Specific Performance; Repayment of Termination Payment Amount Sample Clauses

Specific Performance; Repayment of Termination Payment Amount. The Executive hereby acknowledges that the services to be rendered to Company and the information disclosed and to be disclosed are of a unique, special and extraordinary character which would be difficult or impossible for Company to replace or protect, and by reason thereof, the Executive hereby agrees that in the event he violates any of the provisions of subsections 11(a) or 11(b) hereof, the Company shall, in addition to any other rights and remedies available to it, at law or otherwise, be entitled to an injunction or restraining order to be issued by any court of competent jurisdiction in any state enjoining and restraining the Executive from committing any violation of said subsection 11(a) or 11(b). The Executive agrees that, if he breaches subsection 11(a) or 11(b), he shall have forfeited all right to receive any amount of the Termination Payment Amount and he shall promptly repay to the Company the entire Termination Payment Amount theretofore paid to him or to his order.
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Specific Performance; Repayment of Termination Payment Amount. The Executive hereby acknowledges that the services to be rendered to Company and the information disclosed and to be disclosed are of a unique, special and extraordinary character which would be difficult or impossible for Company to replace or protect, and by reason thereof, the Executive hereby agrees that in the event he violates any of the provisions of subsections 13(a) or 13(b) hereof, the Company shall, in addition to any other rights and remedies available to it, at law or otherwise, be entitled to an injunction or restraining order to be issued by any court of competent jurisdiction in any state enjoining and restraining the Executive from committing any violation of said subsection 13(a) or 13(b). The Executive agrees that, if he breaches subsection 13(a) or 13(b), he shall have forfeited all right to receive any amount of the Termination Payment Amount and he shall promptly repay to the Company the entire Termination Payment Amount theretofore paid to him. For the avoidance of doubt, notwithstanding anything to the contrary herein, the Executive is free to pursue opportunities with any one or all of the following: Scuba Select LLC, Gxxxxx Group Solutions LLC, The Gxxxxx Group LLC, and Vialytix LLC and any such activities shall be deemed to be consistent with all of the Executive’s obligations under this Agreement.
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Related to Specific Performance; Repayment of Termination Payment Amount

  • Notice of Termination Payment As soon as practicable after calculation of a Termination Payment, notice shall be given by the Non-Defaulting Party to the Defaulting Party of the amount of the Termination Payment and whether the Termination Payment is due to or due from the Non-Defaulting Party. The notice shall include a written statement explaining in reasonable detail the calculation of such amount. Subject to Section 5.4(b) above, the Termination Payment shall be made by the Party that owes it within three (3) Business Days after such notice is effective.

  • Termination Payments and Benefits If during a Change in Control Period, as defined in Section 8, the Employment Period of the Executive shall terminate other than by reason of a Nonqualifying Termination, as defined in Section 8, then the Company shall pay or provide to the Executive (or his executor, administrator or other legal representative, as the case may be) within 30 days following the Termination Date, as compensation for services rendered to the Company and in lieu of any severance amounts which otherwise would be payable to the Executive, the following amounts: (i) the Company shall pay to the Executive a lump sum cash amount equal to the sum of (A) the Executive's Base Compensation, accrued vacation pay and reimbursable expenses incurred through the Termination Date, in each case to the extent not theretofore paid, (B) the Executive's annual bonus in an amount equal to the annualized (for any fiscal year consisting of less than 12 full months or with respect to which the Executive has been employed by the Company for less than 12 full months) bonus payable to the Executive by the Company for the fiscal year in which the Termination Date occurs (determined at the higher of the target or actual level of performance for such year), multiplied by a fraction, the numerator of which is the number of days in the fiscal year in which the termination occurs prior to the Termination Date and the denominator of which is 365 or 366, as applicable, (C) three times the Executive's highest annual rate of Base Compensation during the three full fiscal years prior to the Termination Date, (D) three times the greater of (I) the Executive's highest annual bonus payable during the three full fiscal years prior to the Termination Date and (II) the target bonus payable for the year in which the Termination Date occurs and (E) all accruals under the Zenith Electronics Corporation Supplemental Salaried Profit Sharing Retirement Plan; (ii) for a period of three years commencing on the Termination Date, or until such earlier date on which the Executive becomes covered under similar plans maintained by a subsequent employer, the Company shall continue to provide the Executive and his dependents with coverage, or shall provide substantially equivalent coverage, under all welfare benefit plans or arrangements (including group medical and dental, health and accident, long-term disability, short-term disability, group life insurance and executive insurance programs) with the same level of coverage, upon the same terms and otherwise to the same extent as such plans or arrangements shall have been in effect immediately prior to the Termination Date or, if more favorable to the Executive, as provided generally with respect to other peer executives of the Company. If the Company cannot provide such continued coverage or substantially equivalent coverage, the Company shall pay the Executive a lump sum cash amount equal to the present value of such coverage; and (iii) the Company shall provide outplacement services appropriate for the Executive in accordance with industry standards (which shall not exceed 15% of the Executive's Base Compensation).

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