Benefits Upon Termination Clause Samples
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Benefits Upon Termination. (a) If this Agreement is terminated for any reason by the Company or by the Executive (in such a case, the date on which the Executive’s employment by the Company terminates is referred to as the “Severance Date”), the Company shall have no further obligation to make or provide to the Executive, and the Executive shall have no further right to receive or obtain from the Company, any payments or benefits or compensation or damages except as follows:
(i) The Company shall pay the Executive (or, in the event of his death, the Executive’s estate) his Accrued Obligations;
(ii) In the event of an Involuntary Termination, each outstanding option, restricted stock award or other stock-based award granted by the Company to the Executive shall be automatically accelerated so that such award shall be vested in full as of the Severance Date; and
(iii) In the event of a Change of Control Termination, the Company shall pay the Executive in one lump sum, subject to tax withholding and other authorized deductions, an amount equal to US$5 million (the “Severance Benefit”), subject to the Executive’s execution of the documents in accordance with clause 12.5(b).
(b) Notwithstanding the foregoing provisions of this clause 12.3, if any of the events set forth in clause 12.1(b), which give rise to the Company’s option to terminate this Agreement, shall have occurred prior to the Severance Date or if the Executive shall be in breach of clauses 14, 15 or 16 (whether prior to or after the Severance Date) (x) the Executive shall not be entitled to claim any compensation or damages for or in respect of or by reason of such termination and (y) the Executive shall no longer be entitled to the additional benefits prescribed by clause 12.3(a)(ii).
(c) The Executive agrees that the payments contemplated by this clause 12.3 (and any applicable acceleration of vesting of an equity-based award in accordance with the terms of such award in connection with the termination of the Executive’s Appointment) shall constitute the exclusive and sole remedy for the Executive and the Executive covenants not to assert or pursue any other remedies, at law or in equity, with respect to any termination of the Appointment. The Company and the Executive acknowledge and agree that there is no duty of the Executive to mitigate damages under this Agreement. All amounts paid to the Executive pursuant to clause 12.3 shall be paid without regard to whether the Executive has taken or takes actions to mitigate dama...
Benefits Upon Termination. If Executive’s employment with the Company is terminated during the Period of Employment for any reason by the Company or by Executive, the Company shall have no further obligation to make or provide to Executive, and Executive shall have no further right to receive or obtain from the Company, any payments or benefits except as follows:
(i) The Company shall pay Executive (or, in the event of Executive’s death, Executive’s estate) any Accrued Obligations (as defined below) within the thirty (30) day period following the date Executive’s employment terminates (the “Separation Date”), or such earlier date as may be required by applicable law, and Executive shall receive any vested accrued benefits for which Executive remains eligible under the Company’s employee welfare benefit and retirement plans, payable according to the terms of such plans.
(ii) If, during the Period of Employment, Executive’s employment with the Company ends as a result of an involuntary termination by the Company without Cause, or Executive’s resignation for Good Reason, then, in addition to the amounts payable under Section 5(c)(i), subject to Executive’s timely execution and non-revocation of the general release described in Section 5(d) (the “General Release”) and the other conditions and limitations herein, Executive shall be eligible to receive (A) Base Salary continuation (at the rate in effect immediately prior to the Separation Date), payable in substantially equal installments on each of the Company’s regular payroll payment dates during the twelve (12) months following the Separation Date (the “Severance Period”) and subject to all applicable taxes and withholdings; (B) Equity Compensation continuation by which all Equity Compensation due Executive, as outlined in Exhibit C, shall continue to vest according to the original vesting schedule during the Severance Period, subject to Executive’s compliance with the terms of this Agreement and the applicable award agreements; and (C) in the event that Executive and Executive’s dependents are eligible for and timely elect medical and dental continuation coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), a monthly cash payment equal to the monthly premium costs for medical and dental COBRA continuation coverage at the rate of the Company’s normal contribution for active employees at the Executive’s coverage level as in effect immediately prior to the Executive’s termination for the period...
Benefits Upon Termination. (a) If the Executive’s employment by the Company is terminated during the Term by the Company for Cause, by the Executive without Good Reason, or due to Disability or the Executive’s death (in any case, the date that the Executive’s employment by the Company terminates is referred to as the “Severance Date”), the Company shall have no further obligation to make or provide to the Executive (or the Executive’s estate in the case of his death), and the Executive (or his estate, as applicable) shall have no further right to receive or obtain from the Company, any payments or benefits other than payment, within 30 days after the Severance Date, of (i) any Base Salary that had accrued but had not been paid (including accrued and unpaid vacation time) on or before the Severance Date; (ii) in the case of death or Disability, any bonus payment as provided pursuant to Section 3.2 of this Agreement, and (iii) any reimbursement due to the Executive pursuant to Section 4.2 for expenses incurred by the Executive on or before the Severance Date (the “Accrued Obligations”).
(b) If, during the Term, the Executive’s employment is terminated by the Company without Cause or by the Executive with Good Reason, the Company shall pay the Executive (in addition to the Accrued Obligations payable in accordance with Section 5.3(a)) the following benefits (the “Severance Benefits”):
(i) an amount equal to six (6) months (the “Severance Period”) of his Base Salary at the rate in effect on the Severance Date, payable in equal installments in accordance with the Company’s normal payroll periods;
(ii) any earned but unpaid bonus for any calendar year ending on or prior to the Severance Date, determined in accordance with Section 3.2, payable sixty (60) days following the Severance Date; plus an amount equal to the average of the three (3) most recent annual bonuses earned by the Executive prior to the Severance Date, payable sixty (60) days following the Severance Date; and
(iii) to the extent that the Executive elected to participate in the Company’s group medical plan and if the Executive is eligible for and timely and properly elects medical continuation coverage under the Consolidated Omnibus Budget Reconciliation Act of 1984 (“COBRA”), the Company shall reimburse the Executive for the monthly COBRA premium paid by the Executive for himself and his dependents. Such reimbursement shall be paid to the Executive with the second payroll period of the month immediately following the month...
Benefits Upon Termination. Without prejudice to Sections 6(d) and 6(e), all benefits provided under Section 2(b) hereof shall be extended, at Executive’s election and cost, to the extent permitted by the Company’s insurance policies and benefit plans, for 18 months after Executive’s Termination Date, except (i) as required by law (e.g., COBRA health insurance continuation election), or (ii) in the event of a termination described in Section 6(a).
Benefits Upon Termination. Unless the Executive is entitled to benefits under Section 3(b) of this Agreement, if the Executive’s employment terminates as a result of Involuntary Termination prior to June 15, 2007 and the Executive signs and does not revoke a Release of Claims, then the Company shall pay the Executive’s Base Compensation on a salary continuation basis in accordance with the Company’s normal payroll practices to the Executive for twelve (12) months from the Termination Date. The Executive shall not be entitled to receive any payments if the Executive voluntarily terminates employment other than as a result of an Involuntary Termination.
Benefits Upon Termination. All health and welfare benefits provided under Section 2(b) shall be extended, at Executive’s timely and proper election and cost (such cost to Executive to be in the same amount as the cost for providing such benefits to existing employees), to the extent permitted by the Company’s insurance policies and benefit plans, for twelve (12) months after Executive’s Termination Date, except (i) as required by law (e.g., COBRA health insurance continuation election) or (ii) in the event of a termination described in Section 5(a) or 5(f).
Benefits Upon Termination. If the Executive becomes eligible for benefits under Section 3 above, the Company shall pay or provide to the Executive the following compensation and benefits:
Benefits Upon Termination. If the Executive’s employment by the Employers shall be terminated subsequent to a Change in Control by (i) the Employers for other than Cause, Disability, Retirement or the Executive’s death, or (ii) the Executive for Good Reason, then the Employers shall, subject to the provisions of Section 3 hereof, if applicable:
(a) pay to the Executive, in a lump sum within five business days following the Date of Termination, a cash severance amount equal to two (2) times the Executive’s Annual Compensation;
(b) maintain and provide for a period ending at the earlier of (i) the expiration of the remaining term of this Agreement as of the Date of Termination or (ii) the date of the Executive’s full-time employment by another employer (provided that the Executive is entitled under the terms of such employment to benefits substantially similar to those described in this subparagraph (b)), at no cost to the Executive, the Executive’s continued participation in all group insurance, life insurance, health and accident insurance, and disability insurance offered by the Employers in which the Executive was participating immediately prior to the Date of Termination; provided that any insurance premiums payable by the Employers or any successors pursuant to this Section 2(b) shall be payable at such times and in such amounts (except that the Employers shall also pay any employee portion of the premiums) as if the Executive was still an employee of the Employers, subject to any increases in such amounts imposed by the insurance company or COBRA, and the amount of insurance premiums required to be paid by the Employers in any taxable year shall not affect the amount of insurance premiums required to be paid by the Employers in any other taxable year; and provided further that if the Executive’s participation in any group insurance plan is barred, the Employers shall either arrange to provide the Executive with insurance benefits substantially similar to those which the Executive was entitled to receive under such group insurance plan or, if such coverage cannot be obtained, pay a lump sum cash equivalency amount within thirty (30) days following the Date of Termination based on the annualized rate of premiums being paid by the Employers as of the Date of Termination; and
(c) pay to the Executive, in a lump sum within five business days following the Date of Termination, a cash amount equal to the projected cost to the Employers of providing benefits to the Executive for the ex...
Benefits Upon Termination. If the Executive’s employment by the Company shall be terminated as provided in Section 5 hereof, other than for cause, disability or death, the Executive shall be entitled to the benefits provided below:
Benefits Upon Termination. If the Executive's employment by the Employers shall be terminated subsequent to a Change in Control of the Corporation by (i) the Employers for other than Cause, Disability, Retirement or the Executive's death or (ii) the Executive for Good Reason, then the Employers shall, subject to the provisions of Section 3 hereof, if applicable,
(A) pay to the Executive, in a lump sum within ten (10) business days following the Date of Termination, a cash severance amount equal to three (3) times the Executive’s Annual Compensation, and
(B) maintain and provide for a period ending at the earlier of (i) the expiration of the remaining term of this Agreement as of the Date of Termination or (ii) the date of the Executive’s full-time employment by another employer (provided that the Executive is entitled under the terms of such employment to benefits substantially similar to those described in this subparagraph (B)), at no cost to the Executive, the Executive’s continued participation in all group insurance, life insurance, health and accident insurance, and disability insurance in which the Executive was participating immediately prior to the Date of Termination; provided that any insurance premiums payable by the Employers or any successors pursuant to this Section 5(c)(B) shall be payable at such times and in such amounts as if the Executive was still an employee of the Employers, subject to any increases in such amounts imposed by the insurance company or COBRA, and the amount of insurance premiums required to be paid by the Employers in any taxable year shall not affect the amount of insurance premiums required to be paid by the Employers in any other taxable year; and provided further that if the Executive’s participation in any group insurance plan is barred, the Employers shall either arrange to provide the Executive with insurance benefits substantially similar to those which the Executive was entitled to receive under such group insurance plan or, if such coverage cannot be obtained, pay a lump sum cash equivalency amount within thirty (30) days following the Date of Termination based on the annualized rate of premiums being paid by the Employers as of the Date of Termination; and
(C) pay to the Executive, in a lump sum within thirty (30) days following the Date of Termination, a cash amount equal to the projected cost to the Employers of providing benefits to the Executive for the remaining term of employment under this Agreement (prior to giving effect to t...