Severance Upon Involuntary Termination without Cause Clause Samples

Severance Upon Involuntary Termination without Cause. In the event that Employer causes to occur an involuntary termination without Cause (as defined in Section 7.10) of Executive’s employment with Employer during the Term of Employment and such involuntary termination qualifies as a “Separation from Service” under Section 409A (as hereinafter defined), Executive shall be entitled to a “Severance Package” that consists of the following: (a) a single cash lump-sum “Severance Payment” equal to one times the sum of (x) Executive’s annual rate of Base Salary in effect immediately prior to Executive’s termination of employment, and (y) the greater of (i) the bonus actually paid to Executive for the most recently completed fiscal year, and (ii) the minimum bonus that would have been paid to Executive for the entire fiscal year in which the termination occurs; (b) Employer’s direct-to-insurer payment of any group health premiums that Executive would otherwise have been required to pay for a period of one (1) year (subject to Executive’s eligibility for, and proper and timely election of continued group health benefits under the Consolidated Omnibus Budget and Reconciliation Act (“COBRA”)); and (c) immediate vesting of all outstanding LTIP Units (which shall, in accordance with the applicable award agreement, remain subject to achieving parity with common units of limited partnership interest in the Partnership), stock options, restricted stock, and other equity awards granted to Executive under any of Employer’s equity incentive plans; provided, however, that all of the following conditions are first satisfied: (a) Executive reaffirms Executive’s commitment to comply with all surviving provisions of this Agreement, including Section 9 and Section 10 hereof; and (b) Executive executes a Separation Agreement that includes a general release in favor of Employer and its parent, and all subsidiary and related entities, and their officers, directors, shareholders, employees and agents to the fullest extent permitted by law, drafted by and in a form reasonably satisfactory to Employer, and does not revoke the general release within any legally required revocation period, if applicable. All legally required and authorized deductions and tax withholdings shall be made from the Severance Payment, including for wage garnishments, if applicable, to the extent required or permitted by law. Effective immediately upon termination of employment, Executive shall no longer be eligible to contribute to or to be an active participant i...