Termination Giving Rise to Salary Continuation Sample Clauses

Termination Giving Rise to Salary Continuation. If the Company shall terminate the Executive's employment with the Company or shall provide a Notice of Non-Renewal for any reason other than due to the Executive's death or Disability or for Cause, or if the Executive terminates this Agreement because of a material breach of this Agreement by the Company, then, subject to the compliance by the Executive with the provisions of Sections 8 and 9 hereof, the Company shall pay, as salary continuation, to the Executive an amount equal to two (2) times the Executive's maximum Annual Base Salary paid during the prior five (5) year period (inclusive of the Annual Bonus paid to Executive during the 12-month period preceding the date of termination or the Annual Bonus earned by the Executive with respect to the fiscal year immediately preceding the date of termination, whichever Annual Bonus is higher, but excluding unearned bonuses negotiated by Executive at the time of the Executive's employment with the Company), payable in a lump sum, but no other compensation or benefits (unless accrued under the Company's benefit plans prior to the date of termination of employment or as provided in Section 4(e) hereof) shall be paid to the Executive.
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Termination Giving Rise to Salary Continuation. If the Company shall terminate the Executive's employment with the Company or shall provide a Notice of Non-Renewal for any reason other than due to the Executive's death or Disability or for Cause, or if the Executive terminates this Agreement because of a material breach of this Agreement by the Company, then, subject to the compliance by the Executive with the provisions of Sections 8 and 9 hereof, the Company shall pay, as salary continuation, to the Executive an amount equal to two (2) times the Executive's maximum Annual Base Salary paid during the prior five (5) year period (inclusive of the Annual Bonus paid to Executive during the 12-month period preceding the date of termination or the Annual Bonus earned by the Executive with respect to the fiscal year immediately preceding the date of termination, whichever Annual Bonus is higher, but excluding unearned bonuses negotiated by Executive at the time of the Executive's employment with the Company), payable in a lump sum, less an amount equal to any portion of the Special Bonus which has not been previously offset pursuant to Section 4(b) hereof, but no other compensation or benefits (unless accrued under the Company's benefit plans prior to the date of termination of employment or as provided in Section 4(d) hereof) shall be paid to the Executive. For purposes of this Section 5(c), Executive's Annual Bonus shall be determined without regard to the proviso set forth in Section 4(b) hereof. In addition, the Company shall cause all unvested stock options held by the Executive to be fully vested as of the date of termination under this Section 5(c).
Sample 1
Termination Giving Rise to Salary Continuation. If the Company shall terminate the Executive's employment with the Company for any reason other than due to the Executive's death or Disability or for Cause, then, subject to the compliance by the Executive with the provisions of Sections 4 and 5 hereof, the Company shall pay, as salary continuation, to the Executive an amount equal to two (2) times the Executive's maximum annual salary paid during the prior five (5) year period (inclusive of bonuses paid to Executive during the 12-month period preceding the date of termination, but excluding unearned bonuses negotiated by Executive at the time of the Executive's employment with the Company), payable, at Company's option, (A) in a lump sum or (B) in twenty-four (24) equal monthly installments, but no other compensation or benefits (unless accrued under the Company's benefit plans prior to the date of termination of employment or as provided in Section 1(d) hereof) shall be paid to the Executive.
Sample 1
Termination Giving Rise to Salary Continuation. If the Company shall terminate the Executive's employment with the Company or shall provide a Notice of Non-Renewal for any reason other than due to the Executive's death or Disability or for Cause, or if the Executive terminates this Agreement because of a material breach of this Agreement by the Company, then, subject to the compliance by the Executive with the provisions of Sections 8 and 9 hereof, the Company shall pay, as salary continuation, to the Executive an amount equal to two (2) times the Executive's maximum Annual Base Salary paid during the prior five (5) year period (inclusive of the highest Annual Bonus paid or payable to the Executive during the prior five (5) year period, but excluding unearned bonuses negotiated by Executive at the time of the Executive's employment with the Company), payable in a lump sum, but no other compensation or benefits (unless accrued under the Company's benefit plans prior to the date of termination of employment or as provided in Section 4(e) hereof) shall be paid to the Executive.
Sample 1

Related to Termination Giving Rise to Salary Continuation

  • Salary Continuation If the Executive becomes totally disabled during the term of this Agreement, his full salary shall be continued for 360 days from the date of the disabling injury or onset of the disability illness.

  • Salary Continuation Payments The Executive shall be eligible to receive his base salary for up to a total period of eighteen (18) months at the annualized rate in effect for him under Paragraph 3 at the time of his Involuntary Termination. The first such payment shall be made on the sixtieth (60th) day following the Executive’s Separation from Service due to such Involuntary Termination provided the requisite Release Condition is satisfied and subsequent salary continuation payments shall be made at periodic intervals in accordance with the Company’s payroll practices for salaried employees. The salary continuation payments to which the Executive becomes entitled in accordance with this Paragraph 4.4 shall be treated as a right to a series of separate payments for purposes of Section 409A of the Code.

  • Termination Giving Rise to a Termination Payment If there is a Covered Termination by the Executive for Good Reason, or by the Company other than by reason of (i) death, (ii) disability pursuant to Section 11, or (iii) Cause, then the Executive shall be entitled to receive, and the Company shall promptly pay, Accrued Benefits and, in lieu of further base salary for periods following the Termination Date, as liquidated damages and additional severance pay and in consideration of the covenant of the Executive set forth in Section 13(a), the Termination Payment pursuant to Section 8(a).

  • Benefit Continuation You and your then eligible dependents shall continue to be covered by and participate in the group health and dental care plans (collectively, “Health Plans”) of the Company (at the Company’s cost) in which you participated, or were eligible to participate, immediately prior to the Date of Termination through the end of the Benefit Continuation Period; provided, however, that any medical or dental welfare benefit otherwise receivable by you hereunder shall be reduced to the extent that you become covered under a group health or dental care plan providing comparable medical and health benefits. You shall be eligible to participate in such Health Plans on terms that are at least as favorable as those in effect immediately prior to the Date of Termination. However, in the event that the terms of the Company’s Health Plans do not permit you to participate in those plans (other than pursuant to an election under the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”)), in lieu of your and your eligible dependent’s coverage and participation under the Company’s Health Plans, the Company shall pay to you within fifteen (15) calendar days after the effective date of the Waiver and Release a lump sum equal to two (2) times your monthly COBRA premium amount for the number of months remaining in the Benefit Continuation Period. In addition, for the purposes of coverage under COBRA, your COBRA event date will be the date of loss of coverage described in this paragraph above.

  • Continuation Period In the event the Agreement is terminated and in connection with such a termination the parties agree that Company will continue to have access to and use of the 22c-2 System, then the terms of this Agreement shall apply during any such continuation period. The term of any such continuation period shall be day to day and the continuation period may be terminated immediately by either party at any time by written notice notwithstanding the contents of any notice or other communication the parties may exchange, unless both parties agree in writing to such contents. A continuation period as described in this subsection (o) is referred to herein as a “Continuation Period”.

  • Termination of 401(k) Plan The Company agrees to terminate its 401(k) plan immediately prior to the Closing, unless Parent, in its sole and absolute discretion, agrees to sponsor and maintain such plan by providing the Company with notice of such election at least five days before the Effective Time.

  • Termination Other Than a Qualifying Termination If the termination of the Executive’s employment with the Company Group is not a Qualifying Termination, then the Executive will not be entitled to receive severance or other benefits.

  • Compensation Following Termination In the event that Executive’s employment hereunder is terminated, Executive shall be entitled only to the following compensation and benefits upon such termination:

  • Payment of Continued Group Health Plan Benefits If you are eligible for and timely elect continued group health plan coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985 or any state law of similar effect (“COBRA”) following your Involuntary Termination, the Company will pay your COBRA group health insurance premiums for you and your eligible dependents directly to the insurer until the earliest of (A) the end of the period immediately following your Involuntary Termination that is equal to the Severance Period (the “COBRA Payment Period”), (B) the expiration of your eligibility for continuation coverage under COBRA, or (C) the date when you become eligible for substantially equivalent health insurance coverage in connection with new employment or self-employment. For purposes of this Section, references to COBRA premiums shall not include any amounts payable by you under a Section 125 health care reimbursement plan under the Code. Notwithstanding the foregoing, if at any time the Company determines, in its sole discretion, that it cannot pay the COBRA premiums without potentially incurring financial costs or penalties under applicable law (including, without limitation, Section 2716 of the Public Health Service Act), then regardless of whether you elect continued health coverage under COBRA, and in lieu of providing the COBRA premiums, the Company will instead pay you on the last day of each remaining month of the COBRA Payment Period, a fully taxable cash payment equal to the COBRA premiums for that month, subject to applicable tax withholdings (such amount, the “Special Severance Payment”), which payments shall continue until the earlier of expiration of the COBRA Payment Period or the date when you become eligible for substantially equivalent health insurance coverage in connection with new employment or self-employment. On the first payroll date following the effectiveness of the Release, the Company will make the first payment to the insurer under this clause (and, in the case of the Special Severance Payment, such payment will be to you, in a lump sum) equal to the aggregate amount of payments that the Company would have paid through such date had such payments instead commenced on the date of your Involuntary Termination, with the balance of the payments paid thereafter on the schedule described above. If you become eligible for coverage under another employer’s group health plan, you must immediately notify the Company of such event, and all payments and obligations under this subsection shall cease.

  • Health Continuation Coverage a) Provided that Executive is eligible and has made the necessary elections for continuation coverage pursuant to COBRA under a health, dental or vision plan sponsored by the Company, the Company shall pay the applicable premiums (inclusive of premiums for Executive’s dependents for such health, dental or vision plan coverage as in effect immediately prior to the date of the Change in Control Termination) for such continued health, dental or vision plan coverage following the date of the Change in Control Termination for up to the number of months equal to the Change in Control Benefits Period (but in no event after such time as Executive is eligible for coverage under a health, dental or vision insurance plan of a subsequent employer or as Executive and Executive’s dependents are no longer eligible for COBRA coverage); provided that if continued payment by the Company of the applicable premiums would result in a violation of the nondiscrimination rules of Section 105(h)(2) of the Internal Revenue Code of 1986, as amended, or any statute or regulation of similar effect (including, without limitation, the 2010 Patient Protection and Affordable Care Act, as amended by the 2010 Health Care and Education Reconciliation Act), then in lieu of providing such continued payment, the Company will instead pay Executive on the first day of each month a fully taxable cash payment equal to the applicable premiums for that month, subject to applicable tax withholdings, for the remainder of the Change in Control Benefits Period. Such coverage shall be counted as coverage pursuant to COBRA. The Company shall have no obligation in respect of any premium payments (or any other payments in respect of health, dental or vision coverage from the Company) following the effective date of Executive’s coverage by a health, dental or vision insurance plan of a subsequent employer. Executive shall be required to notify the Company immediately if Executive becomes covered by a health, dental or vision insurance plan of a subsequent employer. If Executive and Executive’s dependents continue coverage pursuant to COBRA following the conclusion of the Change in Control Benefits Period, Executive will be responsible for the entire payment of such premiums required under COBRA for the duration of the COBRA period.

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