Severance Benefits Clause Samples
POPULAR SAMPLE Copied 5 times
Severance Benefits. If (x) the Company terminates your employment for any reason other than for Cause (as defined below), death or Disability (as defined below), or (y) you resign from your employment with the Company for Good Reason (as defined below) (each such event, a “Qualified Separation”), subject to the terms of this Agreement (including satisfaction of the Release Requirement) and your continued compliance in all material respects with your Non-Disclosure and Non-Compete Agreement (which noncompliance, if curable in the reasonable discretion of the Company, is not cured to the reasonable satisfaction of the Company within thirty (30) days after receipt of written notice from the Company of such noncompliance), then the Company shall pay or provide you with the following benefits: (i) severance payments in the form of salary continuation at a rate equal to your Base Salary, at the rate in effect at the time of your separation date (and prior to any reduction that would constitute Good Reason hereunder), for the Severance Period; (ii) a pro-rata portion (based upon the number of days you were employed in the applicable year) of your annual bonus target for the year in which your termination occurs (iii) provided you timely elects continued coverage under COBRA, or state continuation coverage (as applicable), under the Company’s group health plans following such termination, the Company will pay the full COBRA, or state continuation coverage, premiums to continue your (and your covered dependents, as applicable) health insurance coverage in effect on the termination date until the earliest of: (1) the last day of the final full month of the Severance Period; (2) the date when you become eligible for substantially equivalent health insurance coverage in connection with new employment or self-employment; or (3) the date you cease to be eligible for COBRA or state law continuation coverage for any reason, including plan termination; provided that if at any time the Company determines that its payment of COBRA, or state continuation coverage, premiums on your behalf would result in a violation of applicable law (including, but not limited to, the 2010 Patient Protection and Affordable Care Act, as amended by the 2010 Health Care and Education Reconciliation Act), then in lieu of paying such premiums pursuant to this Section, the Company shall pay you on the last day of each remaining month of the period specified above, a fully taxable cash payment equal to the COBRA or sta...
Severance Benefits. Provided that Executive (a) complies with this Agreement and Sections 9 through 18, 21, 25, 31, 32, 34, and 37 through 39 of the Employment Agreement, and (b) executes and delivers to the Company the Global Release, as referenced in Section 5 of this Agreement, and the Global Release becomes effective and irrevocable within 60 days following the Resignation Date, Executive shall be entitled to: (i) vesting acceleration under the LTIP with respect to the shares of ▇▇▇▇ ▇▇▇▇’▇ Class A common stock subject to the outstanding LTIP awards held by Executive as of the Resignation Date as set forth on Exhibit A to this Agreement (the “Vested LTIP Awards”) and (ii) the severance payments and benefits provided under Section 6(b)(1)(A) (“Termination Not Following Change in Control”), Section 6(b)(2), and, to the extent applicable, Section 6(b)(3) of the Employment Agreement (clauses (i) and (ii) collectively, “Severance Payments”). Notwithstanding anything to the contrary contained in the Employment Agreement, the Parties agree that (x) accelerated vesting of the Vested LTIP Awards is being provided in lieu of the benefits under Section 6(a)(4)(A) of the Employment Agreement and (y) except for the Vested LTIP awards, all of Executive’s LTIP awards will be forfeited by Executive as of the Resignation Date. Executive agrees that the Severance Payments and the salary and benefits described in Section 3 of this Agreement constitute the only severance or other compensation the Executive is entitled to receive regarding Executive’s termination of employment with the Company. Therefore, Executive agrees that Executive has waived and has no right to the Additional Payments referenced in Sections 6(b)(1)(B) (“Anticipatory Termination”) or 6(b)(1)(C) (“Termination Following Change in Control”) of the Employment Agreement.
Severance Benefits. If a Qualifying Termination Event occurs and the Executive satisfies the conditions set forth in Section 3.1 above, the Company will pay the Executive as soon as practicable following his or her satisfaction of such conditions, but in no event more than 21/2 months following the Qualifying Termination Event, a non-discounted cash lump sum amount equal to the sum of the following:
(a) the Executive’s accrued and unpaid Base Salary and accrued vacation pay through the date of Executive’s termination, pursuant to a Qualifying Termination Event;
(b) a pro-rata portion (based on the number of days that elapsed in the calendar year before the Qualifying Termination Event occurred) of the greater of (i) the Executive’s target annual bonus for the year of the Qualifying Termination Event or (ii) the Executive’s annual bonus that would have been paid (as determined by the Board in its discretion) assuming the year ended on the date of the Qualifying Termination Event and based on actual performance through that date;
(c) an amount equal to the highest rate of the Executive’s annualized Base Salary in effect at any time up to and including the Qualifying Termination Event multiplied by two (2); and
(d) an amount equal to the greater of (i) the Executive’s target annual bonus for the year of the Qualifying Termination Event or (ii) the average of the annual bonuses actually paid to the Executive for the two years preceding the year of the Qualifying Termination Event, multiplied by two (2). In addition to the foregoing, if Executive satisfies the conditions set forth in Section 3.1 above, the Company will pay the Executive as soon as practicable following his or her satisfaction of such conditions, but in no event more than 21/2 months following the Qualifying Termination Event, a non-discounted cash lump sum amount equal to the sum of the following: (i) the Company’s estimate of the costs for the Executive’s medical insurance coverage at the level and a cost to the Executive comparable to that provided to the Executive immediately prior to the Qualifying Termination Event for a period of two (2) years following such Qualifying Termination Event (which, in the Company’s discretion, may be based on the applicable COBRA rates); (ii) the Company’s estimate of the costs for the continuation of that level of the Executive’s executive life insurance coverage that is in effect immediately prior to the Qualifying Termination Event for a period of two (2) years following such...
Severance Benefits. If the Executive's employment shall be terminated by the Company within three (3) years after a Change in Control of the Company, for reasons other than for Termination for Cause, Retirement, Death or Disability, or terminated by the Executive for Good Reason within three (3) years after a Change in Control of the Company, then, subject to the limitations set forth in Subparagraph 5(d) below, the Executive shall be entitled to the benefits provided below:
(i) the Company shall pay the Executive the Executive's full base salary through the Date of Termination, plus (5), five years at the rate equal to the greater of the rate in effect on the date prior to the Change in Control and the rate in effect at the time Notice of Termination is given, plus all other amounts to which the Executive is entitled under any compensation plan of the Company in effect on the date, the payments are due, except as otherwise provided below;
(ii) in lieu of any further salary payments to the Executive for periods subsequent to the Date of Termination, except as provided in Paragraph 5(d) below, the Company shall pay as severance pay to the Executive a lump sum severance payment equal to 300% of an average annual amount actually paid by the Company or any parent or subsidiary of the Company to the Executive and included in the Executive's gross income for services rendered in each of the five prior calendar years (or shorter period during which the Executive shall have been employed by the Company or any parent or subsidiary of the Company), less $100;
(iii) in consideration of the surrender on the Date of Termination of the then outstanding options ("Options") granted to the Executive, if any, under the stock option plans of the Company, or otherwise, for shares of common stock of the Company ("Company Shares"), except as provided in Paragraph 5(d) below, the Executive shall receive an amount in cash equal to the product of (A) the excess of, (x) in the case of options granted after the date of this Agreement that qualify as incentive stock options ("ISOs") under Section 422A of the Internal Revenue Code of 1986, as amended (the "Code"), the closing price on or nearest the Date of Termination of Company Shares as reported in the principal national securities exchange on which the Company's Shares are listed or admitted to trading or, if the Company Shares are not listed or admitted to trading on any national securities exchange, the last quoted price or, if not so quoted, the a...
Severance Benefits. If Executive's employment by the Company or any subsidiary thereof or successor thereto shall be subject to a Covered Termination, then Executive shall be entitled to receive, as additional compensation for services rendered to the Company (including its subsidiaries), the following severance benefits:
(a) A lump sum cash payment in an amount equal to Executive's Severance Amount.
(b) A lump sum cash payment Actuarially Equivalent (as such term is defined in the Pension Plan) to Executive's unreduced projected supplemental monthly benefit at age sixty-two under the SERP if Executive has attained age fifty-five or older as of the date of his Covered Termination, or to Executive's accrued supplemental monthly benefit under the SERP, plus three years of Credited Service (as such term is defined in the SERP) if Executive has not attained age fifty-five as of the date of his Covered Termination.
(c) A lump sum cash payment Actuarially Equivalent (as such term is defined in the Pension Plan) to Executive's projected normal retirement benefit under the DCP.
(d) If Executive is not eligible for retiree medical coverage as of the date of his Covered Termination, Executive shall be entitled to continue the Welfare Benefit Coverages for himself/herself and, where applicable, his eligible dependents for up to thirty-six months following the date of his Covered Termination. Such benefit rights shall apply only to those Welfare Benefit Coverages which the Company has in effect from time to time for active employees. Welfare Benefit Coverage(s) shall immediately end upon Executive's obtainment of new employment and eligibility for similar Welfare Benefit Coverage(s) (with Executive being obligated hereunder to promptly report such eligibility to the Company). If Executive is eligible for retiree medical coverage as of the date of his Covered Termination, Executive shall receive earned retiree benefits as long as Executive continues to pay the required premiums for such benefits. Notwithstanding the foregoing, if any of the Welfare Benefit Coverages cannot be continued during a period when Executive is not an employee of the Company, the Company shall pay to Executive a lump sum cash payment in amount equal to the economic value of such benefit.
(e) Executive shall be entitled to receive reimbursements for out-placement services in connection with obtaining new employment incurred within twelve months of the date of his Covered Termination, up to a maximum amount equal to...
Severance Benefits. The Company shall pay the Executive six (6) months of his/her monthly base salary (at the rate in effect immediately prior to the actions that resulted in the Qualifying Termination). The Executive will receive his or her severance payment in a cash lump-sum in accordance with the Company’s standard payroll procedures, which payment will be made no later than the first regular payroll date occurring after the sixtieth (60th) day following the Separation, provided that the Release Conditions have been satisfied.
Severance Benefits. Subject to Section 3.7, the Company shall maintain in full force and effect, for the continued benefit of the Executive and his dependents for a period terminating on the earlier of: (i) twenty-four (24) months after the Termination Date or (ii) the commencement date of equivalent benefits from a new employer (the “CIC Extended Benefit Period”), all insured and self insured medical, dental, vision, disability and life insurance employee welfare benefit plans in which the Executive was entitled to participate immediately prior to the Termination Date; provided that the Executive’s continued participation is not barred under the general terms and provisions of such Plans. Notwithstanding the foregoing, the Executive shall continue to participate in such Plans during the CIC Extended Benefit Period only to the extent that such Plans remain in effect for other executives of the Company from time to time during the CIC Extended Benefit Period and subject to the terms of such Plans, including any modifications and amendments thereto following the Termination Date. In the event that the Executive’s participation in any such Plan is barred by its terms, the Company, at its sole cost and expense, shall arrange to have issued for the benefit of the Executive and his dependents individual policies of insurance providing benefits substantially similar (on an after-tax basis) to those which the Executive otherwise would have been entitled to receive under such Plans pursuant to this Paragraph (b). Executive shall be responsible for making any required contributions to the cost of such coverage, on an after-tax basis, at the rate which Executive was obligated to pay immediately prior to the Termination Date. If, at the end of the applicable CIC Extended Benefit Period, the Executive has not previously received or is not receiving equivalent benefits from a new employer, or is not otherwise receiving such benefits, the Company shall arrange to enable the Executive to convert his and his dependents’ coverage under such Plans to individual policies or programs upon the same terms as employees of the Company may apply for such conversions upon termination of employment. The severance benefits required to be provided by the Company to the Executive pursuant to this Paragraph (b) shall be in lieu of, and not in addition to, any severance benefits required to be provided to the Executive pursuant to Section 3.3(c)(ii) hereof. In no event shall the Company’s obligation to provi...
Severance Benefits. In the event that Executive incurs a termination of employment coincident with or followed by a Separation From Service, in either event within two (2) years following a "Change of Control" (as defined in Paragraph 6(a)(iii)) and such termination or Separation From Service is either (i) Without Cause (as defined below), or (ii) is a Constructive Termination (as defined below), Executive shall receive, in addition to all compensation due and payable to or accrued for the benefit of Executive:
(A) a lump sum payment equal to an amount set forth on Schedule A to this Agreement ("Severance Payment"). The Severance payment shall be made by wire transfer or immediately available funds to an account designated by Executive within seven (7) business days following the date of the Separation From Service, except as provided in Paragraph 6(e) with respect to payments to Specified Employees;
(B) a payment equal to the annual bonus to which Executive would have been entitled but for Executive's termination of employment in connection with the Separation From Service, for the year of Executive's termination; pro-rated for the portion of the year during which he was employed by the Company (“Pro-rated Bonus”). The Pro-rated Bonus shall be payable to Executive within seventy-five (75) days following Executive's Separation From Service, except as provided in Paragraph 6(e); and
(C) for a period of twelve months after such termination (the "Coverage Period"), medical, dental, prescription drug, life, accidental death and disability insurance coverage substantially similar to the coverage which Executive was receiving or entitled to receive immediately prior to the date of the termination of Executive's employment ("Insurance Benefits”), to the extent permitted by the terms of each particular existing benefit plan and, if not so permitted, the Company shall, except as provided in Paragraph 6(e), promptly reimburse Executive for Executive's payment of the COBRA premium required in order to continue coverage for Executive and his family under the Company's existing benefit plans. Notwithstanding the foregoing, Executive shall not be entitled to receive the Insurance Benefits (or a portion thereof) to the extent that Executive obtains other employment that provides equal or greater benefits during the Coverage Period. The Severance Payment, Pro-rated Bonus and Insurance Benefits are collectively referred to in this Agreement as the "Severance Benefit."
Severance Benefits. Employee shall be entitled to receive ------------------ severance benefits upon termination of employment only as set forth in this Section 5(b):
Severance Benefits. Provided Employee is in compliance with ------------------ Paragraph 4(b)(viii) hereof, Company will pay or provide the following severance benefits to Employee in lieu of any separation payments otherwise provided upon termination of employment under any other severance pay or similar plan or policy of Company:
(i) Twelve (12) consecutive monthly payments each equal to one-twelfth (1/12th) of Employee's annual basic compensation in effect immediately prior to Employee's termination;
(ii) Twelve (12) consecutive monthly payments each equal to one-twelfth (1/12th) of the higher of (A) Employee's discretionary bonus for the previous calendar year, or (B) the average of Employee's discretionary bonus for the previous three (3) calendar years (or such fewer calendar years as Employee has been employed), in each case prorated to the date of Employee's termination;
(iii) For the twelve (12) month period following the date of termination of Employee's employment, Company will maintain in full force and effect for the continued benefit of Employee each employee benefit plan in which Employee was a participant immediately prior to the date of Employee's termination, unless an essentially equivalent and no less favorable benefit is provided by a subsequent employer at no additional cost to Employee. If the terms of any employee benefit plan of Company do not permit continued participation by Employee, then Company will arrange to provide to Employee (at Company's cost) a benefit substantially similar to and no less favorable than the benefit Employee was entitled to receive under such plan at the end of the period of coverage. (This provision specifically is not applicable to Employee's car phone, parking and club dues, which benefits end upon Employee's date of termination of employment.)
(iv) For the twelve (12) month period following the date of termination of Employee's employment, Company will treat Employee for all purposes as an Employee under all of Company's retirement plans in which Employee was a participant on the date of termination of Employee's employment or under which Employee would become eligible during such twelve (12) month period (hereinafter referred to collectively as the "Plan"). Benefits due to Employee under the Plan shall be computed as if Employee had continued to be an Employee of Company for the twelve (12) month period following termination of employment. If under the terms of the Plan such continued coverage is not permitted, Company...