Transition Payments. In the event that Wal-Mart should initiate the termination of the Associate's employment, Wal-Mart will, for a period of two (2) years from the effective date of such termination ("the Transition Period"), continue to pay the Associate his or her base salary at the rate in effect on the date of termination, subject to such withholding as may be required by law and subject to the following conditions and offsets:
(A) Transition Payments will not be payable if the Associate is terminated as the result of a violation of Wal-Mart policy;
(B) In the event that the Associate is demoted or reassigned so that he or she ceases to be a key executive as defined or determined by the Executive Committee, the Associate will no longer be bound by the Covenant Not to Compete set forth in Paragraph 4 below and will cease to be eligible for any of the benefits or payments (e.g., Transition Payments) provided by this Agreement. In addition, it is understood that, upon ceasing to be a key executive, the Associate would forfeit the stock options granted by this Agreement, but only to the extent that those options have not vested as of the date of demotion or reassignment;
(C) No Transition Payments will be payable if the Associate voluntarily resigns or retires from his or her employment with Wal- Mart;
(D) Given the availability of other programs designed to provide financial protection in such circumstances, Transition Payments will not be payable under this Agreement in the event of the Associate's death or disability. If the Associate should die during the Transition Period, Transition Payments will cease at that time, and his or her heirs will have no entitlement to the continuation of such payments. Transition Payments will not be affected by the disability of the Associate during the Transition Period.
(E) Transition Payments will be offset by any amounts that the Associate may earn during the Transition Period by virtue of self- employment or employment with, or involvement in, an entity other than a Competing Business as defined in Paragraph 4(B) below. Violation by the Associate of his obligations under Paragraph 4 or Paragraph 5 below, or any other act that is materially harmful to Wal-Mart's business interests, during the Transition Period will result in the immediate termination of Transition Payments in addition to any other remedies that may be available to Wal-Mart;
(F) Transition Payments will be payable on such regularly scheduled paydays as may be adopted an...
Transition Payments. If the transition responsibilities outlined in Section 2.16.9, Contractor Transition Responsibilities, arise based on a termination of this Contract, reimbursement will be governed by the provisions of Section 2.16,
Transition Payments. For purposes of this Agreement, the term “Transition Period” means a period of two (2) years from the effective date of Associate’s termination of employment with Walmart. If Walmart terminates Associate’s employment, Walmart will pay Associate during the Transition Period an amount equal to Associate’s base salary at the rate in effect on the date of termination (“Transition Payments”), subject to such withholding as may be required by law and subject to the conditions set forth in this Section 2. Transition Payments will commence and be paid at the times and in the amounts provided in Section 2(E).
Transition Payments. To induce the Company’s affiliates to enter into the transactions contemplated by the Merger Agreement, for which you will receive substantial benefit, you, Medex and the Company hereby agree that (a) the benefits under Section 6(c) of the Agreement (the “Change in Control Benefits”), (b) the remaining payments to be made in accordance with Section 7 of the Agreement (the “Compete Payment”), and (c) your bonus for the 2004 fiscal year (the “Bonus Payment,” and together with the Change in Control Benefits and the Compete Payment, the “Transition Payments”) shall be paid in accordance with Section 3 below. You further agree that you will not be entitled to receive the Compete Payment or the Bonus Payment if you voluntarily terminate your employment with Medex during the Transition Period (as defined in Section 3 below), and you will not be entitled to receive the Change in Control Benefits if you voluntarily terminate your employment with Medex before the first anniversary of Closing. It is understood and agreed by the parties that any termination for Good Reason (as defined below) shall not be deemed to be a voluntary termination for purposes of this letter. “Good Reason” shall mean (A) a material breach by Medex of any material obligation under the Agreement that is not curable or that is not cured within 30 days after written notice thereof from you to Medex or (B) your relocation from the present metropolitan area of employment, without your consent.
Transition Payments. The Associate and Wal-Mart agree that the existing language in the Transition Agreement concerning the timing of post-employment payments shall be superseded by the following language:
Transition Payments. An employee whose employment is terminated for reasons set out in subclause (1) hereof shall be entitled to the following amount of severance pay in respect of a continuous period of service: Period of continuous service Severance pay Up to the completion of 2 years 4 weeks’ pay 2 years and up to the completion of 3 years 6 weeks’ pay 3 years and up to the completion of 4 years 8 weeks’ pay 4 years and up to the completion of 5 years 10 weeks’ pay 5 years and over 12 weeks’ pay
Transition Payments. Subject to compliance with the terms and conditions of this Agreement, and specifically Sections 4(b)(iv), 5, 6, 7, 8, and 9, the Associate shall receive total transition payments of $1,891,126, less applicable withholding (the “Transition Payments”). As soon as practical after the Retirement Date, but not to exceed 45 days after the Retirement Date, the Associate will receive the first installment of the Transition Payments in a lump-sum payment in the amount of $472,782, less applicable withholding. Thereafter, the Associate shall receive the remaining $1,418,344 of the Transition Payments, less applicable withholding, over an eighteen (18) month period in equal bi-weekly installments beginning at the end of the regularly scheduled pay period six (6) months after the Retirement Date. Such amounts are inclusive of all amounts to which the Associate would have been entitled under the Post-Termination Agreement and Covenant Not to Compete entered into as of March 23, 2010 between the Associate and Walmart (the “Non-Competition Agreement”).
Transition Payments. Commencing on your Effective Date and for the duration of your Transition Period, you will receive from the Company twenty-six (26) bi-weekly payments equal to $79,400 each, less applicable withholdings and according to normal payroll procedures.
Transition Payments. The parties hereto acknowledge and agree that the District shall distribute funds to Clackamas County for the operation of the Clackamas Corner and Oak Lodge Libraries pursuant to the alternative Service Area Maps described on Attachment B until such time as the City of Happy Valley and the City of Gladstone construct facilities sufficient to serve such area. During the term of such distributions, the Parties anticipate that the County libraries will be operated in a manner consistent with the Service Standards. Upon completion of such facilities, distributions shall be made based on the indicated Service Area Maps. To the extent the annual distribution of funds to Clackamas County is greater than the annual need to operate such libraries, the District shall retain such funds in trust for the Cities of Gladstone and/or Happy Valley, respectively, for distribution at such time as such City is constructing new library facilities.
Transition Payments. In consideration of the performance by ------------------- Supplier of the services contemplated by this Agreement with respect to the Transition of Products, including without limitation the services set forth in this Article XVIII, GWI shall pay to Supplier the amounts set forth on Schedule -------- 18.3 attached hereto and incorporated herein by reference, which amounts shall ---- be invoiced to GWI by Supplier monthly in arrears and due within thirty (30) days after receipt of such invoice. The parties acknowledge and agree that they will mutually work to complete Schedule 18.3 promptly after the Effective Time ------------- and will evidence their agreement by attaching an initialed copy of such Schedule to each original execution copy of this Agreement.
