Termination Protection Benefits Sample Clauses

Termination Protection Benefits. If Executive’s employment with the Company is terminated by the Company without Cause, or by the Executive for Good Reason, upon or at any time within twelve (12) months following a Change in Control, Executive shall be entitled to the payments and benefits provided hereafter in this Section 3 and as otherwise set forth in this Agreement. Additionally, if Executive’s employment with the Company is terminated by the Company without Cause during the three (3) month period prior to the Change in Control, including if the termination is done at the express request of the purchasing entity (or any affiliate thereof) in a Change of Control transaction, Executive shall be entitled to the payments and benefits provided hereafter in this Section 3 and as otherwise set forth in this Agreement. For purposes of this Agreement, the effective date of any such termination shall be the date of Executive’s “separation from service” (as defined in Section 409A of the Code) from the Company and is referred to as the “Termination Date.” Notice of termination without Cause or for Good Reason shall be given in accordance with Section 13, and shall indicate the specific termination provision hereunder relied upon, the relevant facts and circumstances, and the last day of employment with the Company.
Sample 1Sample 2
AutoNDA by SimpleDocs
Termination Protection Benefits. If Executive’s employment with the Company is terminated upon or at any time within eighteen months following a Change of Control, by the Company without Cause or by Executive for Good Reason, Executive shall be entitled to the payments and benefits provided hereafter in this Section 3 and as set forth in this Agreement. If Executive’s employment with the Company is terminated prior to a Change of Control, by the Company by virtue of an act or omission by the Company or by Executive for Good Reason, either (i) at the request of a party (other than the Company or an affiliate of the Company) to a bona fide transaction which, if consummated, would result in a Change of Control, whether or not such Change of Control actually occurs, or (ii) in connection with or in anticipation of a Change of Control that subsequently occurs, Executive shall be entitled to the benefits provided hereafter in this Section 3 and as set forth in this Agreement, and Executive’s Termination Date shall be Executive’s last day of employment for purposes of clause (i) and shall be deemed to have occurred immediately following the Change of Control for purposes of clause (ii). If Executive’s employment with the Company is terminated for any reason other than by the Company with Cause or due to Executive’s death or Permanent Disability within the three month period immediately prior to a Change of Control that subsequently occurs, Executive shall be entitled to the benefits provided hereafter in this Section 3 and as set forth in this Agreement, and Executive’s Termination Date shall be deemed to have occurred immediately following the Change of Control. For purposes of this Agreement, the effective date of any such termination is referred to as the “Termination Date.” Notice of termination without Cause or for Good Reason shall be given in accordance with Section 14, and shall indicate the specific termination provision hereunder relied upon, the relevant facts and circumstances, and the Termination Date.
Sample 1

Related to Termination Protection Benefits

  • Termination Benefits (a) If Executive’s employment is voluntarily (in accordance with Section 2(a) of this Agreement) or involuntarily terminated within two (2) years of a Change in Control, Executive shall receive:

  • Other Termination Benefits In addition to any amounts or benefits payable upon a Termination of Employment hereunder, Executive shall, except as otherwise specifically provided herein, be entitled to any payments or benefits provided under the terms of any plan, policy or program of the Company in which Executive participates or as otherwise required by applicable law.

  • Post-Termination Benefits If the Executive's employment shall be terminated for any reason following a Change in Control and during the Term, the Company shall pay to the Executive the Executive's normal post-termination compensation and benefits as such payments become due. Such post-termination compensation and benefits shall be determined under, and paid in accordance with, the Company's retirement, insurance and other compensation or benefit plans, programs and arrangements as in effect immediately prior to the Date of Termination or, if more favorable to the Executive, as in effect immediately prior to the occurrence of the first event or circumstance constituting Good Reason.

  • Compensation Benefits In accordance with Section 142 of the State Finance Law, this contract shall be void and of no force and effect unless the Contractor shall provide and maintain coverage during the life of this contract for the benefit of such employees as are required to be covered by the provisions of the Workers' Compensation Law.

  • Relocation Benefits If the Executive moves his residence in order to pursue other business or employment opportunities during the Continuation Period and requests in writing that the Company provide relocation services, he will be reimbursed for any expenses incurred in that initial relocation (including taxes payable on the reimbursement) which are not reimbursed by another employer. Benefits under this provision will include assistance in selling the Executive's home and all other assistance and benefits which were customarily provided by the Company to transferred executives prior to the Change in Control.

  • Termination and Termination Benefits Notwithstanding the provisions of Section 3, the Executive's employment under this Agreement shall terminate under the following circumstances set forth in this Section 6.

  • Separation Benefits If this Agreement is terminated either by the Company without Cause in accordance with Section 6(c) (including the Company’s non-renewal of this Agreement) or by Employee resigning his employment for Good Reason in accordance with Section 6(d), the Company shall have no further obligation to Employee under this Agreement, except the Company shall provide the Accrued Obligations to Employee in accordance with Section 7(a) plus the following payments and benefits (collectively, the “Separation Benefits”) to Employee: (i) an amount equal to one times the sum of the Base Salary in effect immediately before the Termination Date plus the Annual Bonus received by Employee for the fiscal year preceding the Termination Date (or if Employee was employed for less than one full fiscal year prior to the Termination Date, the Annual Bonus for purposes of this Section 7 shall be the Annual Bonus payable during the current fiscal year at the target amount provided above) (together, the “Separation Pay”); and (ii) during the six-month period commencing on the Termination Date that Employee is eligible to elect and elects to continue coverage for himself and his eligible dependents under the Company’s group heath insurance plan pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), or similar state law, the Company shall reimburse Employee on a monthly basis for the difference between the amount Employee pays to effect and continue such coverage under COBRA and the employee contribution amount that active employees of the Company pay for the same or similar coverage; provided, however, that Employee shall notify the Company in writing within five days after he becomes eligible after the Termination Date for group health insurance coverage, if any, through subsequent employment or otherwise and the Company shall have no further reimbursement obligation after Employee becomes eligible for group health insurance coverage due to subsequent employment or otherwise. The Separation Pay shall be paid to Employee in a lump sum within 60 days of the Termination Date; provided, however, that no Separation Pay shall be paid to Employee unless the Company receives, on or within 55 days after the Termination Date, an executed and fully effective copy of the Release (as defined below). Any COBRA reimbursements due under this Section shall be made by the last day of the month following the month in which the applicable premiums were paid by Employee. For the avoidance of doubt, Employee shall not be entitled to the Separation Benefits if this Agreement is terminated (i) due to Employee’s death; (ii) by the Company due to Employee’s Inability to Perform; (iii) by the Company for Cause; (iv) by Employee without Good Reason; or (v) by non-renewal by Employee in accordance with Sections 4(b) and 6(f).

  • Vacation; Benefits During the Term, the Executive shall be eligible for 20 vacation days annually, which shall be accrued and used in accordance with the applicable policies of the Company. During the Term, the Executive shall be eligible to participate in such medical, dental and life insurance, retirement and other plans as the Company may have or establish from time to time on terms and conditions applicable to other senior executives of the Company generally. The foregoing, however, shall not be construed to require the Company to establish any such plans or to prevent the modification or termination of such plans once established.

  • Compensation Benefits and Reimbursement (a) The compensation specified under this Agreement shall constitute the salary and benefits paid for the duties described in Section 2(b). The Association shall pay Executive as compensation a salary of not less than $_____________ per year ("Base Salary"). Such Base Salary shall be payable biweekly, or with such other frequency as officers and employees are generally paid. During the period of this Agreement, Executive's Base Salary shall be reviewed at least annually. Such review may be conducted by a Committee designated by the Board, and the Board may increase, but not decrease (except a decrease that is generally applicable to all employees), Executive's Base Salary (any increase in Base Salary shall become the "Base Salary" for purposes of this Agreement). In addition to the Base Salary provided in this Section 3(a), the Association shall provide Executive at no cost to Executive with all such other benefits as are provided uniformly to permanent full-time employees of the Association. Base Salary shall include any amounts of compensation deferred by Executive under qualified and nonqualified plans maintained by the Association.

Time is Money Join Law Insider Premium to draft better contracts faster.