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. 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, 2012 (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, 2012 or one year after the date of termination; and (C) no other severance.
Special Severance. In the event that Xxxxxx 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, Xxxxxx 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 Xxxxxx Performance Incentive Plan (or any similar bonus plan of Xxxxxx 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:
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. If the Employment Period ends early pursuant to paragraph 5 on account of a Special Termination, the Company shall pay Executive an amount equal to the product of (A) the sum of his Base Salary at the time of such termination plus the Pro-Rata Bonus, multiplied by (B) 2, which amount shall be paid to Executive in equal installments over the 12-month period following Executive’s Special Termination, in accordance with the Company’s normal payroll practices. Further, if Executive and/or his eligible dependents elects continuation coverage under the Company’s medical plan pursuant to COBRA, the Company shall reimburse Executive (provided such reimbursement does not result in any taxes or penalties for the Company) for the full amount of Executive’s COBRA premium payments for such coverage for Executive until the earlier of (i) Executive’s eligibility for any such coverage under another employer’s or any other medical plan or (ii) the date that is eighteen (18) months following the Special Termination. It is expressly understood that the Company’s payment obligations under this subparagraph 6(b) shall cease in the event Executive breaches any of the agreements in paragraph 7 hereof. Each payment under this subparagraph 6(b) shall be considered a separate payment and not one of a series of payments for purposes of Section 409A of the Internal Revenue Code of 1986, as amended. Any payment under this subparagraph 6(b) that is due during the 60-day period following Executive’s Qualifying Termination or Special Termination, as applicable, shall not be paid during such 60-day period but instead shall be paid to Executive in a single lump sum on the first payroll date after such 60-day period; provided that Executive executes and does not revoke the release in accordance with the requirements of subparagraph 6(c). Executive shall not be required to mitigate the amount of any payment provided for in this Agreement by seeking or accepting other employment, and the amount of such payments shall not offset or reduced by any amounts received by Executive from any other source.
Special Severance. Section 19(a) of the First Amended Agreement is hereby amended to read:
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.
