Release; Exclusive Payments and Benefits Sample Clauses

Release; Exclusive Payments and Benefits. For and in consideration of the agreements, payment of the amounts and the provision of the benefits, in each case, as described in this Section 2, the Executive hereby agrees to execute a release of all claims against the Company and certain other parties in the form attached as Exhibit 2.6 hereto (the “Release”). Except as otherwise expressly provided in (and subject to the terms of) this Agreement and the Equity Plans and Benefit Plans, the Executive agrees that the Executive shall not be entitled to receive any other payment, compensation or benefits from the Company or any other member of the Company Group in connection with the Executive’s employment or service, the termination of such employment or service or otherwise. Notwithstanding anything herein or in any Equity Plan or Benefit Plan to the contrary, the Executive shall not be entitled to receive any bonus or incentive based compensation with respect to the 2008 calendar, fiscal or performance year (except those equity-based awards granted prior to the date hereof). Except as otherwise provided in this Agreement, following the Retirement Date, the Executive further agrees that the Executive is not entitled to any severance, change-in control-related or similar payments or benefits under any agreement, guidelines, plan, program, policy or arrangement, whether formal or informal, written or unwritten, of the Company or any member of the Company Group (including the Severance Plan) and hereby acknowledges and agrees that the Executive’s receipt and satisfaction of all agreements, payments and benefits provided in this Section 2 will constitute full and final payment, accord and satisfaction of any and all potential claims described in the Release (subject to the terms and limitations in the General Release). The Company shall have no obligation whatsoever to Executive under this Agreement until the passage of the Revocation Period (as defined in Exhibit 2.6) without Executive having revoked the Executive’s execution hereof in accordance with the terms of the General Release.
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Related to Release; Exclusive Payments and Benefits

  • Termination Payments and Benefits Regardless of the circumstances of the Executive’s termination, Executive shall be entitled to payment when due of any earned and unpaid base salary, expense reimbursements and vacation days accrued prior to the termination of Executive’s employment, and other unpaid vested amounts or benefits under Company retirement and health benefit plans, and, as applicable, under Equity Agreements in accordance with their terms, and to no other compensation or benefits.

  • Separation Payments and Benefits Without admission of any liability, fact or claim, the Company hereby agrees, subject to Executive’s timely execution and non-revocation hereof and Executive’s compliance with Executive’s obligations pursuant to this Agreement and the Surviving Provisions, to provide Executive the severance payments and benefits set forth below:

  • Severance Payments and Benefits For purposes of this Agreement, the term "Severance Payments and Benefits" shall mean:

  • Payments and Benefits Subject to the terms and conditions of this Agreement, if the Executive’s employment is terminated during the Term of this Agreement and before a Change in Control (A) by the Company for a reason other than for Cause or (B) by the Executive for Good Reason, the Executive shall be entitled to:

  • Other Payments and Benefits On any termination of employment, including, without limitation, termination due to the Employee’s death or Disability (as defined in Section 10) or for Cause, the Employee shall receive any accrued but unpaid salary, reimbursement of any business or other expenses incurred prior to termination of employment but for which the Employee had not received reimbursement, and any other rights, compensation and/or benefits as may be due the Employee in accordance with the terms and provisions of any agreements, plans or programs of the Company (but in no event shall the Employee be entitled to duplicative rights, compensation and/or benefits).

  • Additional Payments and Benefits The Executive shall also be entitled to:

  • Severance Payments; Salary and Benefits The Company agrees to provide Executive with the severance payments and benefits described in Section 4(b) [and Section 4(c)] of the Employment Agreement, payable at the times set forth in, and subject to the terms and conditions of, the Employment Agreement. In addition, to the extent not already paid, and subject to the terms and conditions of the Employment Agreement, the Company shall pay or provide to Executive all other payments or benefits described in Section 3(c) of the Employment Agreement, subject to and in accordance with the terms thereof.

  • Payment and Benefits In consideration of the promises made in this Release, Employer has agreed to pay Executive the benefits as provided in that certain employment agreement made and entered into as of _________________________, by and between the Parties (the “Employment Agreement”). Executive understands and acknowledges that the benefits described in this Section 2 constitute benefits in excess of those to which Executive would be entitled without entering into this Release. Executive acknowledges that such benefits are being provided by Employer as consideration for Executive entering into this Release, including the release of claims and waiver of rights provided in Section 3 of this Release.

  • Limitation on Payments and Benefits Notwithstanding any provision of this Agreement to the contrary, if any amount or benefit to be paid or provided under this Agreement would be an “Excess Parachute Payment,” within the meaning of Section 280G of the Code, but for the application of this sentence, then the payments and benefits to be paid or provided under this Agreement shall be reduced to the minimum extent necessary (but in no event to less than zero) so that no portion of any such payment or benefit, as so reduced, constitutes an Excess Parachute Payment; provided, however, that the foregoing reduction shall be made only if and to the extent that such reduction would result in an increase in the aggregate payment and benefits to be provided, determined on an after-tax basis (taking into account the excise tax imposed pursuant to Section 4999 of the Code, any tax imposed by any comparable provision of state law, and any applicable federal, state and local income and employment taxes). Whether requested by the Executive or the Company, the determination of whether any reduction in such payments or benefits to be provided under this Agreement or otherwise is required pursuant to the preceding sentence shall be made at the expense of the Company by the Company’s independent accountant. The fact that the Executive’s right to payments or benefits may be reduced by reason of the limitations contained in this Section 9.3 shall not of itself limit or otherwise affect any other rights of the Executive other than pursuant to this Agreement. In the event that any payment or benefit intended to be provided under this Agreement or otherwise is required to be reduced pursuant to this Section 9.3, cash Severance Benefits payable hereunder shall be reduced first, then other cash payments that qualify as Excess Parachute Payments payable to the Executive, then non-cash benefits shall be reduced, as determined by the Company.

  • ADDITIONAL COMPENSATION AND BENEFITS The Executive shall receive the following additional compensation and welfare and fringe benefits:

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