Special Severance. In the event of a termination pursuant to Subsection 7(a) of this Agreement, Special Severance shall consist of a total amount equal to 0.500 times the sum of Employee’s most recent annual base salary and annual target incentive, payable in equal installments on the same pay schedule as in effect at the time of termination over a period of twelve (12) months from the date of termination. Employee shall also be entitled to the payment of premiums owed for COBRA and/or CalCOBRA insurance benefits and the continuation of the financial, tax and estate planning services (on the then-existing terms and conditions) through the period during which Employee is receiving Special Severance. In addition, the Company shall offer to provide, at Company expense, up to one (1) year of outplacement services through a professional outplacement firm of the Company’s choosing.
Special Severance. Following the expiration or termination of this Agreement by breach or passage or time, if the Executive's employment at any time is terminated without cause, then the Company shall pay the Executive as Special Severance compensation an amount equal to 2.99 times the then current annual Base Salary, payable in 24 equal monthly installments, subject to Section V. F. below. This Special Severance payment shall be reduced by standard withholding and other authorized deductions.
Special Severance. In the event of a termination pursuant to Subsection 7(a) of this Agreement, Special Severance shall consist of a total amount equal to 0.500 times the sum of Employee's most recent annual base salary and annual target incentive, payable in equal installments on the same pay schedule as in effect at the time of termination over a period of twelve (12) months from the date of termination. Employee shall also be entitled to the payment of premiums owed for COBRA insurance benefits and the continuation of the financial, tax and estate planning services (on the then-existing terms and conditions) through the period during which Employee is receiving Special Severance. In addition, the Company shall offer to provide, at Company expense, up to one (1) year of outplacement services through a professional outplacement firm of the Company's choosing.
(i) Conditions on Receiving Special Severance. Notwithstanding anything else to the contrary, it is expressly understood that any obligation of the Company to pay Special Severance pursuant to this Agreement shall be subject to Employee's continued compliance with the terms and conditions of Sections 8 and 11; Employee's continued forbearance from directly, indirectly or in any other way, disparaging the Company, its officers or employees, vendors, customers, products or activities, or otherwise interfering with the Company's press, public and media relations; and Employee's execution, prior to receiving any Special Severance, of an effective release in the form attached hereto as Exhibit B within the time period set forth therein (but in no event later than sixty (60) days after the date of termination of employment). Additionally, none of the Special Severance benefits will be paid or otherwise delivered prior to the effective date of the release, so that amounts otherwise payable prior to the release effective date will accrue and be paid as soon as administratively practicable, except as required by Subsection 7(h) below. Employee agrees that payment of Special Severance pursuant to this subsection shall be in lieu of, and not in addition to, any other payment that Employee might otherwise be entitled to, including, but not limited to, payments under any state or federal Worker Adjustment and Retraining Notification Act, any similar statute, or as provided for under common law.
(ii) Payment in lieu of COBRA. Notwithstanding anything else to the contrary, if the Company determines, in its sole discretion, that the C...
Special Severance. Should the Company and an employee, with Union advice and assistance, determine that an early retirement or voluntary severance resignation would be to the benefit of the parties the language in this article will not limit the discussion surrounding any severance package if applicable.
Special Severance. (i) Amount in the Event of a Termination Pursuant to Sections 7(a) or 7(c). In the event of a termination pursuant to Sections 7(a) or 7(c) of this Agreement, Special Severance shall consist of (A) paying to Employee severance payments at the rate of Employee’s then current base salary from the date of termination until December 15, 2011 (prorated for any partial years), which payments shall be payable in equal installments on the same pay schedule as in effect at the time of termination; (B) if Employee makes a timely election for continued health insurance coverage pursuant to COBRA, then subject to Employee’s continued eligibility for such COBRA and/or CalCOBRA insurance benefits, the payment of premiums owed for such COBRA and/or CalCOBRA insurance benefits until the later of December 15, 2011 or one year after the date of termination; and (C) no other severance.
Special Severance. In the event that Zimmer terminates your employment following a Change in Control (as defined below), and provided that your termination occurs after the Effective Date and prior to the first anniversary of the date of the Spin-Off, and provided further that you do not at such time immediately become reemployed by Xxxxxxx-Xxxxx Squibb or any of its affiliates, at the time of your termination, Zimmer will provide you with a special severance payment equal to three times the sum of (i) the higher of your annual base salary in effect immediately prior to the occurrence of the event or circumstance upon which your termination is based or in effect immediately prior to the Change in Control, and (ii) the aggregate amount of your target annual bonus payment under the Zimmer Performance Incentive Plan (or any similar bonus plan of Zimmer then in effect) in effect immediately prior to the occurrence of the circumstances giving rise to your termination (provided that if it is not practicable to determine the amount that your aggregate target bonus would have been for the year of your termination, then your target annual bonus payment will be deemed to be the amount of the largest aggregate annual bonus paid to you during the five years immediately prior to the year in which you are terminated).
Special Severance. The Company shall continue the employment of each of Xxxxxx X. Xxxxx, Xxxxxx X. Xxxxx, Xxxxxxx X. Xxxxx, and Xxxxxx X. Xxxxxxxxxx (each, a "Designated Officer") for a period of not less than six (6) months (the "Initial Period") after the Effective Time at salaries at least equal to those in effect for each Designated Officer on the date hereof. If during the period commencing on the first day after the expiration of the Initial Period and ending on the second anniversary of the Effective Time (the "Protected Period") the Company or any successor thereto discharges any Designated Officer other than for Cause (as defined on Exhibit A hereto) or by reason of the Designated Officer's death, or if the Designated Officer resigns for Good Reason (as defined on Exhibit A hereto) the Company or any successor thereto shall:
(A) make a lump sum payment to such Designated Officer of an amount equal to one week's pay for each of the Designated Officer's years of service, calculated in accordance with paragraph 1 of this Statement of Principles;
(B) provided that such Designated Officer enters into, and does not breach in any material respect Parent's customary release and 12 month non-compete agreement (with respect to the material business or businesses in which such Designated Officer was engaged at any time during the 24 month period prior to termination), pay such Designated Officer, over the ensuing 12 months, an amount equal to, and on essentially the same schedule as, the base salary that would have been paid to such Designated Officer if he had remained employed for those 12 months at the base salary in effect on the date of his termination;
(C) continue the medical coverage in effect for such Designated Officer on the date of his termination for the remainder of the Protected Period; and
(D) provide such Designated Officer appropriate outplacement services. If any payment to be made hereunder, together with the other payments and benefits that the Designated Officer is entitled to receive from the Company or any successor thereto would be subject to the excise tax imposed by (S)4999 of the Internal Revenue Code of 1986 (as amended) (the "Code"), the payments to be made hereunder shall be reduced, but only to the extent necessary in the opinion (a copy of which shall be furnished to the Designated Officer) of Parent's independent auditors so that those payments will be deductible by the Company or any successor under Code (S)280G and not subject to excise tax ...
Special Severance. If the Company terminates this Agreement or Executive’s employment hereunder without Cause (as defined in Section 4 of the Agreement), the Company shall: (i) pay the Executive, as a special severance pay, an amount equal to six (6) months of his then-current Salary payable in a lump sum payment within sixty (60) days following the effective termination date; and (ii) pay the Executive within thirty (30) days following the effective termination date any portion of the bonus compensation that Executive would otherwise be entitled to receive during the six (6) month period following the termination if his employment would not have been terminated. Notwithstanding anything to the contrary, none of the foregoing compensation (or any other except as required by applicable law) shall be payable to Executive unless or until Executive executes and delivers a full and general waiver and release to the Company (in favor of the Company, its successors, assigns, Board members, officers, employees, affiliates, subsidiaries, parent companies and representatives), in a form reasonably acceptable to the Company and Executive, such waiver and release to be delivered by Executive simultaneously with payment of the compensation set forth in items (i) and (ii) of this Section 12 (unless applicable law requires a longer time period, in which case this date will be extended to the minimum time required by applicable law).
Special Severance. (i) Amount in the Event of a Termination Pursuant to Sections 7(a) or 7(c). In the event of a termination pursuant to Sections 7(a) or 7(c) of this Agreement, Special Severance shall consist of a total amount equal to 1.0 times the sum of Employee's then current annual base salary and annual target bonus, payable in equal installments on the same pay schedule as in effect at the time of termination over a period of twenty-four (24) months from the date of termination; the payment of premiums owed for COBRA and/or CalCOBRA insurance benefits for a period of twenty-four (24) months from the date of termination; and no other severance.
(ii) Amount in the Event of a Termination Pursuant to Section 9. In the event of a termination pursuant to Section 9 of this Agreement, then Special Severance shall consist of a total amount equal to 1.5 times the sum of Employee's then current annual base salary and annual target bonus, payable in equal installments on the same pay schedule as in effect at the time of termination over a period of thirty-six (36) months from the date of termination; the payment of premiums owed for COBRA and/or CalCOBRA insurance benefits for a period of thirty-six (36) months from the date of termination; and no other severance.
(iii) Amount in the Event of a Subsequent Change in Control. Notwithstanding any other provisions to the contrary, if a Change in Control (as defined in Exhibit A) occurs within six (6) months following a termination of Employee's employment under this Agreement pursuant to Sections 7(a) or 7(c), and that Change in Control is the direct result of discussions or undertakings that were ongoing as of the date of such termination, then the amount of Special Severance shall be calculated in accordance with Section 7(g)(ii).
Special Severance. If Xx. Xxxxxx remains continuously employed until the Transition Date, resigns effective the Transition Date as CFO, and then until the Retirement Date fully and in good faith provides Valspar with cooperation on any necessary transition of the duties and responsibilities of the CFO position, Valspar will offer her a separation agreement, a copy of which is marked Exhibit B hereto, that contains the terms and conditions of the Special Severance. For the avoidance of doubt, “cooperation” includes, but is not limited to, signing a certification to Valspar’s CFO, if so requested, in connection with Valspar’s filing of any Form 10-K or Form 10-Q report with the Securities and Exchange Commission on or before the Retirement Date, with such certification substantially to the effect of the certifications attached as Exhibits 31.2 and 32.1 to Valspar’s Form 10-K and Form 10-Q filings, covering the period of time through the Transition Date.
