Special Termination Provisions Sample Clauses
Special Termination Provisions. Notwithstanding the provisions of Paragraph 6 of this Agreement, this Agreement shall terminate upon the occurrence of any of the following events:
(a) the death of Employee;
(b) the giving of written notice from Employer to Employee of the termination of this Agreement upon the Complete Disability of Employee;
(c) the giving of written notice by Employer to Employee of the termination of this Agreement upon the discharge of Employee for Cause;
(d) the giving of written notice by Employer to Employee of the termination of this Agreement following a denial or revocation of Employee's License (as defined in Subparagraph 9(b) of this Agreement).
(e) the giving of written notice by Employer to Employee of the termination of this Agreement without Cause, provided, however, that, within ten (10) calendar days after such notice, Employer must tender the Separation Payment to Employee;
(f) the giving of written notice by Employee to Employer upon a material breach of this Agreement by Employer, which material breach remains uncured for a period of thirty (30) days after the giving of such notice, provided, however, that, within ten (10) days after the expiration of such cure period without the cure having been effected, Employer must tender the Separation Payment to Employee; or
(g) at Employee's sole election in writing as provided in Paragraph 17 of this Agreement, after both a Change of Control and as a result of Good Reason, provided, however, that, within ten (10) calendar days after Employer's receipt of Employee's written election, Employer must tender the Separation Payment to Employee. In the event of a termination of this Agreement pursuant to the provisions of Subparagraph 7(a), (b), (c) or (d), Employer shall not be required to make any payments to Employee other than payment of Base Salary and vacation pay accrued but unpaid through the termination date. In the event of a termination of this Agreement pursuant to the provisions of Subparagraph (e), (f) or (g), Employee will also be entitled to receive health benefits coverage for Employee and Employee's dependents under the same plan(s) or arrangement(s) under which Employee was covered immediately before Employee's termination, or plan(s) established or arrangement(s) provided by Employer or any of its Affiliates thereafter. Such health benefits coverage shall be paid for by Employer to the same extent as if Employee were still employed by Employer, and Employee will be required to make such payments...
Special Termination Provisions. In the event that there is a conflict between the terms of this Award Agreement regarding the effect of a termination of your Service on the RSUs and the terms of any Employment Agreement, the terms of this Award Agreement will govern. If you are terminated Without Cause or due to your resignation and, within the twelve (12) month period subsequent to such termination of your Service, the Company determines that your Service could have been terminated for Cause, subject to anything to the contrary that may be contained in your Employment Agreement at the time of termination of your Service, your Service will, at the election of the Company, be deemed to have been terminated for Cause for purposes of this Award Agreement and the Plan, effective as of the date the events giving rise to Cause occurred and any consequences following from a termination for Cause shall be retroactively applied (including your obligation to repay gains that would not have been realized had your Service been terminated for Cause).
Special Termination Provisions. Notwithstanding the provisions of Section 5 of this Agreement, this Agreement shall terminate upon the occurrence of any of the following events:
(a) the death of Employee;
(b) the giving of written notice from Employer to Employee of the termination of this Agreement upon the Complete Disability of Employee;
(c) the giving of written notice by Employer to Employee of the termination of this Agreement upon the discharge of Employee for Cause;
(d) the giving of written notice by Employer to Employee of the termination of this Agreement following a disapproval of this Agreement or the denial, suspension, limitation or revocation of Employee’s License (as defined in Subsection 8(b) of this Agreement); or
(e) the giving of written notice by Employee to Employer upon a material breach of this Agreement by Employer, which material breach remains uncured for a period of thirty (30) days after the giving of such notice. In the event of a termination of this Agreement pursuant to the provisions of Subsection 6(a), (b), (c), or (d), Employer shall not be required to make any payments to Employee other than payment of Base Salary and vacation pay accrued but unpaid and expenses incurred but not reimbursed through the termination date; specifically, in such event, Employee shall not be entitled to any benefits pursuant to any severance plan in effect by Employer or any of its Affiliates.
Special Termination Provisions. (a) In the event the parties fail to close the sale by Monsanto to the Agent of the Non-Roundup Assets by the later of March 31, 1999 or such later date as mutually agreed upon by the parties, the parties agree:
(1) Monsanto may elect to terminate this Agreement by giving notice of such termination to the Agent in accordance with the provisions of Section 11.9 of this Agreement on the later of (k) March 31, 1999 and (y) fifteen (15) calendar days after termination of the Asset Purchase Agreement between Monsanto and the Agent, with respect to the sale of the Non-Roundup Assets, pursuant to the terms thereof to Agent in accordance with the provisions of Section 11.9 of this Agreement. Any such termination shall be effective on September 30, 1999. In such event, (i) there shall be no deferral under Section 3.5(b) of the Contribution Payment required to be made by Agent, (ii) the MAT Expenses in the Annual Business Plan for the 1999 Program Year shall be $35MM, and the Netbacks for the 1999 Program Year shall not exceed twelve percent (12%) of Program Sales Revenues unless already committed as the Effective Date and (iii) the Agent's Commission specified in Section 3.6 shall not be applicable and, in lieu thereof, the Agent's commission shall, effective as of October 1, 1998, be twenty-eight percent (28%) of Program Sales Revenue, payable quarterly within fifteen (15) days following the end of each quarter, with each quarterly payment being in an amount not to exceed the cumulative percentage of the maximum applicable commission apportioned at twenty-five percent (25%) per quarter, subject to the following limitations:
(A) A maximum commission of $52MM per Program Year if such closing does not occur because the Agent has not sold or divested its Finale business or otherwise disposed of the Finale business in a manner satisfactory to Monsanto;
(B) A maximum commission of $55MM per Program Year if such closing does not occur because the Federal Trade Commission issues an order prohibiting the purchase of the Non-Roundup Assets by the Agent; and
(C) A maximum commission of $53.5MM per Program Year if such closing does not occur for any other reason than specified in clauses (A) or (B) above.
(b) In the event that Monsanto terminates this Agreement pursuant to Section 10.9(a)(1), the provisions of this Section 10.9 shall supersede Section 3.6 and Section 10.4 in their entirety.
(c) In the event that Monsanto elects not to terminate this Agreement pursuant to Sect...
Special Termination Provisions. Notwithstanding the provisions of ------------------------------ Paragraph 6 above, this Agreement and all parties' rights and obligations hereunder shall terminate upon the occurrence of any of the following events:
(a) the death of Employee;
(b) the giving of written notice from Employer to Employee of the termination of this Agreement upon the Complete Disability of Employee;
(c) the giving of written notice by Employer to Employee of the termination of this Agreement upon the discharge of Employee for Cause;
(d) the giving of written notice by Employer or Employee of the termination of this Agreement without Cause; provided, however, that such notice must be accompanied by Employer's written tender to Employee of Employer's unconditional commitment to continue to pay to Employee the compensation set forth in Paragraph 8(a) of this Agreement, under the terms and pursuant to the conditions of this Agreement; or
(e) cause beyond the control of Employer and without its fault or negligence. Such causes may include, but are not limited to, acts of god or a public enemy, acts of government in either its sovereign or contractual capacity, fires, floods, epidemics, quarantine restrictions, strikes, riots, freight embargoes, power outages or unusually severe weather conditions.
Special Termination Provisions. Notwithstanding the provisions of ------------------------------ Section 6 above, Employee's employment with Employer may terminate prior to the end of the Term in accordance with the provisions set forth below.
Special Termination Provisions. In addition to the Termination provisions contained in the Agreement, the following Termination provisions apply.
Special Termination Provisions. (i) Other than as set forth elsewhere in this Section 5, during the term of this Agreement, the Executive's employment may be terminated only for Cause (as defined herein) as voted by two-thirds of all elected or appointed members of the Board of Directors of the Company, excluding the Executive (if he should so sereve as such time). Only the following acts or omissions by the Executive shall deemed to acts or omissions by the Executive shall deemed to constitute "Cause":
Special Termination Provisions. 52 ARTICLE 11 - MISCELLANEOUS........................................................................................54 Section 11.1. Relationship of the Parties............................................................54 Section 11.2. Interpretation in accordance with GAAP.................................................54 Section 11.3. Currency...............................................................................55 Section 11.4. Monsanto Obligations...................................................................55 Section 11.5. Expenses...............................................................................55 Section 11.6. Entire Agreement.......................................................................55 Section 11.7. Modification and Waiver................................................................55 Section 11.8. Assignment.............................................................................56 Section 11.9. Notices................................................................................56 Section 11.10. Severability...........................................................................57 Section 11.11. Equal Opportunity......................................................................57 Section 11.12. Governing Law..........................................................................57 Section 11.13. Public Announcements...................................................................58 Section 11.14. Counterparts...........................................................................58 LIST OF EXHIBITS
Special Termination Provisions. (a) If, during the Term of Employment, Employer terminates Employee’s employment other than for Cause or due to Disability or Employee terminates his employment for Good Reason, then Employer shall:
(i) pay to the Employee in one lump sum within five (5) days of such termination, an amount in cash equal to two (2) times the Employee’s Base Salary pursuant to Section 3(a);
(ii) for 24 months following the date of such termination, continue to provide medical and dental benefits to the Employee, his spouse and his eligible dependants on the same basis as such benefits are then currently provided to such Employee (the “Medical Benefits”); provided that such benefits shall be secondary to any other coverage obtained by the Employee; provided, however, that if the Company’s welfare plans do not permit such coverage, the Company will provide the Employee the Medical Benefits with the same tax effect; and
(iii) To the extent not theretofore paid or provided, pay or provide any Other Benefits (as defined in Section 5(a)(i) above) through the date of termination of employment.
(b) Employer’s obligation to make any payments to Employee as described in this Section 6 is contingent upon Employee’s execution of a Waiver and Release of Claims, a form of which is attached to this Agreement as Annex A. Except as described in this Section 6, Employee shall not be eligible to receive any other severance benefits under any severance or termination plan, program, policy or arrangement maintained by Employer or its affiliates.