Separation Pay and Benefits Sample Clauses

Separation Pay and Benefits. In exchange for your performance of the Services and your promises set forth in this Agreement, and beginning as soon as practicable after the eighth (8th) day following your submission of a signed version of this Agreement in accordance with Section 10 below (the "Effective Date"), the Company agrees to provide you with the following payments and benefits (the "Separation Pay and Benefits"): (i) Fee payments at a rate equal to your most recent monthly base salary amount in effect prior to the Separation Date, which amounts will be paid during the Service Term in monthly installments on the last business day of each month commencing on November 30, 2004. (ii) Eligibility for 2004 annual bonus, as determined by the Compensation Committee of the Board in its sole discretion, the amount of which will be based on the Compensation Committee's assessment of (a) your performance in relation to previously agreed CEO objectives for the period from January 1, 2004 through October 29, 2004, and (b) your performance as Vice-Chairman for the period from the Effective Date through December 31, 2004. To the extent the Compensation Committee of the Board determines to award you a 2004 annual bonus, such bonus will be paid to you at the same time that 2004 annual bonuses are paid to senior executives of the Company. (iii) Continuation of vesting of your stock options during the Service Term; all vested options will remain exercisable for a period of 3 months after the Service Term. (iv) Upxx xxxxxxxxxx xx the appropriate COBRA(1/) forms, and subject to all the requirements of COBRA, during the Service Term, continuation of your participation in the Company's medical insurance plans at the Company's cost. After the Service Term, you will have the right to continue your medical insurance, subject to the requirements of COBRA, at your own cost. The "qualifying event" under COBRA shall be deemed to have occurred on the Separation Date. You acknowledge that, except for (x) the specific financial consideration set forth in this Agreement, and (y) your final wages and any pay for accrued but unused vacation, which have been paid to you in accordance with the Company's regular payroll practices and applicable law, you are not now and will not in the future be entitled to any other compensation from the Company, including, without limitation, other wages, commissions, bonuses, vacation pay, holiday pay, paid time off or any other form of compensation or benefit.

Separation Pay and Benefits. Specifically in consideration of your signing this Agreement and subject to the limitations, obligations, and other provisions contained in this Agreement, the Company agrees as follows: a. [See Employment Agreement]

Separation Pay and Benefits. In consideration of, subject to and conditioned on (a) Executive’s execution of this Agreement and compliance with its terms and conditions, and (b) Executive’s execution on or within twenty-one (21) days following the Tender Date and non-revocation thereof of the Waiver and Release of Claims set forth in Exhibit A (the “Release”, and the first date on which the Release is executed and delivered with all periods for revocation thereof expired the “Release Effective Date”), Executive will be entitled to receive the severance benefits described in this Section 2 (subject to the terms and conditions set forth in this Agreement). (a) The Company will pay to Executive severance pay (“Cash Severance”) in the total amount of $1,195,000.00, less all required tax withholdings and other authorized deductions, on the 60th day after the Effective Date. The Cash Severance provided for in this Section 2(a) is in full satisfaction of the Company’s obligations under Sections 3(b), 4(b), 5 and 6(b) of the CIC Agreement. (b) Effective as of the close of business on the Release Effective Date, the following restricted shares granted to Executive will be deemed fully vested and any restrictions on such restricted shares will fully lapse and will be settled in accordance with the provisions of the Company’s 2013 Equity Incentive Plan and the applicable award agreement. (i) The restricted shares granted to Executive on March 2, 2016 and designated the 2015 Annual Long-Term Incentive Award, of which 2,288 shares are unvested as of the Termination Date; (ii) The restricted shares granted to Executive on March 2, 2016 and designated the 2015 Long-Term Incentive Award, of which 1,326 shares are unvested as of the Termination Date; (iii) The restricted shares granted to Executive on March 5, 2015 and designated the 2014 Annual Long-Term Incentive Award, of which 2,014 shares are unvested as of the Termination Date; (iv) The restricted shares granted to Executive on March 5, 2015 and designated the 2014 Long-Term Incentive Award, of which 979 shares are unvested as of the Termination Date; (v) The restricted shares granted to Executive on March 6, 2014 and designated the 2013 Annual Long-Term Incentive Award, of which 930 shares are unvested as of the Termination Date. (c) All other restricted shares and bonus stock granted to Executive pursuant to the 2013 Equity Incentive Plan or the 2004 Equity Incentive Plan, as amended, that were outstanding and unvested as of the Termination Da...

Separation Pay and Benefits. In consideration for you signing, delivering, and not revoking this Agreement, and in exchange for the promises, covenants and waivers set forth herein, the Company agrees to the following: a. to pay you a lump-sum payment in the gross amount of $1,250,000, less applicable withholdings and deductions, reflecting the amount of your discretionary bonus for services performed in calendar year 2014, payable within fifteen (15) business days after this Agreement is fully executed, but in no event more than thirty (30) days following the Resignation Date, provided that you have not revoked it as set forth below, and further provided that you are in full compliance with this Agreement as of the payment date; and b. to pay you a lump-sum payment in the gross amount of $2,700,000, less applicable withholdings and deductions, payable within fifteen (15) business days after this Agreement is fully executed, but in no event more than thirty (30) days following the Resignation Date, provided that you have not revoked it as set forth below, and further provided that you are in full compliance with this Agreement as of the applicable payment date; and c. to allow you to continue to vest in any unvested restricted stock units (“RSUs”) granted to you pursuant to grant agreements dated March 31, 2013 and March 31, 2014 (the “Grant Agreements”) in accordance with the schedules and conditions set forth in the Grant Agreements (other than any requirement to be employed on the applicable vesting date), provided that you are in full compliance with this Agreement as of each applicable vesting date, and further provided that you acknowledge and agree that your outstanding, unvested RSUs will be converted into Deferred Cash Awards at the Offer Price (as set forth in the Tender Offer Agreement by and among BGC Partners, Inc., BGC Partners, L.P. and GFI Group Inc., dated as of February 19, 2015 (the “Tender Offer Agreement”)) payable on the same vesting schedules as specified in the Grant Agreements.

Separation Pay and Benefits. Specifically in consideration of your signing this Agreement and subject to the limitations, obligations, and other provisions contained in this Agreement: a. Delcath agrees to pay you months’ severance, in the total gross amount of and /100 Dollars ($ ), less applicable deductions and withholding. FOR TERMINATIONS OCCURRING OUTSIDE OF THE 24-MONTH PERIOD FOLLOWING A CHANGE OF CONTROL, INSERT: [The separation pay described in this Section 2.a. will be divided into approximately equal installments and paid at regular payroll intervals, but in no event less frequently than monthly, during the 12-month period immediately following the Separation Date. Payments will commence on the first payroll cycle coinciding with or immediately following the 60th calendar day after the Separation Date, provided within such 60-day period (i) you have signed and returned this Agreement to Delcath, and (ii) the rescission period set forth in Section 5 has expired without rescission. Any payments pursuant to this Section 2.a. that, but for the immediately preceding sentence, would otherwise have been payable by Delcath during such 60-day period will be paid by Delcath in a lump sum on the first payroll cycle after the expiration of such period, and the balance of such severance will be paid in approximately equal installments over the remainder of such 12-month period according to the original payment schedule.] FOR TERMINATIONS OCCURRING WITHIN 24 MONTHS OF A CHANGE OF CONTROL, INSERT: [The separation pay described in this Section 2.a. will be paid to you in a lump sum on the sixtieth (60th) calendar day following the Separation Date, provided within such 60-day period (i) you have signed and returned this Agreement to Delcath and (ii) the rescission period set forth in Section 5 has expired without rescission.] b. Provided you timely elect pursuant to COBRA to continue to participate in Delcath’s group health and/or dental plans, Delcath agrees to pay the COBRA premiums for health and/or dental coverage under the plans through , 20 (the “COBRA Payment Period”). Delcath will discontinue payments under this Section 2.b. before , 20 if and at such time as you (i) are covered or eligible to be covered under the health and/or dental plan of a new employer, or (ii) cease to participate, for whatever reason, in Delcath’s group health and/or dental plans, and you agree to promptly provide Delcath notice if you become covered or eligible to be covered under the health and/or dental p...

Separation Pay and Benefits. Subject to Executive’s compliance with the terms and conditions of this Agreement and the expiration of the Revocation Period of the Agreement required per Section 12 of this Agreement, in full and complete satisfaction of any and all obligations of the Company to Executive arising from or related to the Employment Agreement, Executive’s employment with the Company, service as a member of the Board or otherwise, the Executive shall receive the following: (a) Provided that Executive signs and does not revoke this Agreement as provided for in Sections 11 and 12 of this Agreement, Executive shall receive a severance equal to one-year of Executive’s base pay in effect as of the Termination Date, less applicable withholding taxes, payable over the next 13 payroll periods, in accordance with the Company’s regular payroll policies. Of this amount, $75,000 shall be attributable to Executive’s waiver of claims under the Age Discrimination in Employment Act (“ADEA”); and (b) Reimbursement of all business related expenses incurred by Executive prior to the Termination Date to the extent such expenses would have been reimbursable pursuant to Section 4 of the Executive’s Employment Agreement. Executive acknowledges and agrees that, except as provided above, no other payments or benefits are due from the Company on any basis whatsoever, including but not limited to payments or benefits Executive may have been entitled to under this prior Employment Agreement which is null and void. Executive further acknowledges and agrees that all of Executive’s outstanding, unvested stock options and restricted stock awards are forfeited as of the Termination Date. Executive acknowledges and agrees that the consideration provided in the Agreement represents consideration over and above that to which Executive otherwise would be entitled, that the consideration would not have been provided had Executive not signed this Agreement, and that the consideration is in exchange for the signing of this Agreement.

Separation Pay and Benefits. In full consideration of EMPLOYEE signing, returning, and not revoking this Agreement within the time periods specified below in Section 21, CUBIC will provide EMPLOYEE with the following separation benefits to which employee is not otherwise entitled:

Separation Pay and Benefits. (a) Upon any termination of the Executive’s employment pursuant to Section 5(a) (“Termination for Cause”), Section 5(b) (“Death”) or Section 5(d) (“Voluntary Termination”), the Executive (or her legal representative, if applicable) shall be entitled to any unpaid compensation and benefits that have accrued as of and through the date of termination, to be paid within 60 days of the Executive’s termination. (b) Upon any termination of the Executive’s employment pursuant to Section 5(c) (“Disability”), the Executive (or her legal representative, if applicable) shall be entitled to any unpaid compensation and benefits that have accrued as of and through the date of termination. If the Company has a disability policy in effect at the time of the termination under which the Executive is entitled to receive benefits as a result of the Disability, and the Executive’s termination of employment qualifies as a “separation from service” for purposes of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code), and the Treasury Regulations and other official guidance issued thereunder (collectively, “Section 409A”), then the Executive (or her legal representative, if applicable) shall also be entitled to receive continuation of the Executive’s Base Salary from the date of termination through the date that the Executive begins to receive benefits under such disability policy, but in no event for a period longer than six months. Any Base Salary continuation shall be paid in accordance with the Company’s standard payroll practices; provided, however, in the event that Section 409A requires the payment of such severance pay to be delayed by six-months following the Executive’s termination, the Base Salary that otherwise would have been paid to the Executive during such six-month period shall instead be paid in a lump sum on the six-month anniversary of the Executive’s separation from service or within 30 days thereof. (c) Upon any termination of the Executive’s employment pursuant to Section 5(e) (“Voluntary Termination for Good Reason”) or Section 5(f) (“Termination without Cause”), then if the Executive executes the Release and Waiver required by Section 10 and such Release and Waiver is not revoked on or before the expiration of the revocation period thereof, and the Executive has complied with the return of property and information provision set forth in Section 9, then the Executive shall be entitled to the following: (i) any unpaid compensation and be...

Separation Pay and Benefits. In consideration for executing this Separation Agreement and in exchange for the promises, covenants and waivers set forth herein, provided Executive has not revoked this Separation Agreement as set forth below and has complied with the obligations of Section 1(c) and all post-employment obligations under this Separation Agreement, and further provided that Executive re-executes and does not revoke this Separation Agreement as set forth below and that the re-executed Separation Agreement has become effective and non-revocable by the sixtieth (60th) day after the Separation Date and that Executive continues to comply with the obligations of Section 1(c) and all post-employment obligations under this Separation Agreement, the following provisions shall apply.

Separation Pay and Benefits. Notwithstanding Executive’s separation with the Company and conditioned upon Executive’s nonrevocation of, and compliance with, this Agreement, including the releases that form a material part of this Agreement, the Company shall provide Executive with the following: (a) a cash payment equal to $485,754, representing the unpaid portion of the performance bonuses previously earned by Executive in respect of performance during fiscal year 2013, which shall be paid by the Company at such time as such unpaid portion would be payable to senior executives of the Company generally; (b) a pro rata bonus with respect to fiscal year 2015 in an amount equal to the product of (i) the full-year bonus Executive would have received with respect to fiscal year 2015 based on actual performance had Executive been employed as President and Chief Executive Officer of the Company through the end of fiscal year 2015, multiplied by (ii) 25%, payable at such time as fiscal year 2015 bonuses would be payable to senior executives of the Company generally; (c) notwithstanding the terms of any award agreement to the contrary, accelerated vesting as of the end of the revocation period set forth in Section 5 of the performance share unit awards granted to Executive under the Company’s equity incentive plans on May 23, 2013 and May 24, 2014, with such awards vesting as to the target number of shares, without proration (it being understood that the performance share unit award that was granted to Executive on May 24, 2012 and the restricted stock unit award that was granted to Executive on May 27, 2010 shall remain outstanding and continue to vest in accordance with their respective terms); (d) all stock option awards granted to Executive under the Company’s equity incentive plans (i) that are outstanding but unvested as of the Completion Date shall be forfeited as of the Completion Date, and (ii) that are outstanding and vested as of the Completion Date shall be treated in accordance with their respective terms; and (e) Company-paid board placement services in an aggregate amount not to exceed $150,000.