Termination and Severance Payments. Sections 7(a), (b) and (c) of the Employment Agreement are hereby superseded in their entirety by this Section 3.
Termination and Severance Payments. (a) Employee’s employment under this Agreement may be terminated prior to the end of the Term only as follows:
(i) upon the death of Employee;
(ii) by Employer upon the Disability (as defined in subsection 26(d)) of Employee for a period of one hundred and eighty (180) days;
(iii) by Employer for Cause (as defined in subsection 26(b)) upon delivery of a Notice of Termination (as defined in subsection 26(g)) to Employee;
(iv) by Employer without Cause upon delivery of a Notice of Termination to Employee;
(v) by Employee for Good Reason (as defined in subsection 26(e)) upon delivery of a Notice of Termination to the Employer within a ninety (90) day period beginning on the thirtieth (30th) day after the occurrence of a Change in Control (as defined in subsection 26(c)) or within a ninety (90) day period beginning on the one (1) year anniversary of the occurrence of a Change in Control; or
(vi) by Employee upon delivery of a Notice of Termination to Employer.
(b) If Employee’s employment is terminated because of the Employee’s death, Employer shall pay Employee’s estate:
(i) any sums due Employee as Base Salary and/or reimbursement of expenses through the end of the month during which death occurred, paid in accordance with Employer’s standard payroll procedures, but in any case, no less frequently than monthly; and
(ii) any bonus earned or accrued through the date of death. Any bonus for previous years which was not yet paid will be paid pursuant to the terms as set forth in section 4(a). Any bonus that is earned in the year of death will be paid on the earlier of: (i) seventy (70) days after the end of the year in which the Employee died or (ii) with the first payroll cycle following the Company’s press release announcing its financial performance for the year in which the Employee died. To the extent that the bonus is performance-based, the amount of the bonus will be calculated by taking into account the performance of the Employer for the entire year and prorating this through the date of Employee’s death.
(c) During the period of any Disability leading up to the termination of Employee’s employment as a result of the Disability, Employer shall:
(i) continue to pay the Employee’s full Base Salary at the rate then in effect and all perquisites and other benefits (other than any bonus) in accordance with Employer’s standard payroll procedures, but in any case, no less frequently than monthly, until Employee becomes eligible for benefits under any long-term...
Termination and Severance Payments. (a) In the event that the employment of the Employee is terminated for cause or in the event that the Employee resigns his/her employment with the Company, the Employee shall be paid any salary and any other benefits which have then accrued and to which the Employee is entitled to at such time. However, in such event, the Employee shall not be entitled to any severance compensation as set forth in subparagraph (b) below.
(b) In the event that the employment of the Employee is terminated by the Company for any reason other than for cause, in addition to receiving all accrued salary and benefits to which the Employee is entitled to at such time, the Company further agrees to pay the Employee as severance pay an amount equal to the Employee's salary as in effect at such time for an additional one (1) month from the date of termination, with payments to be made on the Company's usual payroll payment dates.
(c) All amounts paid under Subsections (a) or (b) hereof to the Employee shall be subject to all applicable local, state or federal withholding taxes, if any.
Termination and Severance Payments. (a) In the event that the employment of the Employee is terminated for cause or in the event that the Employee resigns his/her employment with the Company, the Employee shall be paid any salary and any other benefits which have then accrued and to which the Employee is entitled to at such time. However, in such event, the Employee shall not be entitled to any severance compensation as set forth in subparagraph (b) below.
Termination and Severance Payments. If your employment with ADP is terminated, you will receive the following compensation:
a. If you are discharged for cause, ADP’s obligation to make payments to you shall cease on the date of such discharge, other than earned but unpaid salary, reimbursement for expenses, and vested but unused vacation days ("Accrued Obligations"). As used herein, the term “for cause” shall cover circumstances where ADP elects to terminate your employment because you have (i) been convicted of or pled nolo contendere to a criminal act for which the punishment under applicable law may be imprisonment for more than one year, (ii) willfully or recklessly failed or refused to perform your material obligations as Corporate Vice President of Human Resources, (iii) committed any act or omission of gross negligence in the performance of your material duties hereunder, (iv) committed any act of willful or reckless misconduct in the performance of your material duties hereunder, (v) violated your restrictive covenants, or (vi) violated ADP’s Code of Business Conduct and Ethics, a copy of which can be found at xxx.xxx.xxx under “About ADP”.
b. If you become permanently and seriously disabled as defined under ADP’s long term disability plan then in effect, so that you are absent from your office due to such disability and otherwise unable substantially to perform your services hereunder such that ADP recognizes you as qualified for ADP's long term disability ADP may terminate your employment, and ADP’s obligation to make payments to you (beyond previously accrued and unpaid amounts) shall cease on the date of such termination, other than the Accrued Obligations.
c. If your death occurs while you are actively employed by ADP, ADP’s obligation to make payments to you (beyond the Accrued Obligations) shall cease on the date of your death.
d. If you elect to resign from ADP without Good Reason, ADP’s obligation to make payments to you (beyond the Accrued Obligations) shall cease on the date your employment ends.
e. If during your employment with ADP, ADP terminates your employment for any reason other than “for cause” as described in paragraph, or if you resign for Good Reason, and you execute and do not revoke a written release upon such termination, in a form provided by ADP consistent with this Agreement and containing no additional restrictive covenants other than those contained herein, of any and all claims against ADP and any related parties with respect to all matters arising out ...
Termination and Severance Payments a. In the event Employee is terminated by the DDA Board before the expiration of the aforesaid term of employment and during such time that Employee is willing and able to perform the duties of DDA Director, then in that event the DDA agrees to pay Employee over the appropriate period herein an amount equal to three (3) months’ salary; provided, however, that in the event Employee is terminated because of: (i) fraud; (ii) dishonesty; (iii) substance abuse; or (iv) his conviction of any illegal act (“Cause”), as determined by the Board, then, in any such event, DDA shall have no obligation to pay the aggregate severance sum designated in this Section 3.
b. The DDA Board at any time during the employment term shall have the right to terminate Employee’s employment immediately for Cause. If the termination is not for Cause, the DDA Chairperson at the direction of the DDA Board shall give Employee thirty (30) days’ written notice prior to the effective date of Employee’s termination, unless Employee is terminated during his probationary period, at which time the Employee’s employment may be terminated immediately without written notice.
Termination and Severance Payments. After the word "salary" in two places, add the words ",bonus and commission". After the language, "the Company further agrees to pay the Employee as severance pay" add the phrase "and as further consideration for Covenant Not to Compete provisions and Covenant Not to Disclose Confidential Information provisions in Sections 7 and 8". Change "one (1) month" to "twelve (12) months" in the last sentence of this subsection. (c) add new subsection (c) to read, "In the event of change of control, severance payments as described in subsection (b) above would also be in effect if the new controlling party made a reduction in targeted compensation of greater than 5%, demotes Employee in a fashion that would materially reduce Employee's professional stature, assigns Employee duties materially inconsistent with the status of Employee's position within the Company, requires Employee to relocate more than 50 miles from Employee's present residence, or makes any requirement for employee to travel on a regular basis a greater number of days per month or greater number of consecutive days than is consistent with past practice. Further, in the event of a change of control, the last sentence of Section 4 is deleted. Change of control is defined as the acquisition by any individual, entity or group of more than forty percent (40%) or more of either (A) the then outstanding shares of common stock of the Company, or (B) the combined voting power of the then-outstanding voting securities of the Company entitled to vote generally in the election of directors.
Termination and Severance Payments. At or prior to the ---------------------------------- Closing, Seller shall pay, discharge and satisfy in full any and all severance benefits and obligations, under applicable law or otherwise, relating to the termination of employment, or reemployment by Buyer or its affiliates, of each employee of Seller, and shall deliver to Buyer evidence in form and substance reasonably satisfactory to Buyer of the discharge of such severance benefits and obligations. The Seller hereby agrees to indemnify Buyer in full for any and all severance benefits and obligations of Seller with respect to any such employees.
Termination and Severance Payments. (a) In the event of termination by Xx. Xxxxxx of his employment under this Agreement for Good Reason, or by the Bank other than for Cause or as a result of the death or disability of Xx. Xxxxxx, the Bank shall pay to Xx. Xxxxxx, within thirty business days the following as liquidated damages for his termination or, as the case may be, a severance payment:
(i) continued regular salary payments for 12 months following his termination; and
(ii) Xx. Xxxxxx may exercise any stock options held by him on the Date of Termination, pursuant to the terms of the applicable stock option agreements and plans. Further, the Bank will lend Xx. Xxxxxx the funds to exercise such options upon his written request, stating the amount he wishes to borrow for this purpose, and if all legal requirements applicable to the Bank to lend such funds can be satisfied.
(b) In the event of termination by Xx. Xxxxxx of his employment under this Agreement for Good Reason, or by the Bank other than for Cause or as a result of the death or disability of Xx. Xxxxxx, any and all individual or group health, life, disability, salary continuation and other such plans, programs or arrangements that provide coverage for Xx. Xxxxxx in effect on the Date of Termination shall be continued in full force and effect at no cost to Xx. Xxxxxx for one year from the Date of Termination. In the event it is not possible to continue coverage for Xx. Xxxxxx under such plans, programs or arrangements, the Bank shall provide COBRA coverage for one year from the Date of Termination.
(c) Notwithstanding any other provision of this Section, if any payments under this Section 10 are described in § 28OG(b)(2)(A)(i) of the Internal Revenue Code of 1986 (the "Code") (relating to payments contingent on changes in the ownership or effective control of a corporation), then the payments under this Agreement shall be limited to the minimum extent necessary to ensure that no payment to Xx. Xxxxxx will be treated as a parachute payment pursuant to § 28OG(b)(2)(A)(ii) of the Code. Furthermore, any payments made to Xx. Xxxxxx pursuant to this Agreement, or otherwise, are subject to and conditioned upon their compliance with 12 U.S.C. § 1828(k) and any regulations promulgated thereunder.
(d) In the event that the Bank terminates Xx. Xxxxxx for Cause or Xx. Xxxxxx terminates his employment other than for Good Reason, no termination or severance payments will be made.
(e) In the event Xx. Xxxxxx'x employment terminates as a result of...
