Special Severance Benefits. If your employment with Avid is involuntarily terminated by Avid without Cause pursuant to Section 3(a) or by you for Good Reason pursuant to Section 3(d), then you shall receive the following benefits as long as you continue to comply with your obligations under Section 8 of this Agreement and any Invention and Nondisclosure Agreement (or similar agreement) between you and the Company:
(a) Your base salary shall be continued in effect for a period of twelve (12) months from your Date of Termination (hereinafter called your "Severance Pay Period"). Avid will also pay you, during the thirteenth through twenty-fourth months following termination, on a semi-monthly basis, the amount by which your monthly base salary at the Date of Termination exceeds your monthly compensation from your new employer;
(b) You will receive incentive compensation payments in an aggregate amount equal to your target award for the calendar year immediately preceding the calendar year in which your Date of Termination occurs, payable in equal semi-monthly installments during the 12 months following the Date of Termination. You shall have no right to any pro-rated incentive compensation in respect of the year of termination;
(c) Notwithstanding any provision to the contrary in any Avid stock plan, or under the terms of any grant, award agreement or form for exercising any right under any such plan, any stock options or restricted stock awards held by you as of the Date of Termination shall become exercisable or vested, as the case may be, as to an additional number of shares equal to the number that would have been exercisable or vested as of the end of the 12 month period immediately following the Date of Termination. Nothing in this Agreement shall be construed to extend the time period within which any option may be exercised beyond the period specified in the applicable stock plan or under the terms of any grant, award agreement or form for exercising any right under any such plan;
(d) During the Severance Pay Period, in the event you elect to continue to participate in the Company's medical and dental plans to the extent permitted under COBRA, the Company shall pay the cost of such participation; and
(e) You shall be entitled to full executive outplacement assistance with an agency selected by Avid.
Special Severance Benefits. (a) If, during the specific time periods listed in subparagraph (b), the Employment is terminated by any of the specific events listed there, then the Executive will be entitled to the following benefits:
(i) The Company shall pay to the Executive an amount equal to three (3) times the sum of (A) the highest Base Salary in effect (i) during the 12 months immediately prior to the Termination Date or (ii) during the Employment, if the Employment has lasted less than 12 months plus (B) the average annual bonus earned by the Executive for the most recent three (3) fiscal years ending prior to the Termination Date, such amount to be paid in cash or immediately-available funds in a lump sum on the 60th day following the Termination Date.
(ii) The payments for insurance and other benefits set forth in Section 6.2 shall be extended by an additional 12 months.
(iii) The amounts payable under subparagraphs (i) and (ii) are in addition to any severance payments due to Executive under the provisions of Sections 6.1 and 6.2 as a result of such termination of Employment.
(b) The specific termination events and time periods in which the Executive will be entitled to the special severance benefits under Section 10.1(a)(i) above are as follows:
(i) the Executive’s Employment is terminated by the Company, for any reason other than Cause, at any time during the period beginning on the Change of Control date and ending on the date one year after the Change of Control date; or
(ii) the Executive Resigns for Good Reason at any time during the period beginning on the Change of Control date and ending on the date one year after the Change of Control date.
(c) In addition, all restricted stock, stock option or other equity compensation awards granted by the Company that were unvested immediately prior to the Change of Control date shall become fully vested as of the Change of Control date. The provisions of this Section 10.1(c) shall control except to the extent that the provisions of the applicable restricted stock, stock option or other equity award are more favorable.
(d) As a condition to providing the Executive with the special severance benefits under Sections 10.1(a)(i) and (ii), the Company will require the Executive to first execute a release consistent with the requirements of Section 6.1(b).
Special Severance Benefits. (a) If, during the specific time periods listed in subparagraph (b), the Employment is terminated by any of the specific events listed there, then the Executive will be entitled to the following benefits (“Special Severance Benefits”):
(1) all benefits that would be provided under this Agreement in the event of a termination of the Employment without Cause by the Company, with the Severance Payment paid as provided in subparagraph (c) below, instead of as provided in Section 6 of this Agreement; and
(2) a special, additional severance payment (“Special Severance Payment”) equal to one-half (.5) times the highest Base Salary in effect (i) during the 12 months immediately prior to the Termination Date or (ii) during the Employment, if the Employment has lasted less than 12 months.
(b) The specific termination events and time periods in which the Executive will be entitled to the Special Severance Benefits are as follows:
(1) the Executive’s Employment is terminated by the Company, for any reason other than Cause, at any time during the period beginning on the Change of Control Date and ending at 5 pm Houston time on the date two (2) years after the Change of Control Date; or
(2) the Executive Resigns for Good Reason at any time during the period beginning on the Change of Control Date and ending at 5 pm Houston time on the date two (2) years after the Change of Control Date.
(c) The Special Severance Payment and the Severance Payment required by this Agreement shall be made to the Executive, in cash or immediately-available funds, in a lump sum within 10 business days following the execution by Executive of a release.
(d) Payments pursuant to this Agreement shall not be deemed to constitute continued employment beyond the Termination Date.
(e) As a condition to providing the Executive with the Special Severance Benefits, the Company will require the Executive to first execute a release.
Special Severance Benefits. In the event you voluntarily terminate your employment with your Symantec Employer for any reason (other than a Resignation for Good Reason) within the first twelve (12) months following the Closing Date, then you will become entitled to the same severance benefits you would have received under your Change in Control Agreement with Veritas (the “Veritas Change in Control Agreement”) attached hereto as Exhibit A had your employment terminated on the Closing Date by reason of a Resignation for “
Special Severance Benefits. (a) If, during the specific time periods listed in subparagraph (b), the Employment is terminated by any of the specific events listed there, then the Executive will be entitled to the following benefits ("SPECIAL SEVERANCE BENEFITS"):
(1) all benefits, if any, that would be provided under the Employment Agreement in the event of a termination of the Employment without Cause by the Company, with any Severance Payment required by the Employment Agreement being paid as provided in subparagraph (c) below instead of as provided in the Employment Agreement;
(2) a special severance payment ("SPECIAL SEVERANCE PAYMENT") equal to one times the Executive's [annual] Base Salary;
(3) the insurance-related benefits required by the Employment Agreement, if any, to be provided by the Company in the event of a termination without Cause, for an additional one (1) year after the end of the time that such benefits are required to be provided under the Employment Agreement; and
(4) from and after the Termination Date until 5 pm Houston time on the date eighteen (18) months after the Termination Date, the Executive will be entitled to exercise any vested, unexpired, and previously-unexercised options to purchase the Company's stock.
(b) The specific termination events and time periods in which the Executive will be entitled to the Special Severance Benefits upon a Change of Control are as follows:
(1) the Executive's Employment is terminated by the Company, for any reason other than Cause, In Connection With a Change of Control;
(2) the Executive Resigns for Good Reason at any time during the period beginning on the Change of Control Date and ending at 5 pm Houston time on the date six (6) months after the Change of Control Date;
Special Severance Benefits. I, Xxxxxx X. Xxxxxxx, understand that on September 30, 2015 (“Release Date”), my employment with Ashland Inc. (the “Company” or “Ashland”) will end. I am signing this Separation Agreement and General Release in return for the special severance benefits offered to me by Ashland, which are more than would otherwise be provided to me upon termination. Specifically, I understand that I will receive the severance benefits more fully described in Attachment I (Summary of Benefits), which is hereby incorporated by reference.
Special Severance Benefits see Section 3.2.
Special Severance Benefits. In the event Executive’s employment terminates due to his death or Disability, or if he is terminated by Northrop Grumman without “Cause,” or if he terminates employment for “Good Reason,” then he shall be entitled to receive the following Special Severance Benefits, provided, however, that he first signs a release of claims in a form substantially similar to Exhibit C:
Special Severance Benefits. (a) If your employment with AKS is involuntarily terminated by AKS without Cause in accordance with Section 4(a), you voluntarily terminate your employment for Good Reason in accordance with Section 4(d), or you voluntarily terminate your employment after a Change In Control in accordance with Section 4(e), then you shall receive the following benefits:
(i) Severance pay equal to your base salary shall be paid for a period (hereafter, the "Severance Pay Period") of (1) 36 months from the Date of Termination, if the notice of your termination is given within 24 months after the occurrence of a Change In Control or (2) 24 months from your Date of Termination, if the notice of your termination is given at any time other than within 24 months after the occurrence of a Change In Control. The aggregate base salary payable in accordance with this Section 5(a)(i) shall be paid to you in a single, undiscounted, lump sum payment within ten (10) days following the Date of Termination unless you have requested, in writing, at any time prior to your Date of Termination to receive payments of your base salary in regular monthly payments throughout the Severance Pay Period.
(1) Within ten (10) days following the Date of Termination, you will receive a lump-sum payment equal in amount to the result obtained by application of the following formula: P = (x) times (y) times (z), where: P = the lump-sum payment;
(x) = twelve times your monthly base salary;
(y) = the fraction obtained by dividing your annual incentive compensation which was paid or is payable to you for the immediately preceding calendar year by your actual base salary for such year; and
(z) = 3.0 (if the notice of your termination is given within 24 months after the occurrence of a Change In Control, or 2.0 (if the notice of your termination is given at any time other than within 24 months after the occurrence of a Change in Control).
Special Severance Benefits. (a) If, during the course of your employment with the Company or any of its affiliates, you incur a Separation from Service other than (1) by reason of disability or death, (2) by the Company or any of its affiliates for Cause or (3) by you without General Good Reason, you will receive:
(i) An amount equal to three (3) years’ pay (defined as base pay and target bonus at the time of your Termination Date (as defined below)), payable as follows:
(A) If your Termination Date occurs prior to January 1, 2010, such amount shall be paid in cash to you in equal monthly installments (or more frequent installments as determined by the Company) over the Severance Period (as defined below) commencing on the last day of the month after the sixtieth (60th) calendar day following the Termination Date (the “Payment Date”); or
(B) If your Termination Date occurs on or after January 1, 2010, such amount shall be paid in cash to you in a single lump sum on your Payment Date.
