Severance Payments and Benefits. (a) If a Change in Control occurs and within a period of twenty-four (24) months thereafter, Executive incurs a Separation from Service on account of (i) an involuntary termination by the Company for reasons other than death, Disability or Cause, or (ii) a voluntary termination elected by the Executive for Good Reason, then subject to (A) Executive signing and not revoking a separation and general release agreement (the “Release”) in a form provided by the Company as may be in use from time to time, and (B) Section 4 below, Executive shall (and the Company (or any successor thereto) shall pay, award and/or provide):
(1) receive a lump-sum cash severance payment in an amount equal to the sum of (a) two times (2x) Executive’s Annual Compensation; (b) the product of (x) Executive’s Long-term Incentive Award Value, multiplied by (y) a fraction, the numerator of which is the number of full and partial calendar months between January 1 of the year of Separation from Service and the date of the Executive’s Separation from Service (provided, however, that such numerator shall not exceed six (6)) and the denominator of which is twelve (12); and (c) the product of (x) the greater of (A) Executive’s target annual bonus amount for the year in which the Separation from Service occurs, or (B) the highest annual bonus paid to the Executive out of the three (3) prior bonuses paid to the Executive prior to the Executive’s Separation from Service, multiplied by (y) a fraction, the numerator of which is the number of full and partial calendar months between January 1 of the year of Separation from Service and the date of the Executive’s Separation from Service and the denominator of which is twelve (12); and
(2) receive eighteen (18) months of continued coverage under the Company’s group health plans (based on the level of the Executive’s coverage in effect on the date of the Executive’s Separation from Service), at the Company’s expense, subject to the Executive’s timely election of continuation coverage under the COBRA, it being understood that (a) in the event that the Executive becomes eligible to receive substantially similar or improved medical, dental or vision benefits from a subsequent employer (whether or not the Executive accepts such benefits), the Company’s obligations under this Section 3(a)(2) shall immediately cease, (b) the Executive will notify the Company of his eligibility for such benefits from a subsequent employer within thirty (30) days of such eligib...
Severance Payments and Benefits. Subject to the provisions of paragraph 8 below, in the event of a Termination, in lieu of the amount otherwise payable under paragraph 4 above, the Company shall:
(a) Pay the Executive a lump-sum payment in cash no later than ten (10) business days after the date of Termination equal to the sum of:
(i) The sum of: (A) the Executive’s base salary through and including the date of Termination and any bonus amounts which have become payable, to the extent either has not theretofore been paid; (B) a pro rata portion of the Executive’s annual bonus for the fiscal year in which the date of Termination occurs in an amount equal to: (1) the Executive’s Bonus Amount (as defined below), multiplied by (2) a fraction, the numerator of which is the number of days in the fiscal year in which the date of Termination occurs through and including the date of Termination, and the denominator of which is three hundred sixty-five (365); (C) accrued and unpaid vacation pay through and including the date of Termination; and (D) unreimbursed business expenses through and including the date of Termination;
(ii) An amount equal to the product of the Applicable Multiple (as defined below) and the Executive’s annual salary in effect immediately prior to the date of Termination; and
(iii) An amount equal to the product of the Applicable Multiple and the Executive’s Bonus Amount; Notwithstanding the provisions of this paragraph 6(a), with respect to any amounts which constitute a deferral of compensation subject to Code Section 409A and provided the Executive is a “Specified Employee” (as defined under Code Section 409A), such amounts shall be paid to the Executive on the date which is six (6) months after his or her date of Separation from Service.
(b) Continue to provide the Executive (and, if applicable, the Executive’s dependents), for a twenty-four (24) month period following the date of Termination, with the same level of benefits described in paragraph 4(d) of this Agreement upon substantially the same terms and conditions (including contributions required by the Executive for such benefits) as existed immediately prior to the date of Termination (or, if more favorable to the Executive, as such benefits and terms and conditions existed immediately prior to the Change of Control), provided, that if the Executive cannot continue to participate in the Company plans providing such benefits, the Company shall otherwise provide such benefits on the same after-tax basis as if continue...
Severance Payments and Benefits. In consideration of the covenants set forth herein and the waiver and release of claims set forth below, and provided that the Executive does not revoke this Agreement during the Revocation Period (as defined below), the Company shall provide the Executive with the following severance payments and benefits:
Severance Payments and Benefits. For purposes of this Agreement, the term "Severance Payments and Benefits" shall mean:
Severance Payments and Benefits. Subject to Sections 3(c), 5 and 6 of the Agreement:
Severance Payments and Benefits. If on or within 24 months following the consummation of a Change in Control, the Executive’s employment with the Company is terminated by the Company without Cause or by the Executive for Good Reason (each a “Qualifying Termination”), in addition to all accrued but unpaid salary and accrued vacation and unused paid time off, or PTO, the Company shall provide to the Executive a lump sum cash payment as set forth in (a) below, the continued benefits as set forth in (b) below, and the outplacement services set forth in (c) below.
Severance Payments and Benefits. Subject to Executive’s execution and non-revocation of this Release, Executive shall receive payments, severance benefits and benefits as described in Section 5(c) of the Employment Agreement or Section 4 of the Change of Control Agreement, as applicable.
Severance Payments and Benefits. If the Executive’s employment is terminated by either the Company or the Executive pursuant to any of subsections 4.01(b), 4.02(a) or 4.02(b), the following will apply:
(a) subject to section 4.04, on or before the specified date of termination, the Company will pay to the Executive, or as he may in writing direct, in cash or by certified cheque or bank draft, as liquidated damages, severance, compensation for loss of office, employment and benefits, and for termination of this agreement, and in addition to any amounts payable pursuant to Section 4.07, an amount equal to ONE AND ONE-HALF (1½) TIMES the sum of:
(i) the annual Base Salary then payable to the Executive,
(ii) the amount of the last bonus (if any) paid to the Executive hereunder,
(iii) an amount equal to the vacation pay which would otherwise be payable for the twelve (12) month period next following the date of termination;
(b) until the earlier of ONE (1) YEAR following the effective date of termination and the end of the month in which he commences employment with another employer that provides reasonably equivalent benefits to its senior executives as those provided by the Company to the Executive hereunder (but subject to his insurability), the Executive and his dependents will continue to be eligible for all employee life, medical, extended health and dental insurance and other benefits (other than disability insurance plans/benefits) under benefit plans and programs then in effect for executive and key management employees of the Company and the Company will provide the same or, at its option, will purchase substantially comparable benefits outside its existing plans and programmes, provided, however, that nothing in this subsection 4.03(b) will be construed as limiting the Company’s right to terminate or amend generally any such employee benefit plan(s) or programme(s) at any time;
(c) the Company will, on or before the effective date of termination, provide to the Executive a positively-worded, mutually agreeable letter of reference, over the signature of the Chairman of the Board, a member of the management or executive committee of the Board or a senior executive of the Company and will undertake that all employment enquiries regarding the Executive will be answered in a manner consistent with the letter of reference; and
(d) the Company will reimburse the Executive for outplacement and financial counselling, job search or relocation expenses, and tax planning services actually incur...
Severance Payments and Benefits. 3.1 If the Executive incurs a Severance, the Executive shall be entitled to receive from the Employer (i) the Severance Payment and (ii)
Severance Payments and Benefits. In consideration of the payments in this Section 1(a), Executive hereby agrees to execute and not revoke the Release and Waiver of Claims attached hereto as Exhibit A (the “Release”). Provided that the Release becomes effective in accordance with the terms set forth therein (such date the Release becomes effective, the “Effective Date”), and so long as Executive continues to comply with the restrictive covenants and representations in Section 6 of the Employment Agreement, Executive will receive the following severance payments:
