The Termination Payment Sample Clauses

The Termination Payment. Termination by the Employer of the Employment Period for Cause (as defined below), in which event the Employment Period shall terminate as of his last day of employment. In the event of the termination of the Employment Period pursuant to this Section 3(c), the Employer shall promptly pay to the Employee a lump sum in cash equal to the Accrued Obligations. For purposes of this Agreement, "Cause" means (i) any willful violation by the Employee of this Agreement or the Stockholders' Agreement that has a material adverse effect on the Employer or its affiliates; (ii) any willful engaging by the Employee, in the Employee's capacity as an employee of the Employer, in gross misconduct that has, or is intended to have, a material adverse effect on the Employer or its affiliates; or (iii) any conviction of the Employee of a felony or other serious crime involving moral turpitude; provided that any act or failure to act of the Employee shall not be considered "willful" unless done or omitted to be done by the Employee not in good faith and without reasonable belief that the Employee's action or omission was in the best interest of the Employer.
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The Termination Payment. For purposes of the Incentive Compensation Plan, the termination by the Employee of the Employment Period for Good Reason pursuant to this Section 3(e) shall be treated under the Incentive Compensation Plan as a termination of employment by the Employer without Cause. For purposes of this Agreement, "Good Reason" means (w) the assignment to the Employer of any duties or responsibilities which are materially inconsistent with the Employer's position (including status, offices, titles and reporting requirements), authority, duties or responsibilities as contemplated hereby, or any other action by the Employer which results in a material diminution in such position, authority, duties or responsibilities; (x) a significant reduction by the Employer in the compensation (including salary and bonuses) and/or benefits provided to the Employee hereunder; (y) any material breach or violation of any material provision of this Agreement or the Stockholders' Agreement by the Employer or JGD which is not cured promptly after receipt by the Employer or JGD of written notice from the Employee setting forth the specific breach or violation; or (z) the Employer's requiring the Employee to be based at any office or location outside of northern New Jersey.
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The Termination Payment. Subject to the terms of this Agreement, in consideration of the General Release provided in Section 4 hereof, in lieu of any rights that Employee may have under any employment, change of control or other severance arrangement with the Company, and provided that Employee remains in compliance with the terms of this Agreement, the Company will pay to Employee: (i) a lump-sum amount, paid on the 60th day following the Separation Date, equal to $456,300, representing 18 months of Base Salary and (ii) a lump-sum amount, paid on the 60th day following the Separation Date, equal to $33,952.86, representing eighteen times the employer portion of the monthly cost of maintaining medical, dental and/or vision benefits for Employee under a group health plan of the Company in accordance with the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”), determined using the COBRA premium rate in effect for the level of coverage that Employee had in place immediately prior to the Separation Date (collectively, the “Termination Payment”). The Termination Payment will be made less applicable withholdings and deductions in accordance with the regular payroll practices of the Company.
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The Termination Payment. Subject to the terms of this Agreement, in consideration of the General Release provided in Section 3 hereof, in lieu of any rights which Employee may have under the GulfMark Offshore, Inc. Severance Benefits Policy, as amended October 23, 2009 (the “Severance Policy”) or the Change of Control Agreement between Employee and the Company, dated January 1, 2017, and provided that Employee remains in compliance with the terms of this Agreement, the Company will pay to Employee: (i) a lump-sum amount, paid on the 60th day following the Separation Date, equal to $140,000, representing six months of Base Salary and (ii) a lump-sum amount, paid on the 60th day following the Separation Date, equal to $4,312.89, representing three times the employer portion of the monthly cost of maintaining medical, dental and/or vision benefits for Employee under a group health plan of the Company in accordance with the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”), determined using the COBRA premium rate in effect for the level of coverage that Employee had in place immediately prior to the Separation Date (collectively, the “Termination Payment”). The Termination Payment will be made less applicable withholdings and deductions in accordance with the regular payroll practices of the Company.
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The Termination Payment 
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Related to The Termination Payment

  • Termination Payment The final payment delivered to the Certificateholders on the Termination Date pursuant to the procedures set forth in Section 9.01(b).

  • Termination Payments In the event of termination of the employment of Executive, all compensation and benefits set forth in this Agreement shall terminate except as specifically provided in this paragraph 4:

  • 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.

  • Separation Payment An ASF Member shall be compensated at the final rate of pay for all unused, accumulated vacation, leave time upon separation from state service, or movement to a vacation ineligible position. An employee on an unpaid leave of absence of more than one (1) year for a purpose other than accepting an unclassified position in state civil service, or an employee on layoff that results in separation from service, may elect to be compensated at the final rate of pay for unused accumulated vacation leave. This accumulated vacation payout shall not exceed two hundred and seventy-five (275) hours, except in the case of the ASF Member's death. Calculation of an ASF Member's hourly rate for purposes of computing vacation separation payment shall be based upon a base of two thousand eighty-eight (2,088) working hours per year. Appointment periods of less than one (1) year in duration shall be prorated on this basis. Except as provided in Article 16, Section C, Subdivision 4 which pertains to the separation payment to retirees, the separation payment will be made in cash.

  • 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).

  • Notice of Payment of Termination Payment As soon as practicable after a liquidation, 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 the Non-Defaulting Party. The Notice shall include a written statement explaining in reasonable detail the calculation of such amount and the sources for such calculation. The Termination Payment shall be made to the Non-Defaulting Party, as applicable, within ten (10) Business Days after such Notice is effective.

  • Termination Pay Effective upon the termination of this Agreement, the Employer will be obligated to pay the Executive (or, in the event of his death, his designated beneficiary as defined below) only such compensation as is provided in this Section 6.5, and in lieu of all other amounts and in settlement and complete release of all claims the Executive may have against the Employer. For purposes of this Section 6.5, the Executive's designated beneficiary will be such individual beneficiary or trust, located at such address, as the Executive may designate by notice to the Employer from time to time or, if the Executive fails to give notice to the Employer of such a beneficiary, the Executive's estate. Notwithstanding the preceding sentence, the Employer will have no duty, in any circumstances, to attempt to open an estate on behalf of the Executive, to determine whether any beneficiary designated by the Executive is alive or to ascertain the address of any such beneficiary, to determine the existence of any trust, to determine whether any person or entity purporting to act as the Executive's personal representative (or the trustee of a trust established by the Executive) is duly authorized to act in that capacity, or to locate or attempt to locate any beneficiary, personal representative, or trustee.

  • Termination Benefits (a) Upon the occurrence of a Change in Control, followed at any time during the term of this Agreement by the voluntary or involuntary termination of Executive's employment, other than for Termination for Cause, the Bank and the Company shall pay Executive, or in the event of his subsequent death, his beneficiary or beneficiaries, or his estate, as the case may be, as severance pay or liquidated damages, or both, a sum equal to three (3) times the average annual base salary paid to Executive for the three (3) years immediately preceding Executive's termination. In the event the Executive has not been employed by the Bank or Holding Company during all or part of the three immediately preceding years, the annual base salary paid to Executive for such periods shall, for purposes of this Section 3, be deemed to be equal to the Executive's initial base salary upon commencing employment adjusted to reflect assumed annual base salary increases of ten percent (10%). At the discretion of Executive, upon an election pursuant to Section 3(e) hereof, such payment may be made in a lump sum immediately upon severance of Executive's employment or paid, on a pro rata basis, semi-monthly during the thirty-six (36) months following the Executive's termination. (b) Upon the occurrence of a Change in Control of the Bank or the Company followed at any time during the term of this Agreement by Executive's voluntary or involuntary termination of employment, other than for Termination for Cause, the Bank shall cause to be continued life, health and disability coverage substantially identical to the coverage maintained by the Bank for Executive prior to his severance. Such coverage shall cease upon the earlier of Executive's obtaining similar coverage by another employer or twelve (12) months from the date of Executive's termination. In the event the Executive obtains new employment and receives less coverage for life, health or disability, the Bank shall provide coverage substantially identical to the coverage maintained by the Bank for the Executive prior to termination for a period of twelve (12) months. (c) Upon the occurrence of a Change in Control, the Executive will have such rights as specified in the Company's Incentive Stock Option Plan or any other employee benefit plan with respect to options and such other rights as may have been granted to Executive under such plans. (d) Upon a Change in Control, the Executive will be entitled to the benefits under the Bank's Management Recognition and Retention Plans. (e) On an annual basis Executive shall elect whether, in the event amounts are payable under Sections 3(a) hereof, such amounts shall be paid in a lump sum or on a pro rata basis pursuant to such sections. Such election shall be irrevocable for the year for which such election is made. (f) Notwithstanding the preceding paragraphs of this Section 3, in the event that: (i) the aggregate payments or benefits to be made or afforded to Executive under said paragraphs (the "Termination Benefits") would be deemed to include an "excess parachute payment" under Section 280G of the Internal Revenue Code of 1986 (the "Code") or any successor thereto, and (ii) if such Termination Benefits were reduced to an amount (the "Non- Triggering Amount"), the value of which is one dollar ($1.00) less than an amount equal to three (3) times Executive's "base amount", as determined in accordance with said Section 280G, and the Non- Triggering Amount would be greater than the aggregate value of the Termination Benefits (without such reduction) minus the amount of tax required to be paid by Executive thereon by Section 4999 of the Code, then the Termination Benefits shall be reduced to the Non-Triggering Amount. The allocation of the reduction required hereby among the Termination Benefits provided by the preceding paragraphs of this Section 3 shall be determined by Executive. In the event that Executive receives the Non-Triggering Amount pursuant to this paragraph (f) and it is subsequently determined by the Internal Revenue Service or judicial authority that Executive is deemed to have received an amount in excess of the Non-Triggering Amount, the Bank or Company shall pay to Executive an amount equal to the value of the payments or benefits in excess of the Non-Triggering Amount he is so deemed to have received.

  • Termination for Non-Payment We may terminate this Agreement with immediate effect by giving written notice to you if you fail to pay any amount due under this Agreement on the due date for payment and remain in default not less than thirty

  • Early Termination Benefit If Early Termination occurs, the Bank shall distribute to the Executive the benefit described in this Section 2.2 in lieu of any other benefit under this Article.