Other Termination Payments Sample Clauses
The 'Other Termination Payments' clause defines the types of payments that may be owed between parties upon the early termination of an agreement, aside from standard or previously specified payments. This clause typically outlines additional financial obligations, such as compensation for services rendered up to the termination date, reimbursement of expenses, or payment of penalties or liquidated damages. Its core function is to ensure that all potential financial consequences of ending the contract prematurely are clearly addressed, thereby reducing disputes and providing certainty for both parties.
Other Termination Payments. (1) This Section 6(c) shall apply to the extent that Executive is not entitled to receive the Change in Control Payment pursuant to Section 6(d) (above) for whatever reason. In the event that (A) Executive's employment is terminated by the Company for any reason other than a "Non-Severance Event" (as defined in Section 6(b)), (B) the Company does not renew the Agreement pursuant to Section 4 for any one- year renewal period at any time, or (C) Executive terminates his own employment hereunder for "Good Reason" (as defined below), then in any such event, the Company shall pay to Executive as additional pay ("ADDITIONAL PAY"), the product equal to two (2) multiplied by Executive's annual base salary in effect immediately prior to his Termination Date. The Company shall pay the Additional Pay to Executive in a cash lump sum not later than thirty (30) calendar days following the Termination Date.
(2) Notwithstanding any provision of this Section 6(c) to the contrary, the Executive must first execute an appropriate release agreement whereby he agrees to release and waive, in return for the Additional Pay described in Section 6(c)(1) only, any claims that he may have against the Company for (A) unlawful discrimination (including, without limitation, age discrimination) and (B) termination pay under any severance pay plan or program maintained by the Company that covers Executive; provided, however, such release shall not release any claims by Executive for payments due under this Agreement, including, without limitation, any Change in Control payment described in Section 6(d), without Executive's express written consent. Executive shall not be required to mitigate any payments due under this Section 6(c) or any other provision of this Agreement.
Other Termination Payments. (1) In the event that (A) Executive's employment is terminated by the Company for any reason other than a "Non-Severance Event" (as defined in Section 6(c)), (B) the Company does not renew the Agreement pursuant to Section 4 for any one- year renewal period at any time, or (C) Executive terminates his own employment hereunder for "Good Reason" (as defined below), then in any such event, the Company shall pay to Executive as additional pay ("Additional Pay"), the product equal to two (2) multiplied by Executive's annual base salary in effect immediately prior to his Termination Date. The Company shall pay the Additional Pay to Executive in a cash lump sum not later than thirty (30) calendar days following the Termination Date.
(2) Notwithstanding any provision of this Section 6(b) to the contrary, the Executive must first execute an appropriate release agreement whereby he agrees to release and waive, in return for the Additional Pay described in Section 6(b)(1) only, any claims that he may have against the Company for (A) unlawful discrimination (including, without limitation, age discrimination) and (B) termination pay under any severance pay plan or program maintained by the Company that covers Executive; provided, however, such release shall not release any claims by Executive for payments due under this Agreement without Executive's express written consent. Executive shall not be required to mitigate any payments due under this Section 6(b) or any other provision of this Agreement.
Other Termination Payments. (1) In the event that (A) Executive's employment is terminated by the Company for any reason other than a "Non-Severance Event" (as defined in Section 6(d)), (B) the Company does not renew the Agreement pursuant to Section 4 for any one- year renewal period at any time, or (C) Executive terminates his own employment hereunder for "Good Reason" (as defined below), then in any such event, the Company shall pay to Executive as additional pay ("Additional Pay"), the product equal to two (2) multiplied by Executive's annual base salary in effect immediately prior to his
Other Termination Payments. (i) All non-vested stock options held by Consultant or Named Provider shall immediately vest and shall be exercisable upon:
A. Consultant terminates his engagement under this Agreement for Good Reason (as defined below) by a written notice to that effect delivered to the Board within 12 months after the occurrence of the Good Reason event, or
B. Consultant is terminated by Employer (other than for Cause).
(ii) If (A) Consultant provides written notice to Employer of the occurrence of Good Reason (as defined below) within a reasonable time after Consultant has knowledge of the circumstances constituting Good Reason, which notice specifically identifies the circumstances which Consultant believes constitute Good Reason; (B) Employer fails to notify Consultant of Employer’s intended method of correction within 30 days after receipt of the notice, or fails to commence appropriate action to correct the circumstances within 30 days after receipt of such notice; and (C) Consultant resigns within ten business days after receiving Employer’s response, if such response does not indicate an intention to correct such circumstances, or within ten business days following the end of Employer’s 30-day cure period if Employer had failed to commence appropriate action to correct the circumstances; then Consultant shall be considered to have terminated for Good Reason. For purposes of this Agreement, “Good Reason” shall mean, without Consultant’s express written consent (and except in consequence of a prior termination of Consultant’s employment), the occurrence of any of the following circumstances
Other Termination Payments. (i) In the event of a termination of Executive’s employment under either (A) or (B) below, Executive shall be entitled to receive, in lieu of any other payments provided for in this Agreement, a lump sum payment equal to the sum of (x) the lesser of (i) Executive’s Base Salary for nine months and (ii) Executive’s Base Salary for the remainder of the Term (as the same may have been extended pursuant to Section 1), (y) the value of accrued vacation/sick leave, unpaid expenses and any other benefits accrued at the effective date of termination (including a pro rata portion of the current fiscal year’s Performance Bonus, if any), and (z) the Signing Bonus (to the extent not previously paid). In addition, all non-vested stock options held by Executive shall immediately vest and shall be exercisable:
A. Executive terminates his employment under this Agreement for Good Reason (as defined below) by a written notice to that effect delivered to the Board within 12 months after the occurrence of the Good Reason event.
B. Executive’s employment is terminated by Employer or its successor within 12 months of a Change of Control.
(ii) For purposes of this Section, the term “Change of Control” shall mean the following:
Other Termination Payments. If (i) this Agreement is terminated pursuant to (A) Section 9.1(f) (expiration date), (B) Section 9.1(h) or (i) (fiduciary out), (C) Section 9.1(g) (failure to obtain shareholder approval), (D) Section 9.1(j) or (k) (change of recommendation) or (E) pursuant to Section 9.1(b) or (c) (breach); and (ii) at the time of such termination (or in the case of clause (i)(C) above, prior to the meeting of such party's shareholders) there shall have been an Acquisition Proposal involving the Company or AEP (as the case may be, the "Target Party") or any of its Affiliates which, at the time of such termination (or such meeting, as the case may be), shall not have been (x) rejected by the Target Party and its Board of Directors and (y) withdrawn by the third party; and (iii) within eighteen months of any such termination described in clause (i) above, the Target Party or any of its Affiliates becomes a Subsidiary of such offeror or a Subsidiary of an Affiliate of such offeror or accepts a written offer or enters into a written agreement to consummate or consummates an Acquisition Proposal with such offeror or an Affiliate thereof, then such Target Party (jointly and severally with its Affiliates), upon the signing of a definitive agreement relating to such Acquisition Proposal, or, if no such agreement is signed, then at the closing (and as a condition to the closing) of such Target Party becoming such a subsidiary or of such Acquisition Proposal, shall pay the Company or AEP, as the case may be, a termination fee equal to $225 million (the "Topping Fee") plus Expenses of such party not in excess of $20 million ("Out-of-Pocket Expenses"). If this Agreement is terminated by the Company or AEP pursuant to Section 9.1(l) (third party acquisition of voting power or change of board), then the Company or AEP, as the case may be, shall pay immediately the terminating party the Topping Fee plus Out-of-Pocket Expenses.