Conditions to Receiving Severance Benefits Sample Clauses

Conditions to Receiving Severance Benefits. Any severance benefits payable under this Agreement shall be in lieu of any other severance benefits that you may have otherwise been eligible to receive from the Company or its affiliates under the Company Separation Benefits Plan or otherwise. If you terminate employment in a manner entitling you to severance benefits under either Section 5 above and your death occurs before full payment of such severance benefits, any amount remaining to be paid shall be paid to your surviving spouse, or, if none, to your estate. You must sign a release agreement in substantially the same form as attached as Exhibit B to this Agreement to receive the severance benefits. The severance benefits under this Agreement will commence as soon as reasonably practicable after the termination of the revocation period provided in the release agreement. You shall not be required to seek other employment to mitigate damages, and any income earned by you from other employment or self-employment shall not be offset against any obligations of the Company to you under this Agreement.
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Conditions to Receiving Severance Benefits. As a condition to receiving ‎any Severance Benefits provided for under Article IV, Executive must comply with the ‎following provisions:‎
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Conditions to Receiving Severance Benefits. Severance benefits payable under Section 4 of this Agreement shall be in lieu of any other severance benefits that you may have otherwise been eligible to receive from the Company or its affiliates under the Company Separation Benefits Plan or otherwise. If you terminate employment in a manner entitling you to benefits under Section 4 above and your death occurs before full payment of such benefits, any amount remaining to be paid shall be paid to your surviving spouse, or, if none, to your estate. You must sign a release agreement in substantially the same form as attached as Attachment B to this Agreement (the “Release”) to receive the severance benefits. The severance benefits under Section 4 of this Agreement will commence as soon as reasonably practicable after the termination of the revocation period provided in the Release.
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Conditions to Receiving Severance Benefits. Any severance benefits payable under this Agreement shall be in lieu of any other severance benefits that you may have otherwise been eligible to receive from Voyager Learning Company or its affiliates under the Voyager Learning Company Separation Benefits Plan or otherwise. If you terminate employment in a manner entitling you to severance benefits under Section 4 above and your death occurs before full payment of such severance benefits, any amount remaining to be paid shall be paid to your surviving spouse, or, if none, to your estate. You must sign a release agreement in substantially the same form as attached as Exhibit B to this Agreement to receive the severance benefits within the time period set forth therein. Subject to Section 4(a) and Section 11, the severance benefits under this Agreement will commence as soon as reasonably practicable after the termination of the seven (7) day revocation period provided in the release agreement. You shall not be required to seek other employment to mitigate damages, and any income earned by you from other employment or self-employment shall not be offset against any obligations of Voyager Learning Company to you under this Agreement.
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Conditions to Receiving Severance Benefits. Notwithstanding anything herein to the contrary, the amounts payable to the Executive under Section 5(b), other than the Accrued Obligations, shall be contingent upon and subject to (A) the Executive’s execution and non-revocation of a general waiver and release of claims agreement in the Company’s customary form (the “Release”) and the expiration of any applicable revocation period on or prior to the sixtieth (60th) day following the Date of Termination and (B) the Executive’s continued compliance with the covenants set forth in Sections 6 and 7 below.
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Conditions to Receiving Severance Benefits. The amounts payable to the Executive under Section 14(b) or (c) (other than the Accrued Obligations) are contingent on the Executive’s (i) compliance with the covenants set forth in Sections 7 through 9 and (ii) execution and non-revocation of a separation agreement containing customary terms and a general waiver and release of claims substantially in the form attached hereto as Schedule B (and the expiration of any applicable revocation period) on or prior to the 60th day following the Termination Date (the date on which such release becomes effective, the “Release Effective Date”). Notwithstanding anything in Section 14(b) or (c) to the contrary, if the 60-day period immediately following the Termination Date spans two calendar years, any amount otherwise payable or commencing to be payable pursuant to Section 14(b) or (c) in the first calendar year will in all cases be paid or commence to be paid on the Company’s first payroll date in the second calendar year.
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Conditions to Receiving Severance Benefits. Benefits payable under this Agreement shall be in lieu of any other severance benefits that you may have otherwise been eligible to receive from the Company or its affiliates under the Company Separation Benefits Plan or otherwise. If you terminate employment in a manner entitling you to benefits under Section 5 above and your death occurs before full payment of such benefits, any amount remaining to be paid shall be paid to your surviving spouse, or, if none, to your estate. You must sign a release agreement in substantially the same form as attached as Attachment C to this Agreement to receive the benefits. The benefits under Section 5 of this Agreement will commence as soon as reasonably practicable after the termination of the revocation period provided in the release agreement.
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Conditions to Receiving Severance Benefits. The amounts payable to the Executive under Section 14(b) shall be contingent upon and subject to both the Executive’s compliance with the covenants contained or referenced in Sections 7 through 9 hereof and the Executive’s execution and non-revocation of a separation agreement containing customary terms and a general waiver and release of claims substantially in the form attached hereto as Appendix A (and the expiration of any applicable revocation period), on or prior to the sixtieth (60th) day following the Date of Termination.
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Conditions to Receiving Severance Benefits. Executive’s right to receive any amounts payable to Executive (for the avoidance of doubt, including the vesting of any Options) under this Section 11 in connection with the termination of Executive’s employment for any reason (whether during or after the expiration of the Term) shall be contingent upon and subject to (i) Executive’s compliance with the covenants contained or referenced in Sections 7, 8 and 9 and the release requirement of Section 14 and (ii) the provisions of Sections 9(f) and 15(h).
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Related to Conditions to Receiving Severance Benefits

  • Conditions to Receipt of Severance Benefits The receipt of the Severance Benefits will be subject to you signing and not revoking a separation agreement and release of claims in a form reasonably satisfactory to the Company (the “Separation Agreement”) by no later than the sixtieth (60th) day after your employment termination (“Release Deadline”). No Severance Benefits will be paid or provided until the Separation Agreement becomes effective. You shall also resign from all positions and terminate any relationships as an employee, advisor, officer or director with the Company and any of its affiliates, each effective on the date of termination.

  • Other Severance Benefits Executive hereby agrees that in consideration for the payments to be received under Section 7(b) of this Agreement, Executive waives any and all rights to any payments or benefits under any severance plans or arrangements of the Company or their respective affiliates that specifically provide for severance payments, other than the Change in Control Severance Agreement between the Company and Executive (the “Change in Control Severance Agreement”); provided that any payments payable to Executive under Section 7(b) hereof shall be offset by any payments payable under the Change in Control Severance Agreement.

  • Right to Severance Benefits The Executive shall be entitled to receive from the Company Severance Benefits, as described in Section 4.3, if the Executive has incurred a Qualifying Termination. The Executive shall not be entitled to receive Severance Benefits if his employment terminates (regardless of the reason) before the Protected Period (as such term is defined in Section 4.2(c)) corresponding to a Change in Control of the Company or more than twenty-four (24) months after the date of a Change in Control of the Company.

  • Severance Benefits To the extent that Employee shall be entitled to receive Severance Benefits pursuant to Section 4(d) or 4(e) hereof, Company and Employee agree that the following shall apply: (i) "Severance Benefits" shall mean: (A) a continuation of Employee's then effective salary as payable pursuant to Section 3(a) hereof during the Severance Period (as defined below); (B) payment of any bonus payable to Employee pursuant to Section 3(c) hereof, calculated based on the full Company bonus payable thereunder (subject to attainment by Company of any objective financial or performance standards applicable to Company) and prorated for any period during the Severance Period that is less than the full twelve (12) month period in which such bonus would be earned; (C) immediate vesting and payment of any Option Payments; and (D) continuation during the Severance Period of any medical/dental care coverage (or the reasonable equivalent thereof) which Employee is receiving as of the date of termination of the Period of Employment, provided that such insurance coverage shall terminate prior to the expiration of the Severance Period as of the first date that Employee is covered under another employer's health benefit program which provides substantially the same level of benefits without exclusion for pre-existing medical conditions. Such coverage shall be in lieu of any other continued health care coverage to which Employee or his dependents would otherwise be entitled in accordance with the requirements of the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended ("COBRA"), by reason of Employee's termination of employment. (ii) "Severance Period" shall mean a period of twenty-four (24) months following the termination of the Period of Employment pursuant to Section 4(d) or 4(e) hereof. (iii) Company shall be entitled to a credit for any amounts paid pursuant to Part One, Paragraph 1 of the Change of Control Agreement for any amounts payable pursuant to Paragraph (i)(A) and (i)(B) above as part of any Severance Benefits payable hereunder. (iv) Except as provided in Section 6 below, the Severance Benefits shall be received by Employee in lieu of any other right Employee may have under applicable law, Company or Parent policies or plans or otherwise with respect to any payments or compensation in connection with the termination of Employee's employment with Company. (v) Employee agrees that payment of the Severance Benefits may, in the discretion of the Company, be subject to the prior execution by the Employee of a release of claims in a form provided by the Company prior to any such payment and that payment of the Severance Benefits shall be consideration for such release. (g)

  • Additional Severance Benefits In the event that it is determined that any payment or benefit provided by the Company to or for the benefit of Executive, either under this Agreement or otherwise, will be subject to the excise tax imposed by section 4999 of the Internal Revenue Code or any successor provision ("section 4999"), the Company will, prior to the date on which any amount of the excise tax must be paid or withheld, make an additional lump-sum payment (the "gross-up payment") to Executive. The gross-up payment will be sufficient, after giving effect to all federal, state and other taxes and charges with respect to the gross-up payment, to make Executive whole for all taxes (including withholding taxes) imposed under section 4999. Determinations under this Section 2 will be made by the Company's then current firm of independent auditors (the "Firm"). The determinations of the Firm will be binding upon the Company and Executive except as the determinations are established in resolution (including by settlement) of a controversy with the Internal Revenue Service to have been incorrect. All fees and expenses of the Firm will be paid by the Company. If the Internal Revenue Service asserts a claim that, if successful, would require the Company to make a gross-up payment or an additional gross-up payment, the Company and Executive will cooperate fully in resolving the controversy with the Internal Revenue Service. The Company will make or advance such gross-up payments as are necessary to prevent Executive from having to bear the cost of payments made to the Internal Revenue Service in the course of, or as a result of, the controversy. The Firm will determine the amount of such gross-up payments or advances and will determine after resolution of the controversy whether any advances must be returned by Executive to the Company. The Company will bear all expenses of the controversy and will gross Executive up for any additional taxes that may be imposed upon Executive as a result of its payment of such expenses.

  • Cash Severance Benefits Severance equal to the amount set forth in the Participant’s Participation Agreement and payable in cash in a lump sum in accordance with the terms and conditions of this Plan, including without limitation Section 7 hereof.

  • Change in Control Severance Benefits If there is a Change in Control, and within one (1) year of such Change in Control, the Executive’s employment is terminated under the circumstances described in Sections 4(a) through 4(f) above, the Executive shall be entitled to the following: (I) if such termination is a termination by the Company without Cause pursuant to Section 4(a) or the Executive resigns for Good Reason pursuant to Section 4(b), the Company shall pay the Executive the Accrued Obligations and, in addition, subject to the provisions of Section 19, (A) an amount equal to twenty-four (24) months of the Executive’s Base Salary at the rate in effect on the date of termination or resignation, payable in a lump sum within sixty (60) calendar days of the date of termination or resignation; and (B) provided the Executive timely elects continuation coverage under COBRA, the Company shall also pay, on the Executive’s behalf, the portion of monthly premiums for the Executive’s group health insurance, including coverage for the Executive’s dependents, that the Company paid immediately prior to the date of termination or resignation, during the eighteen (18) month period following the date of termination or resignation, subject to the Executive’s continued eligibility for COBRA coverage. The Company will pay for such COBRA coverage for eligible dependents only for those dependents who were enrolled immediately prior to the date of termination or resignation. The Executive will continue to be required to pay that portion of the premium for the Executive’s health coverage, including coverage for the Executive’s eligible dependents, that the Executive was required to pay as an active employee immediately prior to the date of termination or resignation. Notwithstanding the foregoing, in the event that under applicable guidance the reimbursement of COBRA premiums causes the Company’s group health plan to violate any applicable nondiscrimination rule, the parties agree to negotiate in good faith a mutually agreeable alternative arrangement; and (II) if such termination is a termination or resignation under the circumstances described in Sections 4(c), 4(d), 4(e) or 4(f), the Executive shall be entitled to the compensation and benefits for which the Executive is eligible under such sections.

  • Change of Control Severance Benefits A Covered Termination of Executive’s employment on or within twelve (12) months following the effective date of a Change of Control entitles Executive to receive the benefits set forth in this Section 3.2.

  • Description of Severance Benefits In the event the Executive becomes entitled to receive Severance Benefits, as provided in Sections 2.1 and 2.2 herein, the Company shall pay to the Executive and provide him with the following Severance Benefits:

  • Form and Timing of Severance Benefits The Severance Benefits described in Sections 3.3(a), 3.3(b), and 3.3(c) herein shall be paid in cash to the Executive in a single lump sum as soon as practicable following the Effective Date of Termination, but in no event beyond thirty (30) days after such date (with the actual payment date during such 30-day period to be determined by the Company in its discretion).

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