Termination and Severance Benefits. The Release does not affect your vested rights and eligibility for benefits under the Company 40l(k) Plan, or any other employee benefit plan covered by ERISA (other than a severance plan). Eligibility for benefits under these plans is determined by the applicable plan documents. The Release does not affect your right to reimbursement of expenses incurred but not reimbursed prior to the date you sign the Release, subject to the Company’s expense reimbursement policies. In particular, this Release shall not affect your right to the payment provided in Sections 5, 6 and 7 of the Employment Agreement.
Termination and Severance Benefits. The Release does not affect your vested rights and eligibility for benefits under the Company 401(k) Plan, or any other employee benefit plan covered by ERISA (other than a severance plan). Eligibility for benefits under these plans is determined by the applicable plan documents. The Release does not affect your right to reimbursement of expenses incurred but not reimbursed prior to the date you sign the Release, subject to the Company’s expense reimbursement policies. In addition, this Release does not affect your right to post-retirement medical coverage as applicable. In particular, this Agreement and the Release shall not affect your right to the payment provided in Section 4, 5 or 6 of the Agreement, as the case may be, and Section 7 thereof, or the Executive Release as set forth below.
Termination and Severance Benefits. Either you or the Company may at any time terminate your employment with the Company and the Subsidiary after giving two weeks’ notice to the other party, provided that the parties discharge their respective obligations as set forth in this Section 8 and elsewhere in this Agreement.
Termination and Severance Benefits. A. This Agreement may be terminated: (i) by Employer for Cause or resignation by Employee without “Good Reason” (as defined below), or due to Employee’s death or “Disability” (as defined below), (ii) by Employer without Cause, (iii) Resignation by Employee for Good Reason; or (iv) upon any “Change of Control” (as defined below); provided, that, within 12 months of the Change of Control event: (A) the Employer terminates the Employee's employment, fails to obtain an agreement from any successor to the Employer to assume and agree to perform this Agreement in the same manner and to the same extent that the Employer would be required to perform if no succession had taken place, or changes his title as Executive Vice President & General Counsel, or (B) the Employee terminates his employment, or (C) at the end of a Term after the Employer provides the Employee with notice of non-renewal.
Termination and Severance Benefits. (a) Executive's employment under this Employment Agreement shall immediately terminate and all rights, benefits and obligations hereunder shall cease in the event of Executive's death except for benefits accrued but unpaid for any period prior to his death, including, but not limited to, any Performance Bonus or other benefit provided for under Paragraph 4 of this Agreement, and except as provided in Paragraphs 4(d) and 7(c).
(b) In the event that a reputable medical doctor ("Consulting Physician") selected by the Board of Trustees of the Company and engaged at the expense of the Company determines that Executive, by reason of physical or mental disability, is and has been unable to perform substantially his usual and customary duties under this Agreement for a period of ninety (90) consecutive days or on hundred twenty (120) days in the aggregate in any twelve (12) month period ("Disability"), Executive's employment under this Employment Agreement shall be terminated and all benefits and obligations hereunder shall cease except for benefits accrued but unpaid for any period prior to the beginning of such Disability, including, but not limited to, any Performance Bonus or other benefit provided for under Paragraph 4 of this Agreement, and except as provided in Paragraphs 4(d) and 7(c).
(c) Upon termination of Executive's employment under this Agreement resulting from his death or Disability, the Company shall continue to pay the Executive's salary to the estate of the Executive (in the event of death) or to the Executive (in the event of Disability) for a period of twelve (12) months from the date of termination (the "Severance Period"). In the event of the Executive's Disability, Executive shall also receive, during the Severance Period, those fringe benefits, perquisites and coverages described in Paragraphs 5 and 6. The amount of any payments to be paid to Executive as a result of Disability shall be reduced by any payments received by the Executive from any disability or other policies paid for by the Company.
(d) The Company shall have the right to terminate Executive's employment under this Agreement for Cause. "Cause" means an act or omission: (i) causing material injury to the Company or any affiliates of the Company and involving financial gain or benefit to the Executive, his family or his affiliates; (ii) involving repeated material breach of the Executive's obligations; (iii) which is a material failure of the Executive to perform his duties or...
Termination and Severance Benefits. (a) If NMK shall die during the term of employment under this Agreement, the compensation provided in Paragraph 4 of this Agreement shall be paid in such installments as would be required under Paragraph 4 of this Agreement to the person designated from time to time in writing by NMK and, if not so designated, to NMK's estate, until the fifth anniversary of the Effective Time. The person designated by NMK and, if not so designated, NMK's estate, shall also receive any accrued but unpaid bonus, award or other benefit and, to the extent not inconsistent with any plan under which shares of stock of the Company or options therefor have been granted to NMK, all options and restricted stock awards shall vest and be immediately exercisable and no longer subject to restrictions.
(b) NMK may terminate this Agreement for "Good Reason" if any of the following events occurs:
Termination and Severance Benefits. The death of Executive shall automatically terminate the Company's obligations under this Agreement; provided however, that: (i) the Company shall pay to Executive's estate Executive's Base Compensation, pro rata bonus and accrued benefits through the date of termination; and (ii) all vested and unvested Plan Options granted under this Agreement will upon such termination become fully vested and immediately exercisable for a period of one (1) year.
Termination and Severance Benefits. (a) NaviCyte and you each retain the right to terminate this Agreement with or without Cause at any time. In the event of a termination without Cause, you shall be entitled to the following severance benefits:
(i) Continuation of your then current rate of Base Salary in paragraph 1 for a period not to exceed two years from the Effective Date. For example, if you were terminated without Cause 20 months after the Effective Date, you would be entitled to an additional four months of salary continuation. The severance pay will be paid in semi-monthly installments, unless the parties mutually agree otherwise;
(ii) Immediate vesting of the option referred to in paragraph 3 (which, except to the extent already vested, shall thereupon become a non-qualifying stock option) for a period not to exceed the longer of thirty (30) days from the date of termination or two years from the Effective Date; and,
(iii) If you elect continuation of your health insurance under a law known as COBRA, NaviCyte shall make the premium payments for you for a period of 12 months from your date of termination, unless you qualify for other comparable coverage prior to the end of the 12 months. You shall not be entitled to any other unvested benefits of employment, except to the extent expressly set forth herein.
(b) In the event of termination of this Agreement for Cause, you shall not be entitled to severance or any other unvested benefits. Cause for the purposes of this Agreement shall mean (i) your failure to achieve minimum goals (as distinguished from bonus
Termination and Severance Benefits. (a) Upon termination without Cause at any time during the Term, Employee shall receive, as a consulting fee: (i)an amount equal to two times (2x) Employee's then annual base salary plus (ii) an amount equal to any unpaid Retention Payments referred to in Section 5(B)(ii) and (iii), as applicable, payable over time as the payments would otherwise become due.
(b) Upon termination for Cause at any time during the Term, Employee shall be entitled to payment of his Base Salary pursuant to Section 5(A) hereof through the date of termination, and shall not be entitled to any unpaid Retention Payments pursuant to Section 5(B) hereof or unpaid amounts as set forth in Section 7 hereof.
Termination and Severance Benefits. (a) Executive's employment with MWP is hereby terminated effective September 30, 2011 (“Separation Date”) pursuant to Article I Section 5 of the Employment Agreement entered into between the parties on September 15, 2008 and as amended on February 6, 2009, and December 1, 2009 (“Employment Agreement”), resulting in a “Separation from Service” as defined in Treasury regulations promulgated under Section 409A of the Internal Revenue Code. In consideration of Executive's decision to enter into this Agreement, Employer shall provide Executive the Severance Benefits (as defined in the Employment Agreement). If Executive fails or refuses to execute this Agreement or if Executive revokes this Agreement as set forth herein, Executive shall not receive the Severance Benefits.
(b) Executive will be eligible for any bonuses set forth in the Employment Agreement for the fiscal year 2011 notwithstanding the requirement that Executive be employed at the time the bonus is paid, subject to the approval of such bonus by the Compensation and Human Resources Committee, in the same manner and to the same extent as similarly situated executives of MWP. Management of MWP will propose that Executive be paid at target for personal goals as set forth in the Employment Agreement for the fiscal year 2011. Subject to the approval of such bonus by the Compensation and Human Resources Committee, such bonus, if any, will be paid at the same time as the bonuses are paid to other executives of MWP.
(c) Employer shall provide Executive with outplacement services pursuant to Challenger, Xxxx & Christmas, Inc.'s executive program agreement with MWP for twelve months beginning on the date hereof.
(d) Employer shall reimburse Executive for the legal fees incurred on or before December 31, 2011 in connection with this Agreement, up to a maximum of $3,500.00.
(e) Whether or not Executive executes this Agreement, the Employer will pay Executive any and all wages for all hours worked up to and through the Separation Date, within the appropriate time frame required by applicable law, and unused vacation which has accrued as of the Separation Date and which remains unpaid, as soon as administratively feasible following the Separation Date. Federal, state and local tax withholdings may be applied to the Severance Benefits as determined by Employer in its sole discretion. Voluntary deductions shall not be made from the payments made from the above payments as determined by the Employer in its sole dis...
