price shall be at least 125% of the public offering price per share, but in any event not less than the Warrant exercise price, and the expiration date shall be November 27, 2012. The Xxxxxx Warrants shall not have antidilution protections or be transferable for six months from the date of the Offering except as permitted by FINRA Rule 5110, and further, the number of Shares underlying the Xxxxxx Warrants shall be reduced if necessary to comply with FINRA rules or regulations. Such determination of the actual number of Shares underlying the Xxxxxx Warrants shall be made promptly following completion of the Placement and communicated in writing to the Company. (B) The Company also agrees to reimburse Xxxxxx’x expenses (with supporting invoices/receipts) up to a maximum of 0.8% of the aggregate gross proceeds raised in the placement, but in no event more than $30,000 and only in the event the Placement has been consummated. If payable, such reimbursement shall be paid immediately upon the closing of the Placement.

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