Severance Benefits Clause Samples
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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. Prior to a Change in Control, if the Company terminates the Executive’s employment for any reason other than Long-Term Disability or Cause, or if the Executive resigns for Good Reason, subject to Section 6(h), the Executive shall be entitled to:
(i) Severance payments in an aggregate amount equal to the sum of: (A) one and one-half (1.5) times Executive’s then-current Base Salary (disregarding any reduction in salary made in contemplation of such termination of employment); (B) one and one-half (1.5) times the Company’s profit-sharing, 401(k) match and other Company contributions made on behalf of the Executive to the Company’s tax-qualified and nonqualified defined contribution plans during the twelve (12) month period prior to the date of termination; and (C) such amount, if any, as may be determined by the Chief Executive Officer in his sole discretion based on the Executive’s Target Annual Bonus under the BPP (“Total Severance Payment”). If the Total Severance Payment becomes due to the Executive under this Agreement, subject to Section 7 including Section 7(h), such payment shall be made in equal installments, in accordance with the Company’s regular payroll practices and procedures, as if it were to be paid over the eighteen (18) month period following the date of Executive’s separation from service; provided, however, that all unpaid portions of the Total Severance Payment shall be distributed to the Executive in a lump sum on the payroll date immediately preceding March 15 of the calendar year following the calendar year in which the date of termination occurs.
(ii) If such termination occurs prior to the payment of the Executive’s Annual Bonus payable with respect to the immediately preceding calendar year, payment of such Annual Bonus for such period, in the amount, and at such time, as he would otherwise have been entitled under the terms of the BPP had his employment not terminated.
(iii) All outstanding stock options, stock appreciation rights, restricted stock units, restricted shares and other equity-based awards (the “Equity Incentives”) held by the Executive shall be governed by the terms and conditions of the equity compensation plans and award agreements pursuant to which they were granted.
(iv) The Executive shall be entitled to Company-provided continuation of medical, dental, vision and prescription coverage, but not Long-Term Disability coverage (the “Benefits”) (on either an insured or a self-insured basis, in the sole discretion of...
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. 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. 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. 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 ...
Severance Benefits. Subject to the terms and conditions herein, upon the Executive’s Qualifying Termination, the Executive shall receive the following benefits (the benefits provided in Section 2.1(a) and Section 2.1(b) being collectively referred to as the “Severance Benefits”):
(a) A cash payment equal to the sum of (A) 2.0 times the Executive’s Annual Base Salary, and (B) 2.0 times the Executive’s Target Bonus. In the event that the Executive terminates employment due to a Qualifying Termination and a Change in Control has occurred, such payment shall be made within 60 days following the Termination Date. In the event that the Executive terminates employment due to a Qualifying Termination and a Change in Control has not occurred, the following shall apply: That portion of the Severance Benefits payable to the Executive pursuant to this Section 2.1(a) that exceeds the “separation pay limit,” if any, shall be paid to the Executive in a lump sum payment within 60 days following the Termination Date (or such earlier date, if any, as may be required under applicable wage payment laws). The “separation pay limit” shall mean two times the lesser of: (i) the sum of the Executive’s annualized compensation based upon the annual rate of pay for services provided to the Company for the calendar year immediately preceding the calendar year in which the Executive’s Termination Date occurs (adjusted for any increase during that calendar year that was expected to continue indefinitely if the Executive had not terminated employment); and (ii) the maximum dollar amount of compensation that may be taken into account under a tax-qualified retirement plan under Code Section 401(a)(17) for the year in which his or her Termination Date occurs. The lump sum payment to be made to the Executive pursuant to this Section 2.1(a) is a separate payment intended to be exempt from Code Section 409A under the exemption found in Regulation Section 1.409A-(b)(4) for short-term deferrals. The remaining portion of the Severance Benefits payable to the Executive pursuant to this Section 2.1(a) shall be paid in periodic installments (each installment to be treated as a separate payment) over the 24-month period commencing on the Termination Date (as defined herein) in accordance with the normal payroll practices of the Company. Notwithstanding the foregoing, in no event shall such remaining portion of the Severance Benefit be paid to the Executive later than December 31 of the second calendar year following the...
Severance Benefits. Employee shall be entitled to receive ------------------ severance benefits upon termination of employment only as set forth in this Section 5(b):