Contingent Consideration Payment upon Xxxxxx Termination without Cause Sample Clauses

Contingent Consideration Payment upon Xxxxxx Termination without Cause. In the event the Employment Agreement (defined below) and Xxxx Xxxxxx’x employment with Purchaser is terminated by Parent, Purchaser or its affiliates without Cause (as defined in Section 2.2(g)(ii) below) prior to December 31, 2012, then as full and final settlement of the Contingent Payment amounts, each of the Sales Revenue Earn-Out and the EBITDA Earn-Out shall be deemed to equal $11,500,000, the EBITDA Overperformance Amount shall be deemed to equal zero and no increase of Contingent Consideration under Section 2.1(d)(i) nor reduction under Section 2.1(d)(ii) shall take effect regardless of whether the customer condition set forth in Schedule 2.1(d) is achieved or not achieved, such that the amount of Contingent Consideration payable under this Agreement shall equal $23,000,000. Notwithstanding the foregoing, in the event Xx. Xxxxxx’x termination is for Cause or, if without Cause, is approved by the majority of the members of a committee of Parent’s Board of Directors consisting of Messrs. Xxxxx Xxxxxxx, Xxxxx Xxxxxxxx and Xxx Xxxx (or such replacements on the committee as may be reasonably agreed to between either Xx. Xxxxxxx or Seller Representative, on the one hand, and Parent on the other hand), the acceleration of the Contingent Payment provided for by this paragraph shall not be triggered. For purposes of clarity, except for an amendment that constitutes constructive or de facto termination of Xx. Xxxxxx, any amendment of the Employment Agreement or of Xx. Xxxxxx’x employment agreed to between Xx. Xxxxxx and Parent shall in each case not trigger the acceleration of the Contingent Payment provided for by this paragraph. Any Contingent Consideration payable under this Section 2.2(e) shall be due and payable as soon as practicable after the completion of the 2012 Audit, subject to offset for any Damages payable pursuant to Section 9 hereof. To the extent Purchaser Indemnified Person has submitted in good faith a Claim Notice pursuant to Section 9.5 to Seller Representative with respect to a Claim which remains unresolved prior to date of payment of any Sales Revenue Earn-Out or EBITDA Earn-Out, subject to Section 9.3, an amount equal to the Damages claimed in the Claim Notice shall be withheld from payment by Parent and set aside pending final resolution of the Claim Notice, after which Parent shall release and pay any portions thereof which are not offset for any Damages payable pursuant to Section 9.
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Related to Contingent Consideration Payment upon Xxxxxx Termination without Cause

  • Termination for Cause, or Termination Upon Death, Disability or Resignation from the Company Without Good Reason If Executive’s employment shall terminate as a result of Executive’s death pursuant to Section 3(a)(i) or Disability pursuant to Section 3(a)(ii), pursuant to Section 3(a)(iii) for Cause, or pursuant to Section 3(a)(vi) for Executive’s resignation from the Company without Good Reason, then Executive shall not be entitled to any severance payments or benefits, except as provided in Section 3(c).

  • Termination Giving Rise to a Termination Payment If there is a Covered Termination by the Executive for Good Reason, or by the Company other than by reason of (i) death, (ii) disability pursuant to Section 11, or (iii) Cause, then the Executive shall be entitled to receive, and the Company shall promptly pay, Accrued Benefits and, in lieu of further base salary for periods following the Termination Date, as liquidated damages and additional severance pay and in consideration of the covenant of the Executive set forth in Section 13(a), the Termination Payment pursuant to Section 8(a).

  • Termination without Cause or Resignation for Good Reason in Connection with a Change of Control If the Company or its Affiliates terminate Executive’s employment with the Company or its Affiliates, respectively, without Cause or Executive resigns from such employment for Good Reason within twelve (12) months following a Change of Control, and Executive signs and does not revoke a separation agreement and release of claims with the Company (in a form acceptable to the Company), then Executive will receive the following severance from the Company:

  • SEVERANCE COMPENSATION IN THE EVENT OF A TERMINATION OTHER THAN FOR CAUSE In the event of a Termination Other Than for Cause, the Employee shall be paid as severance compensation his Base Salary (at the rate payable at the time of such termination) for a period of twelve (12) months from the date of such termination, on the dates specified in Section 3.1, and Employee shall also be paid an amount equal to the average annual bonus earned by the Employee as an employee of Avocent Corporation and its affiliates and predecessors in the two (2) years immediately preceding the date of termination. Notwithstanding anything in this Section 4.2 to the contrary, the Employee may in the Employee’s sole discretion, by delivery of a notice to the Employer within thirty (30) days following a Termination Other Than for Cause, elect to receive from the Employer a lump sum severance payment by bank cashier’s check equal to the present value of the flow of cash payments that would otherwise be paid to the Employee pursuant to this Section 4.2. Such present value shall be determined as of the date of delivery of the notice of election by the Employee and shall be based on a discount rate equal to the interest rate on 90-day U.S. Treasury bills, as reported in The Wall Street Journal (or similar publication), on the date of delivery of the election notice. If the Employee elects to receive a lump sum severance payment, Avocent Corporation shall cause the Employer to make such payment to the Employee within ten (10) days following the date on which the Employee notifies the Employer of the Employee’s election. The Employee shall also be entitled to have the vesting of any awards granted to the Employee under any AHC or Avocent stock option plans fully accelerated. The Employee shall be provided with medical plan benefits under any health plans of Avocent or Employer in which the Employee is a participant to the full extent of the Employee’s rights under such plans for a period of twelve (12) months from the date of such Termination Other Than for Cause (even if Employee elects to receive a lump sum severance payment).

  • Compensation During Disability or Upon Termination (i) If, during the Protected Period, Employee fails to perform Employee's normal duties as a result of incapacity due to physical or mental illness, Employee shall continue during the period of such disability to receive Employee's full Base Salary and any awards, deferred and nondeferred, payable during such period under the Bonus Plan, less any amounts paid to Employee during such period of disability pursuant to the Company's short term disability or sick-leave program(s) until Employee's employment is terminated or such Disability ends. This Section 4(i) shall not reduce or impair Employee's rights to terminate employment for a Good Reason as otherwise provided herein.

  • Termination without Cause or Resignation for Good Reason in Connection with a Change in Control If the Company terminates Executive’s employment with the Company without Cause (excluding death or Disability) or if Executive resigns from his or her employment for Good Reason, and, in each case, such termination date occurs during the Change in Control Period, then Executive will receive the Accrued Benefits and, subject to Sections 5 through 7, below, Executive will be eligible to receive the following:

  • PAYMENTS UPON A CHANGE IN CONTROL (a) The term “

  • Termination Without Cause or Constructive Termination Without Cause In the event the Executive's employment is terminated without Cause, other than due to disability or death, or in the event there is a Constructive Termination Without Cause, the Executive shall be entitled to:

  • PAYMENTS TO EXECUTIVE UPON CHANGE IN CONTROL (a) Upon the occurrence of a Change in Control of the Bank or the Company (as herein defined) followed at any time during the term of this Agreement by the voluntary or involuntary termination of the Executive’s employment, other than for Cause, as defined in Section 2(c) hereof, the provisions of Section 3 shall apply. Upon the occurrence of a Change in Control, the Executive shall have the right to elect to voluntarily terminate his employment at any time during the term of this Agreement following any demotion, loss of title, office or significant authority, reduction in his annual compensation or benefits, or relocation of his principal place of employment by more than 30 miles from its location immediately prior to the Change in Control.

  • Termination Upon a Change in Control If Executive’s employment is subject to a Termination within a Covered Period, then, in addition to Minimum Benefits, the Company shall provide Executive the following benefits:

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