Severance Benefits Clause Samples
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Severance Benefits. If, within a period of thirty-six full calendar months after a Change in Control of the Company, you are discharged without Cause or resign for Good Reason, the following shall be applicable:
(a) The Company shall pay to you within ten business days following the Date of Termination a lump sum severance benefit, payable in cash, the amounts determined as provided below:
(1) Your full base salary through the Date of Termination at the rate in effect at the time Notice of Termination, is given.
(2) In lieu of further salary payments to you for periods subsequent to the Date of Termination, an amount equal to 2.99 multiplied by the sum of your annual base salary at the rate in effect as of the Date of Termination (or, if higher, at the rate in effect as of the time of the Change in Control) plus the average annual short-term incentive amount awarded to you under the FirstEnergy System Executive Incentive Compensation Plan ("EICP") for the three years immediately preceding the year during which the Date of Termination occurs whether or not fully paid.
(b) For purposes of the EICP, you shall be considered to have retired and will be paid the pro rata portion of any incentive award earned, if any, and any long-term deferred incentive awards earned, if any, per the terms of the plan.
(c) For purposes of FirstEnergy stock options issued pursuant to the FirstEnergy Executive and Director Incentive Compensation Plan, all outstanding options will follow the terms of the option agreement(s).
(d) For purposes of determining the amount of benefits you may continue after the Date of Termination under the Company's group health and life insurance plans, you shall be considered as having retired at your current age or age 55, whichever is greater, and your current years of service calculated as if you are age 55, whichever is greater.
(e) For purposes of the FirstEnergy System Executive Deferred Compensation Plan ("Deferred Compensation Plan"), you shall be considered to have retired at age 60, entitling you to the full amount of your Retirement and Stock Account, if any, payable in accordance with the terms of the Deferred Compensation Plan.
(f) For purposes of calculating your benefit under the FirstEnergy System Supplemental Executive Retirement Plan ("SERP"), you shall be considered as having retired from the Company at your current age or age 55, whichever is greater, and your current years of service or 15 years of service, whichever is greater. Your benefit under th...
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. 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. 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. If, subsequent to a Change in Control, this Employment Agreement is terminated by the Corporation without Cause (and not for Disability), or by the Executive, for any reason, then the Executive shall be entitled to the following Severance Benefits in lieu of any other rights or alleged damages Subject to the terms and conditions contained herein:
(a) The Corporation shall pay the Executive his full base salary through the date of termination at the rate in effect at the time notice of termination is given (or at the date of termination, if higher) and any bonus for a past calendar year that has not been awarded or paid to the executive under any Incentive Plan;
(b) the Corporation shall pay the Executive an amount equal to the annual incentive award earned by the Executive under any Incentive Plans in the calendar year ending as of the December 31st immediately preceding the date of termination, pro rated to the Date of Termination.
(c) In lieu of any further salary payments to the Executive for periods subsequent to the Date of Termination, the Corporation shall pay as severance to the Executive a lump sum amount equal to the Executive Base Salary as of the date of the Change in Control (or at the date of termination, if higher) for a period of one (1) year; in addition, all Forty Thousand (40,000) NSQO from year one of the Employment Agreement and Twenty Thousand (20,000) NQSO from year two (2) will vest immediately.
(d) Except as otherwise provided herein, any Severance Benefits payable under this paragraph shall be paid in full in a lump sum not more than sixty (60) days following the date of termination. If the Corporation shall default in the payment of any such sum when due, the interest shall accrue on the balance of the payments due hereunder at the rate of fifteen (15%) percent per annum and the Corporation shall reimburse Executive for all costs and expenses incurred by him, including legal fees, in enforcing his rights under this Section 4(d).
(i) If this Agreement is terminated on a date that is not at the end of a calendar year and if the Executive is entitled to incentive compensation, the Corporation will not be obligated to pay the incentive compensation which may be due until thirty (30) days after the computation by the Corporation of the amount which may be due.
(ii) The Executive shall not be required to mitigate the amount of any payment contemplated herein (whether by seeking new employment or in any other manner), nor shall any 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. 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. Upon a Change in Control Termination, and subject to the limitations and conditions set forth in this Agreement, Executive shall be eligible to receive the benefits set forth in this Article 3.
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. In the event that: (a) the Employer separates the Executive's service other than as a result of Disability and other than for Cause, or the Executive separates his or her service for Good Reason; and (b) the Executive's separation from service occurs in anticipation of or within one year after a Change in Control, then the Employer shall pay the Executive the severance benefits described in this Section 2. The Executive's separation from service shall be deemed to be in anticipation of a Change in Control if it occurs within the twelve (12) month period prior to the occurrence of the Change in Control. Notwithstanding the foregoing, if the payment of the severance benefits would result in an excess parachute payment as defined under Code Section 280G, then the amount of the severance benefits to be paid to the Executive shall be reduced to an amount equal to the maximum dollar amount that can be paid to the executive without causing the payment of an excess parachute payment. The severance benefits described in this Section 2 shall equal the following:
(a) The Executive shall receive a severance payment equal to 1.0 times the Executive’s Base Compensation, determined as of the Date of Termination.
(i) Subject to the provisions of Section 2(a)(ii), the Executive’s severance payment shall be paid in lump sum on the first day of the month following the Executive’s Date of Termination, less any applicable tax withholdings.
(ii) Notwithstanding the provisions of Section 2(a)(i), if the Executive is a Key Employee on the Executive’s Date of Termination and any portion of the severance payment is greater than the Exemption Amount and not eligible for any other exemption from Section 409A of the Code , then such portion of the severance payment shall be paid in a lump sum on the first day of the seventh month following the Executive’s Date of Termination.
(b) The Executive and his or her dependents shall continue to be eligible to receive the same medical, health, dental, vision, and life insurance benefits which the Executive is eligible to receive on the Date of Termination. The Executive shall be required to make the same premium contributions that he or she was required to make immediately prior to the Date of Termination. The ability of the Executive and his or her dependents to receive such benefits shall continue until the twelve month anniversary of the Executive’s Date of Termination.
(c) In the event of a Change in Control, all stock options granted but ...