Compensation Upon Termination Clause Samples
The "Compensation Upon Termination" clause defines the financial obligations and entitlements of the parties if the agreement is ended before its natural expiration. Typically, this clause outlines what payments, such as accrued salary, severance, or outstanding reimbursements, are due to an employee or contractor upon termination, and may specify conditions under which certain compensation is forfeited or enhanced. Its core function is to ensure both parties understand their rights and responsibilities regarding payment at the end of the relationship, thereby reducing disputes and providing financial clarity in the event of termination.
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Compensation Upon Termination. Upon termination of the Executive’s employment within twenty-four (24) months following a Change in Control of the Corporation, unless such termination is because of the Executive’s death, or by the Corporation for Cause or Disability or by the Executive other than for Good Reason, the Corporation shall pay to the Executive the following:
(i) The Corporation shall pay the Executive his full salary (whether such salary has been paid by the Corporation or by any of its subsidiaries) through the Date of Termination at the rate in effect at the time Notice of Termination is given and all other unpaid amounts, if any, to which the Executive is entitled as of the Date of Termination under any plan or other arrangement of the Company, at the time such payments are due (and in any event within 90 days after the Separation from Service);
(A) The Corporation shall pay to the Executive an amount equal to 1.5 multiplied by the Executive’s annualized includable compensation for the base period, within the meaning of Section 280G(d)(1) of the Code, provided, however, that if any of such payment is or will be subject to the excise tax imposed by Section 4999 of the Code or any similar tax that may hereafter be imposed (“Excise Tax”), such payment shall be reduced to a smaller amount, even to zero, which smaller amount shall be the largest amount payable under this paragraph that would not be subject in whole or in part to the Excise Tax after considering all other payments to the Executive required to be considered under Sections 4999 or 280G of the Code. Such payment shall be referred to as the “Severance Payment.” The Severance Payment shall be made in a lump sum within 90 days after the Separation from Service.
(B) In the event that the Severance Payment is subsequently determined to be less than the amount actually paid hereunder, the Executive shall repay the excess to the Corporation at the time that the proper amount is finally determined, plus interest on the amount of such repayment at the Applicable Federal Rate. In the event that the Severance Payment is determined to exceed the amount actually paid hereunder, the Corporation shall pay the Executive such difference plus interest on the amount of such additional payment at the Applicable Federal Rate at the time that the amount of such difference is finally determined.
(C) In the event that the amount of the Severance Payment exceeds or is less than the amount initially paid, such difference shall constitute a ...
Compensation Upon Termination. In the event this Agreement is terminated, CONTRACTOR shall be entitled to compensation for uncompensated services rendered hereunder through and including the effective date of such termination. However, this provision shall not limit or reduce any damages owed to COUNTY due to a breach of this Agreement by CONTRACTOR.
Compensation Upon Termination. Upon termination of the Executive's ----------------------------- employment during the term of this Agreement (including any extensions thereof), the Executive shall be entitled to the following benefits:
(a) If the Executive's employment is terminated by the Company for Cause or Disability or voluntarily by the Executive, or by reason of the Executive's death, the Company shall pay the Executive all amounts earned or accrued hereunder through the Termination Date but not paid as of the Termination Date, including (i) Base Salary, (ii) reimbursement for any and all monies advanced or expenses incurred in connection with the Executive's employment for reasonable and necessary expenses incurred by the Executive on behalf of the Company for the period ending on the Termination Date, (iii) any Bonus or incentive compensation and (iv) any previous compensation which the Executive has previously deferred (including any interest earned or credited thereon) (collectively, "Accrued Compensation"). In addition to the foregoing, if the Executive's employment is terminated by the Company for Disability or by reason of the Executive's death, the Company shall pay to the Executive or his beneficiaries an amount equal to the Bonus or incentive award that the Executive would have been entitled to receive in respect of the fiscal year in which the Executive's Termination Date occurs had he continued in employment until the end of such fiscal year, calculated as if all performance targets and goals (if applicable) had been fully met by the Company and by the Executive, as applicable, for such year, multiplied by a fraction the numerator of which is the number of days in such fiscal year through the Termination Date and the denominator of which is 365 (a "Pro Rata Bonus"). Executive's entitlement to any other compensation or benefits shall be determined in accordance with the Company's employee benefit plans and other applicable programs and practices then in effect.
(b) If the Executive's employment by the Company shall be terminated (1) by the Company other than for Cause, death or Disability or (2) by the Executive for Good Reason, then the Executive shall be entitled to the benefits provided below:
(i) the Company shall pay the Executive all Accrued Compensation and a Pro Rata Bonus;
(ii) the Company shall pay the Executive as severance pay and in lieu of any further salary for periods subsequent to the Termination Date, in a single payment an amount in cash equal the s...
Compensation Upon Termination. Upon termination of Executive’s employment during the Employment Term, Executive shall be entitled to the following benefits:
Compensation Upon Termination. In the event that Executive’s employment hereunder is terminated, the Company shall pay to Executive the following compensation:
Compensation Upon Termination. 2.1 If your employment shall be terminated pursuant to a Qualifying Termination, you shall receive the following payments and benefits for the one-year period following the Date of Termination, if your grade level is 19 or 20 (or the equivalent) as of your Date of Termination, and for the two-year period following the Date of Termination, if your grade level is 21 or above (or the equivalent) as of your Date of Termination (in each case, such period, as applicable, shall be referred to as the "Severance Period"):
(a) your highest annual base salary in effect at any time during the 12-month period immediately prior to the Date of Termination, plus
(b) the higher of the following:
(i) the highest amount paid to you under the Annual Incentive Plan, during the three (3) plan years most recently ended prior to the Date of Termination; or
(ii) your annual target bonus award, if any, under the Annual Incentive Plan for the fiscal year in which the Date of Termination occurs. The aggregate amount of severance payable under this Section 2.1 shall be paid in equal installments on a bi-weekly basis, commencing upon the Date of Termination.
2.2 If your employment shall be terminated pursuant to a Qualifying Termination, the Company shall maintain in full force and effect, for your continued benefit for the Severance Period, all medical, dental and group life insurance plans in which you participated immediately prior to the Date of Termination, provided that your continued participation is permissible under the general terms and conditions of such welfare plans, and that you continue to make all required employee contributions under each such plan; provided, that any amendment or termination of such plans during the Severance Period with respect to the active employees may, in the Company's discretion, modify your continued benefit under such plans. In the event that your participation in any such welfare plan is barred or in the event that your participation in any such plan would have adverse consequences for you, the Company shall provide you with benefits substantially similar to those which you would have been entitled to receive under such welfare plans had your participation not been barred or had you not potentially suffered such adverse consequences. The continued coverage under this Section 2.2 shall apply to each of your eligible dependents who are participating in such welfare plans as of the Date of Termination, unless such dependents cease to remain elig...
Compensation Upon Termination. Upon lawful termination of this Contract for any reason, the compensation to be paid hereunder shall be an amount which bears the same ratio to the annual salary specified as the number of months or fraction thereof to the date of such termination bears to the twelve months in the annual salary period in which termination occurs. Any portion of the salary paid, but not earned, prior to the date of termination of this Contract, shall be refunded by the Superintendent.
Compensation Upon Termination. (a) The following payments shall be made upon the Executive’s termination of employment for any reason: (i) earned but unpaid Base Salary through the Executive’s Date of Termination; (ii) any accrued but unpaid vacation; (iii) unreimbursed business expenses owed pursuant to Section 4(d)(iii); (iv) any outstanding notes payable to the Executive along with the interest due; and (v) any amounts payable under any of the Company’s Bonus Plan and Benefit Plans in accordance with the terms of those plans. All amounts under clauses (i) through (v) shall be paid in a lump sum on the Executive’s Date of Termination or as soon as administratively practicable thereafter.
(b) In the event that the Executive’s employment is terminated pursuant to Sections 5(a)(i) or 5(a)(ii), or by the Executive for any reason pursuant to Section 5(a)(iv), above, the Company shall have no further obligation to the Executive under this Agreement, other than the payments in Section 6(a).
(c) If the Executive’s employment is terminated by the parties pursuant to Section 5(a)(iii) above, the Executive shall be entitled to receive the compensation the parties specify in any written agreement that the Company and the Executive execute regarding the Executive’s termination.
(d) In addition to the payments made under Section 6(a), if the Executive’s employment is terminated by the Company without Cause pursuant to Section 5(a)(iv) above, and conditioned upon the Executive’s execution of a valid and legally enforceable release of claims against the Company, the Company shall, for a period of twelve (12) months following the Date of Termination (the “Severance Period”): (i) provide to the Executive salary continuation paid in accordance with the Company’s applicable payroll practices, at the Executive’s Base Salary rate in effect as of the Date of Termination and (ii) continue the Executive’s coverage under the Company’s health medical, dental, vision, disability, and life and accident benefit plans, in which the Executive participated immediately prior to the Date of Termination, provided, however, that if the Company cannot continue such coverage, the Company shall provide or arrange to provide, at its expense, similar coverage to the Executive and if such coverage cannot be arranged, the Company will provide a cash equivalent payment to the Executive. In addition, no later than two and one-half (2½) months following the end of the year in which the Executive’s employment is terminated, the Com...
Compensation Upon Termination. Upon a Change in Control (other than for Cause, Disability or upon Death).
(i) If the Executive's employment is terminated by the Executive for Good Reason or by the Company within one (1) year after the consummation of a Change in Control (as hereafter defined) (or in contemplation of a Change of Control that is reasonably likely to occur) for any reason other than pursuant to Section 4(a)(i), 4(a)(ii) or 4(a)(iii) hereof, the Company, within sixty (60) days of the Date of Termination, shall pay to the Executive (or in the event of the Executive's death, the Executive's estate) a lump-sum cash amount equal to the sum of (x) the Executive's unpaid salary through the Date of Termination; plus (y) any bonus compensation earned and unpaid through the Date of Termination; provided, however, that any bonus compensation conditioned upon the satisfaction of performance goals shall not be paid unless such performance goals are actually satisfied; plus (z) the product of (A) a fraction the numerator of which is the number of months in the Change in Control Severance Period (as hereafter defined) and the denominator of which is 12 and (B) the sum of (1) Executive's annual base salary as then in effect and (2) the bonus or incentive compensation paid to the Executive in respect of the most recent fiscal year prior to the year in which the Change in Control occurs. In addition, the Executive shall continue to be covered under the Company's group health, life and disability insurance for the Change in Control Severance Period or, in the Company's sole discretion, the Executive shall be provided comparable coverage or the economic equivalent thereof. The "Change in Control Severance Period" shall be twenty-four (24) months.
(ii) Notwithstanding any other provision herein to the contrary, in the event that the Executive becomes entitled to any payments under Section 5(d)(i) ("Termination Payments") and any portion of such Termination Payments, when combined with any other payments or benefits provided to the Executive (including, without limiting the generality of the foregoing, by reason of any stock options), in the absence of this Section 5(d)(ii), would be subject to the tax (the "Excise Tax") imposed by Section 4999 of the Internal Revenue Code of 1986, as amended (the "Code"), then (subject to Section 5(d)(iii) hereof) the amount payable to the Executive under Section 5(d)(i) shall be reduced such that none of the amounts payable to the Executive under Section 5(d)...
Compensation Upon Termination. (1) If Employee's employment hereunder is terminated by the Company for Cause or by reason of Employee's Disability, or is terminated due to Employee's death, then the Company shall be obligated to (A) pay to Employee (or Employee's estate, as the case may be) at the rate of Employee's then current Base Salary, any accrued but unpaid Base Salary through the effective date of Employee's termination, (B) pay to Employee (or Employee's estate) at the rate of Employee's then current Base Salary, any accrued but unpaid paid vacation days through the effective date of Employee's termination, and (C) subject to the provisions of Section 4(e), reimburse Employee (or Employee's estate) for any unreimbursed expenses incurred by Employee prior to the effective date of termination.
(2) If Employee's employment hereunder is terminated by Employee for good reason, the Company shall be obligated to (A) pay to Employee, in a single lump sum, within 60 days of the effective date of such termination, severance compensation ("Severance Compensation") in an amount equal to one (1) year of Employee's Base Salary at the then current rate (B) pay to Employee, at the rate of Employee's then current Base Salary, any accrued but unpaid paid vacation days through the effective date of Employee's termination, and (C) subject to the provisions of Section 4(e), reimburse Employee for any unreimbursed expenses incurred by Employee prior to the effective date of termination. Notwithstanding the provisions of the foregoing sentence, if Employee's employment hereunder is terminated by Employee for good reason and the Company, within fifteen (15) days of the date of such termination, waives in writing all of the provisions of the non-competition covenant contained in Section 6(d), then the Company shall be obligated to pay to Employee an amount of Severance Compensation equal to six (6) months of Employee's Base Salary at the then current rate. The Company acknowledges and agrees that Employee shall have no duty to seek alternative employment in the event of a termination for good reason and that no income, salary or other compensation earned by Employee following a termination for good reason during the remainder of what would have been the then current term of this Agreement shall reduce the amounts payable to Employee under this Section 5(b)(2).