Consideration; Benefits Sample Clauses

Consideration; Benefits. In exchange for Employee executing (and not revoking) this Agreement, and Employee executing that certain Settlement Agreement attached hereto as Exhibit A (the “UK Agreement”) as well as Employee executing (and not revoking) the US Release (attached as Exhibit B) and executing a UK reaffirmation letter (attached as Exhibit C), the Company will: (i) pay Employee an ex gratia payment in the aggregate gross amount of Three Hundred Thousand Dollars ($300,000.00) (the “Ex Gratia Payment”); (ii) pay Employee fifteen (15) months base salary in the aggregate gross amount of Five Hundred Forty-Two Thousand Nine Hundred Eighty-Five Dollars ($542,985.00) (the “Salary Payment”); (iii) pay the cost for Employee to maintain his current health insurance through Aetna International for a period of twelve (12) months following the Separation Date as more fully described in Section 2(e) below (the “Health Benefits”); (iv) provide Employee the opportunity to participate in outplacement assistance through the firm of Challenger, Gray & Christmas, up to a total cost to the Company of $10,500.00 paid directly to the vendor, provided that Employee initiates the outplacement services within two (2) months of the Separation Date and completes such outplacement services within six (6) months of the Separation Date (the “Outplacement Benefits”); (v) if Employee notifies the Company in writing of Employee’s decision to relocate to the United States no later than March 1, 2024 and relocates to the United States no later than May 31, 2024, pay Employee (or reimburse Employee, upon submission by Employee of appropriate documentation requested by the Company) for the following reasonable costs for Employee to relocate to the United States: (A) one-way business class airfare (LHR to MIA) and ground transportation for Employee and his spouse; (B) insurance and shipping of Employee’s household goods as outlined in the Company’s International Assignment Policy, via both a 40- foot and 20-foot sea container, and an air freight of up to 18 cubic feet (if required), using the Company’s relocation provider; (C) departure support from a professional relocation company to provide notice on Employee’s assignment property in London, manage the property check out process and arrange payment of final utility bills; (D) Employee’s loss, if any, on the sale of up to two (2) cars owned by Employee of the Separation Date, up to a maximum of $2,500.00 per car; (E) tax equalization and tax preparation acti...
Sample 1
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Consideration; Benefits. In exchange for his provision of the Services, the Company shall pay Xxxxxx the amount of $58,333.00 per month (the “Monthly Payments”). The Parties agree and understand that the Company will not withhold taxes or any other payroll withholdings from the Monthly Payments unless required to withhold under applicable law (in which case Xxxxxx expressly acknowledges and agrees to any such requirement to withhold). Xxxxxx shall be solely responsible for paying any and all taxes or other payments owed on the Monthly Payments. Xxxxxx agrees to indemnify and hold harmless the Company Parties (as defined below) from any demands, losses, expenses, or other costs (including, but not limited to, court costs and reasonable attorneys’ fees) in respect of any such taxes. Xxxxxx shall not be reimbursed for expenses relating to the provision of the Services unless Xxxxxx obtains written authorization from the CFO or his/her authorized designee(s) prior to incurring such expenses. Effective January 1, 2015, Xxxxxx will no longer be eligible to participate in the Company’s bonus, stock grant, or other benefit programs, except as follows:
Sample 1
Consideration; Benefits. The Company agrees to pay Executive the sum of $3,500,000.00, subject to applicable tax withholding, payable in two equal installments of $1,750,000 each, without interest: (a) the first on December 27, 2006; and (b) the second on June 26, 2007. The Company further agrees to provide Executive with insurance coverage (medical, life, and disability) commensurate with the coverage provided to Executive immediately prior to the Separation Date for a period of two (2) years following the Separation Date. Other than as set forth in this Agreement, as of the Separation Date, Executive will no longer be entitled to participate in or receive any other benefits available to employees of the Company; provided, however, that nothing in this Agreement shall serve to diminish any benefits Executive has under the provisions of the Company's 401(k), profit sharing or other similar qualified plan(s) as of the Separation Date or any rights Executive may have under such plan(s) thereafter as a former employee of the Company or any of its subsidiaries or affiliates. Executive's rights with respect to stock options and restricted stock granted to him by the Company shall be governed by the terms of the respective plans and grant agreements pursuant to which such grants were made. Executive and the Company acknowledge and agree that pursuant to the terms of such plans and agreements (as amended or modified to date), any shares of restricted stock and any stock options that have not vested as of the Separation Date shall be forfeited and that any vested stock options that have vested as of the Separation Date may be exercised within a period of thirty-six (36) months after the Separation Date but shall be forfeited if not exercised within such thirty-six (36) month period. Executive acknowledges and agrees that the consideration and benefits described in this Agreement constitute all amounts owed, due and/or payable to Executive, that neither the Company nor any of its subsidiaries or affiliates shall be liable to Executive for any additional consideration or benefits, and that except as otherwise provided in this Agreement, Executive shall be responsible for any and all taxes and other assessments payable by Executive as the result of his receipt of the consideration and benefits provided under this Agreement.
Sample 1
Consideration; Benefits. The Company agrees to pay Executive the Severance Amount referenced in Section 5.4 (Effect of Termination Without Cause) of the Employment Agreement, payable in accordance with and subject to the terms and conditions set forth in such Section 5.4, and subject to applicable withholding. As of the Separation Date, Executive will no longer be entitled to participate in or receive any other benefits available to employees of the Company; provided, that nothing herein shall be construed to affect Executive's Consolidated Omnibus Reconciliation Act ("COBRA") benefits or any other benefits, the continuation of which is required by law, at Executive's own cost. Executive's rights with respect to stock options and restricted stock granted to him by the Company shall be governed by the terms of the respective grant agreements pursuant to which such grants were made. Executive acknowledges that pursuant to the terms of such agreements, any shares of restricted stock and any stock options that have not vested as of the Separation Date shall be forfeited and that any vested stock options shall be forfeited if not exercised within a period of three (3) months after the Separation Date.
Sample 1

Related to Consideration; Benefits

  • Separation Benefits If this Agreement is terminated either by the Company without Cause in accordance with Section 6(c) (including the Company’s non-renewal of this Agreement) or by Employee resigning his employment for Good Reason in accordance with Section 6(d), the Company shall have no further obligation to Employee under this Agreement, except the Company shall provide the Accrued Obligations to Employee in accordance with Section 7(a) plus the following payments and benefits (collectively, the “Separation Benefits”) to Employee: (i) an amount equal to one times the sum of the Base Salary in effect immediately before the Termination Date plus the Annual Bonus received by Employee for the fiscal year preceding the Termination Date (or if Employee was employed for less than one full fiscal year prior to the Termination Date, the Annual Bonus for purposes of this Section 7 shall be the Annual Bonus payable during the current fiscal year at the target amount provided above) (together, the “Separation Pay”); and (ii) during the six-month period commencing on the Termination Date that Employee is eligible to elect and elects to continue coverage for himself and his eligible dependents under the Company’s group heath insurance plan pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), or similar state law, the Company shall reimburse Employee on a monthly basis for the difference between the amount Employee pays to effect and continue such coverage under COBRA and the employee contribution amount that active employees of the Company pay for the same or similar coverage; provided, however, that Employee shall notify the Company in writing within five days after he becomes eligible after the Termination Date for group health insurance coverage, if any, through subsequent employment or otherwise and the Company shall have no further reimbursement obligation after Employee becomes eligible for group health insurance coverage due to subsequent employment or otherwise. The Separation Pay shall be paid to Employee in a lump sum within 60 days of the Termination Date; provided, however, that no Separation Pay shall be paid to Employee unless the Company receives, on or within 55 days after the Termination Date, an executed and fully effective copy of the Release (as defined below). Any COBRA reimbursements due under this Section shall be made by the last day of the month following the month in which the applicable premiums were paid by Employee. For the avoidance of doubt, Employee shall not be entitled to the Separation Benefits if this Agreement is terminated (i) due to Employee’s death; (ii) by the Company due to Employee’s Inability to Perform; (iii) by the Company for Cause; (iv) by Employee without Good Reason; or (v) by non-renewal by Employee in accordance with Sections 4(b) and 6(f).

  • Termination Benefits (a) If Executive’s employment is voluntarily (in accordance with Section 2(a) of this Agreement) or involuntarily terminated within two (2) years of a Change in Control, Executive shall receive:

  • Compensation Benefits In consideration of Executive's services hereunder, the Company shall provide Executive the following:

  • Vacation; Benefits During the Term, the Executive shall be eligible for 20 vacation days annually, which shall be accrued and used in accordance with the applicable policies of the Company. During the Term, the Executive shall be eligible to participate in such medical, dental and life insurance, retirement and other plans as the Company may have or establish from time to time on terms and conditions applicable to other senior executives of the Company generally. The foregoing, however, shall not be construed to require the Company to establish any such plans or to prevent the modification or termination of such plans once established.

  • Relocation Benefits If the Executive moves his residence in order to pursue other business or employment opportunities during the Continuation Period and requests in writing that the Company provide relocation services, he will be reimbursed for any expenses incurred in that initial relocation (including taxes payable on the reimbursement) which are not reimbursed by another employer. Benefits under this provision will include assistance in selling the Executive's home and all other assistance and benefits which were customarily provided by the Company to transferred executives prior to the Change in Control.

  • Change in Control Benefits Agreement shall mean any separate agreement between Participant and the Corporation which provides Participant with special vesting acceleration and/or other special benefits with respect to one or more awards of restricted stock units made to Participant for shares of Common Stock, including (to the extent applicable) the restricted stock units evidenced by this Agreement, in the event of a change in control or ownership of the Corporation (whether or not constituting a Change in Control hereunder).

  • 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)

  • Post-Termination Benefits If the Executive's employment shall be terminated for any reason following a Change in Control and during the Term, the Company shall pay to the Executive the Executive's normal post-termination compensation and benefits as such payments become due. Such post-termination compensation and benefits shall be determined under, and paid in accordance with, the Company's retirement, insurance and other compensation or benefit plans, programs and arrangements as in effect immediately prior to the Date of Termination or, if more favorable to the Executive, as in effect immediately prior to the occurrence of the first event or circumstance constituting Good Reason.

  • Other Termination Benefits In addition to any amounts or benefits payable upon a Termination of Employment hereunder, Executive shall, except as otherwise specifically provided herein, be entitled to any payments or benefits provided under the terms of any plan, policy or program of the Company in which Executive participates or as otherwise required by applicable law.

  • 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.

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