Separation Consideration definition

Separation Consideration means:
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Separation Consideration means the distribution of up to $984,000,000 to be made by the Company to the Company’s shareholders immediately before the consummation of the Spin Transaction.
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Separation Consideration means: (i) a cash amount equal to the sum of the Bonus and eighteen (18) months of Base Salary; and (ii) regular monthly payments (payable 1 month in arrears) equal to the difference between (A) the Executive’s monthly premium rate for health insurance for Executive and Executive’s dependents under the Company’s relevant health insurance plans (e.g., medical, dental, and vision) in effect on the End Date, and (B) the monthly premium paid by Executive for substantially similar health insurance coverage for Executive and Executive’s dependents (whether through the Consolidated Omnibus Budget Reconciliation Act (“COBRA”) or otherwise) after the End Date, until the earlier of (Y) eighteen (18) months from the End Date, or (Z) Executive’s employment by a person, company, or other entity that offers health insurance; provided that, following a Change in Control, the “Separation Consideration” shall mean: (i) a cash amount equal to two times the sum of the Bonus and Base Salary; (ii) regular monthly payments (payable 1 month in arrears) equal to the difference between (A) the Executive’s monthly premium rate for health insurance for Executive and Executive’s dependents (as applicable) under the Company’s relevant health insurance plans (e.g., medical, dental, and vision) in effect on the End Date, and (B) the monthly premium paid by Executive for substantially similar health insurance coverage for Executive and Executive’s dependents (whether through the Consolidated Omnibus Budget Reconciliation Act (“COBRA”) or otherwise) after the End Date, until the earlier of (Y) twenty-four (24) months from the End Date, or (Z) Executive’s employment by a person, company, or other entity that offers health insurance; (iii) a payment equivalent to, or at the discretion of Executive, the continuation of, twenty-four months of other benefits to which Executive was entitled as of the End Date; and (iv) a cash amount of Twenty-Five Thousand Dollars and Zero Cents ($25,000.00), which represents an amount to assist Executive with executive outplacement services. Notwithstanding the foregoing, the Separation Consideration shall be payable within sixty (60) days following the End Date (or as otherwise required by applicable law or as expressly set forth above relating to regular monthly payments or other consideration), provided that Executive shall not be entitled to receive the Separation Consideration unless and until: (x) Executive has executed and delivered the Release to the C...
Sample 1

Examples of Separation Consideration in a sentence

  • Further, Executive acknowledges that any breach of the foregoing would cause damage to the Employer that would be difficult if not impossible to establish and, thus, Executive agrees that he will pay to the Employer as liquidated damages, and not as a penalty, the amount equal to the Separation Consideration paid to Executive, and he expressly waives the right to any further Separation Consideration obligations expressly stated in this Agreement.

  • Employee would not have been entitled to receive the Separation Consideration set forth in Paragraph 2 above had Employee rejected this Agreement and agrees that the Separation Payment is adequate consideration for Employee’s releases and made in this Agreement.

  • If Employee breaches any provision of this Agreement, in addition to any other available remedies, the Company may recover the entire amount of the Separation Consideration that has been made to Employee under this Agreement.

  • The Separation Consideration will be made less the required federal, state and local tax withholdings and deductions.

  • The Company’s payment of the Separation Consideration will be made as soon as practicable after the Effective Date, as defined in Paragraph 8(e) below.

  • If the Executive’s employment with the Company is terminated by the Company without Cause or by the Executive for Good Reason, then Executive shall be entitled to receive: (i) the Accrued Obligations; and (ii) the Separation Consideration.

  • Employee agrees that the Separation Consideration received under this Agreement fully satisfies any potential claims for relief in connection with any charge, complaint, or lawsuit.

  • If Executive decides to revoke this waiver of age discrimination claims and representations made under Section 2 of this Release, Executive must send written notice of revocation to Academy within the Revocation Period and this Release shall be deemed revoked by Executive and Academy shall not be obligated to deliver any portion of the Separation Consideration to Executive.

  • The Parties agree that neither this Agreement nor the furnishing of the Separation Consideration for it will be deemed or construed at any time for any purpose as an admission by Employer of any liability or wrongful conduct of any kind.

  • Employee understands that Employee is not releasing any claim relating to: (i) the Separation Consideration, or the right to enforce this Agreement; (ii) Employee’s right, if any, to claim government-provided unemployment benefits or worker’s compensation benefits, if applicable and Employee qualifies; (iii) any rights or claims that Employee may have which arise after the date Employee executes this Agreement; or (iv) any claims that cannot be waived by law.


More Definitions of Separation Consideration

Separation Consideration means: (i) a cash amount equal to the sum of the Bonus and (A) if the End Date is on or before December 31, 2015, twelve (12) months of Base Salary; or (B) if the End Date is on or after January 1, 2016, eighteen (18) months of Base Salary; and (ii) regular monthly payments (payable 1 month in arrears) equal to the difference between (A) the Executive’s monthly premium rate for health insurance for Executive and Executive’s dependents under the Company’s relevant health insurance plans (e.g., medical, dental, and vision) in effect on the End Date, and (B) the monthly premium paid by Executive for substantially similar health insurance coverage for Executive and Executive’s dependents (whether through the Consolidated Omnibus Budget Reconciliation Act (“COBRA”) or otherwise) after the End Date, until the earlier of (X) twelve (12) months from the End Date, if the End Date occurs on or before December 31, 2015; (Y) eighteen (18) months from the End Date, if the End Date occurs on or after January 1, 2016; or (Z) Executive’s employment by a person, company, or other entity that offers health insurance; provided that, following a Change in Control, the “Separation Consideration” shall mean: (i) a cash amount equal to the sum of: (A) if the End Date is on or before December 31, 2015, eighteen (18) months of Base Salary and one and a half (1.5) times the Bonus; or (B) if the End Date is on or after January 1, 2016, two times the Bonus and Base Salary; (ii) regular monthly payments (payable 1 month in arrears) equal to the difference between (A) the Executive’s monthly premium rate for health insurance for Executive and Executive’s dependents (as applicable) under the Company’s relevant health insurance plans (e.g., medical, dental, and vision) in effect on the End Date, and (B) the monthly premium paid by Executive for substantially similar health insurance coverage for Executive and Executive’s dependents (whether through the Consolidated Omnibus Budget Reconciliation Act (“COBRA”) or otherwise) after the End Date, until the earlier of (X) eighteen (18) months from the End Date, if the End Date occurs on or before December 31, 2015; (Y) twenty-four (24) months from the End Date, if the End Date occurs on or after January 1, 2016; or (Z) Executive’s employment by a person, company, or other entity that offers health insurance; (iii) if the End Date is: (x) on or before December 31, 2015, then a payment equivalent to, or at the discretion of Executive, the contin...
Sample 1
Separation Consideration means: (i) a cash amount equal to two times the sum of the Bonus and the Base Salary; (ii) for twenty-four (24) months from the End Date, regular monthly payments (payable 1 month in arrears) equal to the total monthly premiums paid by Executive for (A) welfare benefit coverage (medical, dental and vision) for Executive and Executive’s dependents which is substantially similar to the coverage provided under the Company’s welfare benefit plans as of the End Date (whether through the Consolidated Omnibus Budget Reconciliation Act (“COBRA”) or otherwise), and (B) life insurance coverage for Executive which is substantially similar to the coverage provided by the Company to Executive during the Employment Period; (iii) a payment equivalent to, or at the discretion of Executive, the continuation of, twenty-four (24) months of other benefits to which Executive was entitled as of the End Date; (iv) any outstanding Restricted Stock issued to Executive as of the End Date will continue to be owned by the Executive (and will not lapse or be forfeited to the Company) for a period of twenty-four (24) months from the End Date as if the Executive was still employed by the Company during such time; (v) any outstanding Incentive Stock Options, Non-Qualified Stock Options, or Stock Appreciation Rights (collectively, “Stock Options”) issued to Executive and exercisable as of the End Date shall remain exercisable for, and shall otherwise terminate on, the earlier of (A) a period of twenty-four (24) months from the End Date, or (B) the expiration date of the Stock Options; and (vi) for twelve (12) months from the End Date, the continued use of Executive’s office in Kansas City, Kansas and executive assistant support; provided that, following a Change in Control, the “Separation Consideration” shall mean: (i) a cash amount equal to three times the sum of the Bonus and the Base Salary; (ii) for thirty-six (36) months from the End Date, regular monthly payments (payable 1 month in arrears) equal to the total monthly premiums paid by Executive for (A) welfare benefit coverage (medical, dental and vision) for Executive and Executive’s dependents which is substantially similar to the coverage provided under the Company’s welfare benefit plans as of the End Date (whether through the Consolidated Omnibus Budget Reconciliation Act (“COBRA”) or otherwise), and (B) life insurance coverage for Executive which is substantially similar to the coverage provided by the Company to Executive du...
Sample 1

Related to Separation Consideration

  • Option Consideration has the meaning set forth in Section 3.3(a).

  • Acquisition Consideration means the purchase consideration for any Permitted Acquisition and all other payments by Holdings or any of its Subsidiaries in exchange for, or as part of, or in connection with, any Permitted Acquisition, whether paid in cash or by exchange of Equity Interests or of properties or otherwise and whether payable at or prior to the consummation of such Permitted Acquisition or deferred for payment at any future time, whether or not any such future payment is subject to the occurrence of any contingency, and includes any and all payments representing the purchase price and any assumptions of Indebtedness, “earn-outs” and other agreements to make any payment the amount of which is, or the terms of payment of which are, in any respect subject to or contingent upon the revenues, income, cash flow or profits (or the like) of any person or business; provided that any such future payment that is subject to a contingency shall be considered Acquisition Consideration only to the extent of the reserve, if any, required under GAAP at the time of such sale to be established in respect thereof by Holdings or any of its Subsidiaries.

  • Transaction Consideration has the meaning set forth in Section 11.7 hereof.

  • Earnout Consideration has the meaning specified in Section 2.05(a).

  • Earn-Out Consideration has the meaning set forth in Section 2.08(a)(i).

  • Conversion Consideration shall have the meaning specified in Section 14.12(a).

  • Base Consideration has the meaning set forth in Section 1.2.

  • Net Consideration means “net consideration” as defined in Regulation Section 1.848-2(f));

  • Merger Consideration has the meaning set forth in Section 2.1(a).

  • Final Consideration means the entire consideration proposed by a Successful Bidder(s) in the course of the E-Auction, and required to be paid by the Successful Bidder(s) on Consideration Payment Date to acquire the Corporate Debtor as a whole on a going concern.

  • Initial Consideration has meaning ascribed by Clause 4.1;

  • Contract Consideration has the meaning set forth in the definition of “Excess Cash Flow.”

  • Scheme Consideration means, in respect of:

  • Stock Consideration has the meaning set forth in Section 2.01(c).

  • Share Consideration has the meaning given to it in Section 2.2;

  • Aggregate Stock Consideration has the meaning set forth in Section 3.01(b)(iii).

  • Non-Cash Consideration means the Fair Market Value of non-cash consideration received by the Borrower or a Subsidiary in connection with an Asset Sale less the amount of cash or Cash Equivalents received in connection with a subsequent sale of or collection on such Non-Cash Consideration.

  • Base Merger Consideration means $1,200,000,000.

  • Total Consideration means the total amount (but without duplication) of (a) cash paid in connection with any Acquisition, plus (b) Indebtedness for borrowed money payable to the seller in connection with such Acquisition, plus (c) the fair market value of any equity securities, including any warrants or options therefor, delivered to the seller in connection with any Acquisition, plus (d) the amount of Indebtedness assumed in connection with any Acquisition.

  • Cash Consideration has the meaning set forth in Section 2.2.

  • Initial Merger Consideration has the meaning set forth in Section 2.2(a).

  • Common Stock Consideration has the meaning set forth in Section 1.6(b).

  • Cash Merger Consideration has the meaning set forth in Section 2.9(a).

  • Closing Consideration shall have the meaning set forth in Section 2.1(b).

  • Total Merger Consideration has the meaning set forth in Section 2.2(a).

  • Unit Consideration has the meaning set forth in Section 2.2(a).