Officer Severance Plan Sample Clauses

Officer Severance Plan. The Executive acknowledges and agrees that, from and after the Effective Date, he shall not be a participant in, and he hereby waives any right to participate in, the Officer Severance Plan, or any successor plan thereto designed to provide similar benefits.
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Officer Severance Plan. The Managing Director shall participate in the Officer Severance Plan of Tekelec US, effective from time to time (currently 2007 Officer Severance Plan - the "Plan") provided that all requirements (effective from time to time) of the Plan are met, in particular the Managing Director is still an Eligible Officer within the meaning of the Plan. For the purpose of the Plan the target bonus (in the meaning of sec. 2 (b) of the current 2007 Plan) shall be 70% of the annual base salary; the target bonus is also in lieu of commissions (in the meaning of the Plan). Otherwise, all requirements for the entitlement shall be solely governed by the Plan effective from time to time. The Plan and its application shall be governed by the laws of the state of North Carolina, USA.
Officer Severance Plan. The parties agree that, from and after the Effective Date, Employee will be designated as an “Eligible Officerfor purposes of Employer’s Officer Severance Plan (As Amended and Restated Effective January 1, 2009) (the “2009 Plan”). However, notwithstanding the foregoing or anything to the contrary, Employee will not be entitled to any severance benefits under the 2009 Plan, whether pursuant to Section 3(b)(i) thereof or otherwise, due to either (a) any decrease to Employee’s annual base salary that results in such base salary being equal to or greater than the annual base salary to which Employee was entitled immediately prior to the Effective Date, or (b) (i) any change to Employee’s position at Employer, or (ii) the removal of Employee from Employee’s position, in either case following an offer to Employee of employment in another position at Employer (even if Employee does not accept such new position), provided that Employee remains or is offered a position (even if not accepted) as the CEO or as an “executive officer” (as defined in 17 CFR §240.3b-7 as of the Effective Date) of Employer reporting directly to the CEO. Employer acknowledges that vesting of the stock options and RSUs described above in this Amendment may be accelerated under the terms of the 2009 Plan. To the extent the foregoing provisions would alter the provisions of the 2009 Plan, the 2009 Plan is hereby amended accordingly.
Officer Severance Plan. The parties agree that Employee previously has been, and from and after the Effective Date shall continue to be, designated as an “Eligible Officerfor purposes of Employer’s Officer Severance Plan (As Amended and Restated Effective February 12, 2016) (the “2016 Plan”) or any successor thereto. Employer acknowledges that vesting of the stock options and RSUs described in the Second Amendment may be accelerated under the terms of the 2016 Plan."
Officer Severance Plan. In consideration of the benefits provided under this First Amendment, Executive hereby waives any and all benefits to which he may have been entitled to receive under the Section 16 Officer Severance Plan, including without limitation any benefits or protections Executive may have been entitled to receive under Article XI of the Section 16 Officer Severance Plan. Executive further waives any rights to severance benefits under any other Company-sponsored severance plan, program, practice, policy or agreement that would duplicate severance benefits under this Agreement.
Officer Severance Plan 

Related to Officer Severance Plan

  • Severance Plan The term “Severance Plan” shall mean the Assured Guaranty Ltd. Executive Severance Plan.

  • 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 the Pro Rata Bonus 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.

  • 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 Pay and Benefits Upon Termination by the Company without Cause or by the Executive for

  • Description of Severance Benefits In the event the Executive becomes entitled to receive Severance Benefits, as provided in Sections 3.1 and 3.2 herein, the Company shall pay to the Executive and provide him with the following:

  • Long-Term Incentive Compensation Subject to the Executive’s continued employment hereunder, the Executive shall be eligible to participate in any equity incentive plan for executives of the Firm as may be in effect from time to time, in accordance with the terms of any such plan.

  • 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)

  • Termination of Employment and Severance Benefits The Executive’s employment hereunder shall terminate under the following circumstances:

  • Short-Term Incentive Compensation In addition to the foregoing Base Salary, the Executive shall be eligible during the Term to receive cash short-term incentive compensation, determined and payable in the discretion of the Compensation Committee of the Board. At least annually, the Compensation Committee shall consider awarding short-term incentive compensation to the Executive.

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