SPECIAL TERMINATION PAYMENT Clause Samples

SPECIAL TERMINATION PAYMENT. For purposes of this Agreement, the "Special Termination Payment" shall mean an aggregate amount of money equal to the product of three (3) multiplied by the sum of the Executive's annual base salary as in effect at the time of the termination giving rise to the Special Termination Payment, or if greater the annual base salary in effect for the calendar year prior to the date of termination, plus the greater of (i) the annual bonus the Executive received during the preceding calendar year or (ii) the largest annual bonus the Executive would have received if his employment had not been terminated in the calendar year in which his employment was terminated assuming that all targets and incentives are met (regardless of actual results and criteria). In the event that the Company does not pay the Special Termination Payment by the due date specified in this Agreement, then the unpaid amount shall bear interest at the rate of 18 percent per annum, compounded monthly, until it is paid.

SPECIAL TERMINATION PAYMENT. If Employee's employment shall be terminated by ASC (other than for Cause, Disability, or death) within 12 months after a Change in Control or if Employee terminates his employment for Good Reason, ASC shall pay Employee an aggregate amount equal to one full year's Base Salary as in effect at such time (the "Special Termination Payment"). ASC shall pay such amount in 12 equal monthly installments beginning on the first day of the calendar month immediately after the date of such termination and on the first day of each of the next eleven calendar months thereafter.

SPECIAL TERMINATION PAYMENT. As an inducement to the Buyer to negotiate and enter into this Agreement and to undertake the further cost and expense of conducting its due diligence investigation and preparing to satisfy its obligations at the Closing, the Company hereby agrees to pay to the Buyer the sum of Five Hundred Thousand Dollars ($500,000) in the event that this Agreement is terminated by the Buyer pursuant to Section 10.1(f) above. Such payment shall be made promptly upon demand by the Buyer therefor in immediately available funds. The Company is a party to this Agreement solely for the purpose of this Section 10.6.

SPECIAL TERMINATION PAYMENT. For purposes of this Agreement, the "Special Termination Payment" shall mean an aggregate amount of money equal to the product of the number of years (including fractional years) remaining in the Employment Term (assuming that this Agreement had not been terminated), multiplied by the sum of the Executive's annual Base Salary as in effect at the time of the termination giving rise to the Special Termination Payment, or if greater, the annual Base Salary in effect for the calendar year prior to the date of termination, plus the greater of (i) the annual Bonus the Executive received during the preceding calendar year or (ii) the largest annual Bonus the Executive would have received if his employment had not been terminated in the calendar year in which his employment was terminated assuming that all targets and incentives are met (regardless of actual results and criteria). In the event that the Company does not pay the Special Termination Payment or the Gross-Up Payment (as defined below) by the due date specified in this Agreement, then the unpaid amount shall bear interest at the rate of 18 percent per annum, compounded monthly, until it is paid. In the event that the Special Termination Payment is made on account of the Executive's employment being terminated (i) by the Executive for Good Reason, pursuant to Section 7 of this Agreement, or (ii) by the Company for any reason other than death, pursuant to Section 5 of this Agreement, then the Company shall continue to provide the Executive with the Executive Benefits (as described in Section 3.b) at no cost to the Executive in no less than the same amounts and on the same terms and conditions that would have applied had he remained employed by of the Company for the remainder of the Employment Term and such continuation should be considered to be an additional Special Termination Payment.

SPECIAL TERMINATION PAYMENT. 12.1. In the event that the Executive’s employment is terminated by the Company without Cause or the Executive resigns for Good Reason, or, in case that during the Term, a Change in Control of the Company shall have occurred, and Executive has resigned for Good Reason, or was terminated other than for Cause, within ninety (90) days from the occurrence of such change in control of the Company and provided that the Executive executes and delivers a separation and release agreement in a form acceptable to the Company (the “Release”) within twenty-one (21) days after the Executive’s date of termination (unless applicable law requires a longer time period, in which case this date will be extended to the minimum time required by applicable law) and does not revoke or breach such agreement, the Company shall pay the Executive a special one-time gross amount equal to twelve (12) months’ Salary (at the Salary in effect on the date of termination) (less any applicable payroll deductions and tax withholdings), payable as a lump sum payment no later thirty (30) days following the effective date of the Release. 12.2. For purposes of this Section 12, a “change in control of the Company” shall mean, a change of control of a nature that would be required to be reported in response to Item 6(e) of Schedule 14A of Regulation 14A promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), whether or not the Company is in fact required to comply with that regulation, provided that, without limitation, such a change in control shall be deemed to have occurred if (A) any “person” (as such term is used in Sections 13(d) and 14(d) of the Exchange Act), other than a trustee or other fiduciary holding securities under an employee benefit plan of the Company or a corporation owned, directly or indirectly, by the shareholders of the Company in substantially the same proportions as their ownership of stock of the Company, is or becomes the “beneficial owner” (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of the Company representing more than 50% of the combined voting power of the Company’s then outstanding securities; or; (B) the Company enters into an agreement, the consummation of which would result in the occurrence of a change in control of the Company; or (C) the shareholders of the Company approve a merger or consolidation of the Company with any other corporation, other than a merger or consolidation which w...

SPECIAL TERMINATION PAYMENT. If this Agreement is terminated prior to Closing for any reason other than the default of Seller, then within ten (10) business days after such termination Purchaser shall pay to Simon the amount of Three Hundred Nine Thousand Dollars ($309,000.00) (the "TERMINATION FEE"), (i.e., the increased proceeds that would have been payable to Simon in connection with the sale of the G-2 Block to ▇▇▇▇▇ if the purchase price for the G-2 Block were increased by $1,000,000, as originally requested by Simon). No Termination Fee shall be due or payable to Simon if this Agreement is terminated as a consequence of Seller's default hereunder. Purchaser's obligation to pay the Termination Fee to Simon under the conditions stated above shall survive the termination of this Agreement.

SPECIAL TERMINATION PAYMENT. A lump sum payment, payable on the 30th day following termination, in the amount of $3 million.

SPECIAL TERMINATION PAYMENT. In further consideration of the covenants undertaken and the release given herein by Li, Bandag agrees to pay Li a special termination payment in the gross amount of Five Hundred and Thirteen Thousand, Two Hundred and Ninety-Six Dollars and No Cents ($513,296.00), less standard income and payroll tax withholdings and deductions. This special termination payment has been calculated pursuant to the formula set forth in the Offer Letter, which is the difference between the Kodak Pension Benefit Li would have received from Kodak at age 55 and the Kodak/Bandag Pension Benefit value at the date of termination. The special termination payment as described herein will be paid out to Li in two (2) lump sum payments; One Hundred Sixty-Nine Thousand, Three Hundred Eight-Eight Dollars and No Cents ($169,388.00) will be paid within ten (10) days of the expiration of the revocation period described below in paragraph 12; and Three Hundred Three Thousand, Nine Hundred Eight Dollars and No Cents ($343,908.00) will be paid on January 1, 1999. In addition, Bandag agrees to pay Li a lump sum of Thirty-Two Thousand, Four Hundred and Fifty-One and No Cents ($32,451.00), less standard income and payroll tax withholdings and deductions, such amount being equal to the pension benefit to which Li would have been entitled had he vested in the Bandag pension plan, with such payment to be made within ten (10) days of the expiration of the revocation period described below in paragraph 12.

SPECIAL TERMINATION PAYMENT. The "Special Termination Payment" shall mean an aggregate amount equal to two full year's Base Salary as in effect at the time of the termination giving rise to the Special Termination Payment. ASC shall pay such amount in 12 equal monthly installments beginning on the first day of the calendar month immediately after the date of such termination and on the first day of each of the next eleven calendar months thereafter.