Payments Upon Termination of Employment Clause Samples
The "Payments Upon Termination of Employment" clause defines the financial obligations owed to an employee when their employment ends. Typically, this clause outlines what types of payments are due, such as accrued salary, unused vacation, severance pay, or bonuses, and may specify conditions under which these payments are made, like voluntary resignation, termination for cause, or layoffs. Its core function is to ensure both parties understand what compensation is owed upon termination, thereby reducing disputes and providing clarity regarding post-employment entitlements.
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Payments Upon Termination of Employment. (a) In the event of any termination of the Executive's employment during the term of this Agreement, if such termination is (1) by the Executive pursuant to Section 7(c), above, or (2) by Eastern pursuant to Section 7(b) above, Eastern shall pay to the Executive the sum of the following amounts within 30 days of such termination (provided, that if such termination of employment occurs after the Effective Date but before the Change of Control, the Executive shall be entitled to the payments described at (i), (ii) and (iii) below only upon consummation of the Change of Control):
(i) a lump sum cash amount equal to the product of three (3) times the annual rate at which the Executive was being paid base salary immediately prior to such termination or immediately prior to the Effective Date, if greater;
(ii) a lump sum cash amount equal to the product of three (3) times the Executive's target benefit or benefits under the annual bonus or incentive plan or plans in which the Executive was participating for the period including the date of termination or times the Executive's target benefit or benefits under the annual bonus or incentive plan or plans in which the Executive was participating for the period including the Effective Date if higher; and
(iii) a lump sum cash amount equal to the product of (A) the Executive's target benefit or benefits for the bonus or incentive period or periods that include the date of termination (under the annual bonus or incentive plan or plans in which the Executive was participating at the time of termination), times a (B) a fraction, the numerator of which is the number of days elapsed in such bonus or incentive period or periods prior to the date of termination, and the denominator of which is three hundred sixty-five (365). In addition, upon termination of employment Eastern shall promptly pay to the Executive any salary, bonuses, or other payments earned by the Executive but not yet paid as of the date of termination.
(b) For a period of thirty-six (36) months commencing with the month in which a termination described in (a)(1) or (a)(2) above shall have occurred, the Executive and the Executive's family shall continue to be entitled to participate in Eastern's medical, dental, life-insurance, disability and other welfare benefit plans and programs at a level of benefits at least as favorable to the Executive and the Executive's family, and on terms at least as favorable to the Executive and the Executive's family, as were...
Payments Upon Termination of Employment. (a) If Executive's employment with the Company is terminated by reason of:
(i) Executive's abandonment of Executive’s employment or Executive's resignation for any reason (whether or not such resignation is set forth in writing or otherwise communicated to the Company);
(ii) termination of Executive's employment by the Company for Cause (as defined below); or
(iii) termination of Executive's employment by the Company without Cause following expiration of the Term; the Company shall pay to Executive his or her then-current base salary through the Termination Date and any and all other benefits to which Executive may be entitled under any applicable Company policy, plan or procedure (without duplication of benefits).
(b) Except in the case of a Change in Control, which is governed by Section 10(c) below, if Executive's employment with the Company is terminated by the Company pursuant to Section 9(a)(i) effective prior to the expiration of the Term for any reason other than for Cause (as defined below), then the Company shall pay to Executive, subject to Section 10(g) of this Agreement and in addition to the consideration described in Section 4(b) above, the following amounts:
(i) Executive’s then-current base salary through the Termination Date;
(ii) pro rata portions of any quarterly and annual non-equity bonus payouts under any non-equity incentive-based compensation plans then in effect (provided that any applicable performance measures are achieved); and
(iii) the amount of Executive’s then current base salary that Executive would have received from the Termination Date through the date that is nine months following such Termination Date. Any amount payable to Executive pursuant to Section 10(b)(iii) shall be subject to deductions and withholdings and shall be paid to Executive by the Company in the same periodic installments in accordance with the Company's regular payroll practices commencing on the first normal payroll date of the Company following the expiration of all applicable rescission periods provided by law. Any amount payable to Executive pursuant to Section 10(b)(ii) shall be subject to deductions and withholdings and shall be paid to Executive by the Company in the same manner and at the same time that incentive bonus payments are made to current employees of the Company, but no earlier than the first normal payroll date of the Company following the expiration of all applicable rescission periods provided by law and no later than March 15th...
Payments Upon Termination of Employment. In the case of any termination of Executive’s employment with the Company, Executive or his estate or legal representative shall be entitled to receive, to the extent permitted by applicable law, from the Company (i) Executive’s Base Salary through the date of termination to the extent not previously paid, (ii) to the extent not previously paid, the amount of any bonus, incentive compensation, and other compensation earned or accrued by Executive as of the date of termination under any compensation and benefit plans, programs or arrangements maintained in force by the Company for any fiscal year of the Company ended prior to the date of termination that is then unpaid, (iii) any vacation pay, expense reimbursements and other cash entitlements accrued by Executive, in accordance with Company policy for senior executives, as of the date of termination to the extent not previously paid, (iv) any equity awards outstanding under any Company long term incentive plans or arrangements, in accordance with the terms of the plans or arrangements under which such awards were created or maintained, and (v) all benefits accrued by Executive under all benefit plans and qualified and nonqualified retirement, pension, 401(k) and similar plans and arrangements of the Company, in such manner and at such times as are provided under the terms of such plans and arrangements.
Payments Upon Termination of Employment. (a) In the event of any termination of the Employee’s employment hereunder (i) by the Employee for Good Reason or (ii) by the Company for any reason other than Cause or the Employee’s Disability, then, as soon as practicable (but not more than sixty (60) days) after any such termination the Company shall pay to the Employee the following amounts, and shall provide the Employee and the dependents, beneficiaries and estate of the Employee with the following, as liquidated damages or severance pay, or both:
(i) a lump sum cash payment equal to the present value of twenty-four (24) monthly salary payments, assuming for this purpose that (1) each monthly salary payment would have been equal to one-twelfth (1/12th) of the Employee’s annual salary in effect at the time of employment termination (disregarding any reductions in annual salary that were not approved by the Employee) and (2) such monthly salary payments would have been made on each of the twenty-four (24) monthly anniversaries of the date the Employee’s employment terminated;
(ii) a lump sum cash payment equal to the present value of two (2) annual bonus payments, assuming for this purpose that (1) each such annual bonus payment would have been equal to the Employee’s target annual bonus for the year in which employment termination occurs (disregarding any reductions in such target annual bonus that were made in the year of employment termination and that were not approved by the Employee) and (2) the first annual bonus would have been paid on the last business day of the first February following the date of employment termination and the second annual bonus would have been paid on the last business day of the second February following the date of employment termination;
(iii) A lump sum cash amount equal to the present value of the contributions which would have been made by the Company or any subsidiary of the Company to the Employee’s account pursuant to any savings or thrift plan maintained by the Company or any subsidiary of the Company in which the Employee was participating immediately prior to such termination, calculated as if the Employee had continued to be employed and to be entitled to such contributions during the twenty-four (24) month period immediately following such termination, at a rate of contribution equal to that made by the Company or any subsidiary of the Company during the most recent contribution period preceding such termination; and
(iv) A lump sum cash amount equal to the...
Payments Upon Termination of Employment. (a) If during the Termination Period the employment of the Executive shall terminate, other than by reason of a Nonqualifying Termination, then the Company shall pay to the Executive (or the Executive’s beneficiary or estate):
(1) within 30 days following the Date of Termination, as compensation for services rendered to the Company, a cash amount equal to the sum of (i) the Executive’s base salary from the Company and its affiliated companies through the Date of Termination, (ii) the Executive’s annual bonus in an amount determined in accordance with the terms of the Company’s Management Incentive Plan or any other applicable bonus plan of the Company, (iii) the amount payable to the Executive in accordance with the terms of the Company’s Shareholder Value Incentive Plan and (iv) any accrued vacation pay, in each case to the extent not theretofore paid; plus
(2) no earlier than six months and no later than six months and seven days after the Date of Termination, a lump-sum cash amount equal, in the aggregate to, 1.99 times the Executive’s “base amount,” as such term is defined in Section 280G(b)(3) of the Internal Revenue Code of 1986, as amended (the “Code”); provided, that any amount paid pursuant to this Section 3(a)(2) shall be paid in lieu of any other amount of severance relating to salary or bonus continuation to be received by the Executive upon termination of employment of the Executive under any severance plan, policy or arrangement of the Company.
(3) In addition to the payments to be made pursuant to Section 3(a)(1) and (2) hereof, any stock options granted to the Executive under any of the Company’s Employee Stock Option Plans shall be treated in accordance with the terms of such plans and any amounts deferred for the benefit of the Executive (together with any interest and earnings thereon) under any deferred compensation plan of the Company shall be paid in accordance with the terms of those plans.
(4) For a period of 24 months commencing on the Date of Termination, the Company shall continue to keep in full force and effect all policies of medical, accident, disability and life insurance with respect to the Executive and his dependents with the same level of coverage, upon the same terms and otherwise to the same extent as such policies shall have been in effect immediately prior to the Date of Termination or, if more favorable to the Executive, as provided generally with respect to other peer executives of the Company and its affiliated co...
Payments Upon Termination of Employment. In the event of termination of the Employee’s employment hereunder pursuant to this Section 4:
4.2.1. The Employee (or his heirs, legatees or personal representatives) shall be entitled to receive all compensation and benefits specified in this Agreement which shall have accrued prior to the date of such termination and the obligation of the Company for the payment of compensation, and the right of the Employee to receive all accrued and unpaid compensation and other benefits required by applicable law including the benefits under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”) or any successor statute thereto.
4.2.2. All rights of the Company or the Employee which shall have accrued hereunder prior to the date of the Employee’s termination, and the provisions of this Agreement which are stated herein to survive termination, shall survive such termination and the Company and the Employee shall continue to be bound by such provisions in accordance with the terms hereof.
4.2.3. The Company may provide severance compensation pursuant to Section 4.2.4, Section 4.2.5 and Section 4.2.6 below to the Employee upon the Employee providing a full release of all claims against the Company within 45 days from the date of separation.
Payments Upon Termination of Employment. (a) If Executive’s employment with the Company (x) is terminated by the Company for any reason other than for Cause (as defined below), or (y) terminates due to death or Disability, then, subject to Section 13(g), Section 13(h), Section 13(i), and Section 13(j):
(i) the Company shall pay to Executive in a lump sum an amount equal to twelve (12) months base salary, at the rate of Executive’s base salary in effect as of the Termination Date, less applicable withholdings; and
(ii) if Executive elects to continue his group medical or dental insurance coverage with the Company following the termination of his employment with the Company, the Company shall reimburse him for the portion of the premiums that the Company would have paid had Executive remained employed with the Company, at the same level of coverage that was in effect as of the Termination Date, for a period of twelve (12) consecutive months after the Termination Date.
(b) If within twelve (12) months following a Change in Control (as defined in the Stellent, Inc. 2005 Equity Incentive Plan, as may be amended from time to time) Executive’s employment with the Company (x) is terminated by the Company for any reason other than for Cause (as defined below), (y) is terminated by Executive for Good Reason (as defined below), or (z) terminates due to death or Disability, then in lieu of any benefits under Section 13(a) above, and subject to Section 13(g), Section 13(h), Section 13(i), and Section 13(j):
(i) Executive shall receive severance benefits on the same terms as set forth in Section 13(a) above, and
(ii) any outstanding and unvested stock options held by Executive as of the Termination Date shall vest on the first business day following expiration of any rescission periods applicable to the release of claims required pursuant to Section 13(h), provided that Executive has not rescinded the release of claims.
(c) If Executive’s employment with the Company is terminated by reason of:
(i) Executive’s abandonment of his employment or Executive’s resignation for any reason (other than resignation for Good Reason within twelve (12) months following a Change in Control); or
(ii) termination of Executive’s employment by the Company for Cause (as defined below), the Company shall pay to Executive or his beneficiary or his estate, as the case may be, his base salary through the Termination Date.
Payments Upon Termination of Employment. (a) After the later to occur of the Termination Effective Date or eight (8) full days following the execution of this Agreement, and provided that you have not revoked this Agreement, the Company will make the following payments to you so long as you are not in breach or violation of, or noncompliance with, any provision of this Agreement and do not engage in any activity or conduct proscribed by Sections 6 through 10 inclusive (regardless of the extent to which such Sections may be enforced under applicable law):
(i) an aggregate amount equal to $300,000 payable in bi-weekly installments over a period of twelve (12) months following the Termination Effective Date in such manner and at such times as is generally the Company’s policy for payment of executive compensation;
(ii) a pro rata bonus (or portion thereof) for the period from January 1, 2010, through the Termination Effective Date, if any bonus is awarded and payable to you under and in accordance with the Company’s 2010 performance bonus plan as adopted by Pacer’s Board, to be paid if, when and as provided in such bonus plan (it being understood that the award of any such bonus (or portion thereof) is subject to company-wide, business unit, and/or functional group specific performance criteria and your individual performance assessment for such pro-rated period); and
(iii) premiums due for continued group health insurance coverage through the Company under COBRA through June 30, 2011 or such earlier date on which you become covered by substitute group health insurance, subject to your timely election to continue COBRA coverage.
(b) Without limiting any other provision of this Agreement, if you die on or after the Termination Effective Date, your heirs, beneficiaries or estate, as their respective interests may appear (but without duplication), shall be entitled to receive or continue to receive those amounts that would otherwise have been due and payable to you pursuant to this Section 2.
Payments Upon Termination of Employment. If during the Termination Period the employment of the Executive is terminated pursuant to a Qualifying Termination, then the Company shall provide to the Executive:
(a) a lump-sum cash payment equal to the result of multiplying (i) the sum of (A) the Executive’s Base Salary, plus (B) the Executive’s Bonus Amount by (ii) [one (1)] [one and a half (1.5)];
(b) a lump-sum cash payment equal to the Executive’s base salary through the Date of Termination and any bonus amounts for completed fiscal years, to the extent not theretofore paid or deferred;
(c) a lump-sum cash payment equal to the Executive’s target annual bonus for the fiscal year in which the Date of Termination occurs, multiplied by a fraction the numerator of which shall be the number of days the Executive was employed by the Company during the fiscal year in which the Date of Termination occurred and the denominator of which is 365;
(d) a lump-sum cash payment equal to the after-tax value (based on the highest Federal and State tax rates) of the Company-provided annual health care for the Executive and/or the Executive’s family at the Date of Termination, multiplied by [one (1)] [one and a half (1.5)];
(e) for a period of one (1) year following the Date of Termination, the Company shall make outplacement services available to the Executive in accordance with its outplacement policy in effect immediately before the Change in Control (or if no such policy is in effect, the Executive may choose a provider of outplacement services, provided that the total cost of such outplacement services for the Executive shall not exceed $20,000);
(f) to the extent not theretofore paid or provided, any other amounts or benefits required to be paid or provided or which the Executive is eligible to receive under any plan, program, policy or practice or other contract or agreement of the Company and its affiliated companies through the Date of Termination; and
(g) full vesting of all Executive’s outstanding Equity Incentive Compensation awards (for the avoidance of doubt, the vesting provided in this Section 3(g) shall be in addition to, and not in lieu of, the change in control vesting provided under the Company’s stock and incentive plans or award agreements issued thereunder). The Company shall not be required to make the payments and provide the benefits specified in this Section 3 unless the Executive executes and delivers to the Company an agreement releasing the Company, its affiliates and its officers, direct...
Payments Upon Termination of Employment. (a) Termination by the Company without Cause, or Termination by the Executive for