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. 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. (a) If the Executive’s employment by the Bank shall be terminated subsequent to a Change in Control and during the term of this Agreement by (i) the Bank for other than Cause, or (ii) the Executive for Good Reason, then the Bank shall:
(1) pay Executive, or in the event of Executive’s subsequent death, Executive’s beneficiary or beneficiaries or estate, as applicable, a cash severance amount equal to:
(i) two (2) times the Executive’s base salary in effect as of the Date of Termination,
(ii) the highest level of cash incentive compensation earned by the Executive from the Bank in any one of the three calendar years immediately preceding the year in which the termination occurs, and
(iii) payable by lump sum within ten (10) business days of the Date of Termination.
(2) cause to be continued non-taxable medical and dental coverage substantially identical to the coverage maintained by the Bank for Executive prior to Executive’s termination, with the Executive responsible for his share of employee premiums, for twenty-four (24) months. Notwithstanding the foregoing, if applicable law (including, but not limited to, laws prohibiting discriminating in favor of highly compensated employees), or, if participation by the Executive is not permitted under the terms of the applicable health plans, or if providing such benefits would subject the Bank to penalties, then the Bank shall pay the Executive a cash lump sum payment reasonably estimated to be equal to the value of such non-taxable medical and dental benefits, with such payment to be made by lump sum within ten (10) business days of the Date of Termination, or if later, the date on which the Bank determines that such insurance coverage (or the remainder of such insurance coverage) cannot be provided for the foregoing reasons.
(b) In no event shall the payments or benefits to be made or provided to Executive under Section 3 hereof (the “Termination Benefits”) constitute an “excess parachute payment” under Section 280G of the Code or any successor thereto, and in order to avoid such a result, Termination Benefits will be reduced, if necessary, to an 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 Section 280G of the Code. The reduction required among the Termination Benefits provided by this Section 3 shall be applied to the cash severance benefits otherwise payable under Section 3(a) hereof.
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. 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. If Executive’s employment 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 his death, Executive’s estate) any Accrued Obligations (as defined in Section 5(e)) within the thirty (30) day period following the date Executive’s employment terminates (the “Separation Date”).
(ii) If, during the Period of Employment, Executive’s employment with the Company ends as a result of termination by the Company without Cause pursuant to section 5(a)(ii), 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 payments in an aggregate amount equal to (a) 12 months of Base Salary in effect immediately prior to the Separation Date, (b) 12 months of Living Expenses Allowance and Medical Insurance, and (c) an amount equal to the Annual Bonus paid to the Executive for the complete fiscal year immediately preceding the year of termination (together the “Severance Payment”). The Severance Payment shall be payable in substantially equal installments on the Company’s regular payroll payment dates over the 12 months immediately following the Separation Date. Notwithstanding the foregoing sentence, no Severance Payment installment shall be payable or paid until the expiration of the applicable revocation period for the General Release. Any amount that is not paid due to such restriction shall be paid (subject to the applicable conditions) on the first installment payment date after the expiration of the revocation period. If the Severance Payment is subject to Section 409A (as defined in Section 5(e)) and the timing of Executive’s execution and delivery of the General Release could affect the calendar year in which any amount of the Severance Payment is made because the Separation Date is within 30 days prior to the end of a calendar year, then no portion of the Severance Payment shall be made until the Company’s first payroll payment date in the year following the year in which the Separation Date occurs, and any amount that is not paid prior to such date due t...
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. (a) In addition to the benefits described in Section 4, you will be entitled to a severance payment in an amount equal to six (6) months of your annual base salary as then in effect (“Severance Payments”) in the event (A) ZBB terminates your employment for any reason other than “Cause” or “Disability,” or (B) you terminate your employment with ZBB for “Good Reason”; provided that in the event your termination occurs in connection with a Change of Control, the Severance Payments shall equal the greater of (X) six (6) months of your annual base salary as then in effect and (Y) payment of your base salary as then in effect for the remainder of the Term. You acknowledge and agree that the payment of the Severance Payments is contingent upon you executing a general release of claims for the benefit of ZBB (in a form substantially similar to that which is attached as Attachment G) (the “General Release”), which must be executed by you (and any applicable revocation period must expire) in accordance with the terms of the General Release but in no event later than sixty (60) calendar days following the effective date of your termination of employment with ZBB. The Severance Payments shall be payable in accordance with ZBB’s normal salaried payroll practices then in effect, and the first payment (which shall include any accrued payments that would have otherwise been made beginning on the date of your termination of employment) shall be made to you on the first normal payroll date that occurs at least five (5) business days after the expiration of the applicable revocation period for the General Release. You will also be entitled to accrued and unpaid benefits under the terms and conditions of any Benefit Plans in which you participate through the date of your termination. Furthermore, you will be provided with any additional payments which the Company is required to pay to you in accordance with applicable law, including accrued but unused vacation. For the avoidance of doubt, the payments described in this paragraph are not contingent upon your execution of the General Release.
(b) In the event your employment with ZBB is terminated due to “Disability,” you will be entitled to severance in an amount equal to six (6) months of your base salary as then in effect (“Disability Severance”), paid in accordance with ZBB’s normal salaried payroll practices, provided that you execute the General Release, which must be executed by you (and any applicable revocation period ...
Benefits Upon Termination. If the Officer’s employment by the Company is terminated during the Period of Employment for any reason by the Company or by the Officer, or upon or following the expiration of the Period of Employment (in any case, the date that the Officer’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 Officer, and the Officer shall have no further right to receive or obtain from the Company, any payments or benefits except as follows:
(a) The Company shall pay the Officer (or, in the event of his/her death, the Officer’s estate) any Accrued Obligations (as such term is defined in Section 5.5);
(b) If, during the Period of Employment, the Officer’s employment with the Company terminates as a result of an Involuntary Termination, the Company shall pay the Officer (in addition to the Accrued Obligations), subject to tax withholding and other authorized deductions, an amount equal to two times his/her Base Salary. Such amount is referred to hereinafter as the “Severance Benefit.” Subject to Section 5.8(a), the Company shall pay the Severance Benefit to the Officer in substantially equal installments in accordance with the Company’s standard payroll practices over a period of twenty-four (24) consecutive months, with the first installment payable on the last day of the month following the month in which the Officer’s Separation from Service (as such term is defined in Section 5.5) occurs. (For purposes of clarity, each such installment shall equal the applicable fraction of the aggregate Severance Benefit. For example, if such installments were to be made on a monthly basis, each installment would equal l/24th of the Severance Benefit.)
(c) Notwithstanding the foregoing provisions of this Section 5.3, if the Officer breaches his/her obligations under Section 6 or under any other agreement that imposes restrictions with respect to the Officer’s activities at any time, from and after the date of such breach and not in any way in limitation of any right or remedy otherwise available to the Company, the Officer will no longer be entitled to, and the Company will no longer be obligated to pay, any remaining unpaid portion of the Severance Benefit; provided that, if the Officer provides the release contemplated by Section 5.4, in no event shall the Officer be entitled to a Severance Benefit payment of less than $5,000, which amount the parties agree is good and adequate consider...
Benefits Upon Termination. Except as otherwise expressly provided by this Agreement and without limiting any rights granted to Employee hereunder, all insurance benefits provided under Section 5 of this Agreement shall be extended, at Employee’s election and cost, to the extent permitted by Employer’s insurance policies and benefit plans, for one year after Employee’s Termination Date, except (a) as required by law (e.g., COBRA health insurance continuation election) or (b) in the event of a termination described in Section 7 or 8.