Severance Compensation Clause Samples
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Severance Compensation. If the Employee's employment is terminated ---------------------- during a Protected Period, the following severance provisions will apply:
(a) If the Employee's employment is terminated by the Company other than for Cause or is terminated by the Employee for Good Reason, then, through the one year period commencing on the date of the Employee's termination of employment (the "Payment Term") the Company shall:
(i) continue to pay the Employee's annual base salary in the then prevailing amount and at the times specified in Subsection 3(a) hereof, or if such annual base salary has decreased during the one year period ending on the Employee's termination of employment, at the highest rate in effect during such one year period; -------------------------------------------------------------------------------- Page 7 --------------------------------------------------------------------------------
(ii) continue the Employee's participation in the Bonus Plan as provided in Subsection 3(b) hereof provided that the Company will:
(A) pay the Employee a bonus under the Bonus Plan for the partial year period ending on the date of the Employee's termination of employment calculated as if the Employee had continued to be employed for the entire year except that the Employee's bonus percentage (calculated at the time and in the manner customary as of the date of this Agreement, but disregarding the termination of employment of the Employee) shall be applied to the Employee's annual base salary payable in accordance with Subsection 3(a) hereof for the partial year period ending on the Employee's termination of employment; and
(B) thereafter, during the remainder of the Payment Term, a bonus equal to the Employee's Target Annual Bonus Percentage, multiplied by the Employee's annual base salary in the amount specified in Subsection 5(a)(i) payable during the year (or portion thereof) for which the bonus is being calculated; with such amounts being payable when bonuses under the Bonus Plan are customarily payable, except that the final bonus shall be payable with the final payment of the annual base salary under Subsection 5(a)(i) hereof;
(iii) pay for executive outplacement services for the Employee from a nationally recognized executive outplacement firm at a level consistent with the employee's position, provided that such outplacement services will be provided for a six (6) month period commencing on the date of termination of employment regardless of the Payment Term; and...
Severance Compensation. (a) If, following the occurrence of a Change of Control, the Executive is Terminated by the Company during the Severance Period other than in the circumstances set forth in Section 2 (a) (i), 2 (a) (ii), or 2 (a) (iii), or if the Executive Terminates for Good Reason:
(i) The Company will pay to the Executive in a lump sum in cash within five (5) business days after the later of the date on which the Company receives the determination of the Accounting Firm required in Section 4 hereof or the Date of Termination the aggregate of the amount (the "Severance Payment") equal to one times the sum of (A) the Executive's Base Pay at the highest rate in effect at any time within the 90-day period preceding the date the Notice of Termination was given or, if higher, at the highest rate in effect at any time within the 90-day period preceding the date of the first occurrence of a Change of Control, and (B) an amount equal to the greatest amount of Incentive Pay received by the Executive during any calendar year or portion thereof from and including the third calendar year prior to the first occurrence of a Change of Control; and
(ii) For the period of one year from the Date of Termination, the Executive shall be eligible for participation in and shall receive all benefits under such benefit plans, practices, policies and programs of the Company that provide medical, prescription dental, or life insurance coverage, with the costs of such participation to be paid by the Company to the same extent as prior to the Executive's Termination. In the event that such continued participation is not allowed under the terms and provisions of such plans or programs, then in lieu thereof, the Company shall acquire individual insurance policies providing comparable coverage for the Executive; provided that if any such individual coverage is unavailable, the Company shall pay to the Executive an amount equal to the contributions that would have been made by the Company for such coverage on the Executive's behalf if the Executive had remained in the employ of the Company for the period referred to in the preceding sentence.
Severance Compensation. (a) If, following the occurrence of a Change of Control, the Executive is Terminated by the Company during the Severance Period other than in the circumstances set forth in Section 2(a)(i), 2(a)(ii), or 2(a)(iii), or if the Executive Terminates for Good Reason:
(i) The Company will pay to the Executive in a lump sum in cash within five business days after the later of the date on which the Company receives the determination of the Accounting Firm required in Section 4 hereof or the Date of Termination an amount (the "Severance Payment") equal to the sum of (A) 2.5 times the sum of Base Pay and Commission Pay at the highest rates in effect at any time within the 90-day period preceding the date the Notice of Termination was given or, if higher, at the highest rates in effect at any time within the 90-day period preceding the date of the first occurrence of a Change of Control, plus (B) an amount equal to 2.5 times the greatest amount of Incentive Pay received by the Executive during any year from and including the third year prior to the first occurrence of a Change of Control, plus (C) an amount equal to 2.5 times the matching contribution that would be made by the Company to the Scan-Optics, Inc. Retirement Savings Plan on the Executive's behalf if the Executive deferred under such Plan four percent (adjusted for any applicable limitation under the Internal Revenue Code of 1986, as amended) of the sum of Base Pay, Commission Pay and Incentive Pay (at the rates used in (A) and (B) above) or such higher percentage as may then be eligible for Company matching contributions, plus (D) an amount equal to the value (determined as of the Date of Termination and assuming exercisability as of such date) of all options granted to the Executive to acquire Company common stock that will not become exercisable as a result of Executive's Termination; and
(ii) For two years following the Date of Termination, the Executive shall be eligible for participation in and shall receive all benefits under such benefit plans, practices, policies and programs of the Company that provide medical, prescription, dental, disability, accident or life insurance coverage, with the costs of such participation to be paid by the Company to the same extent as prior to the Executive's Termination. In the event that such continued participation is not allowed under the terms and provisions of such plans or programs, then in lieu thereof, the Company shall acquire individual insurance policies p...
Severance Compensation. In the event (i) Employee terminates this Agreement for Good Reason in accordance with Paragraph 11.3 hereof; (ii) Employee is terminated for any reason (except death or disability) upon, or within six months following, a "Change in Management or Control (as such term is defined in Paragraph 11.5 hereof);" or (iii) Employee is terminated without Cause, the Company shall be obligated to pay severance compensation to Employee in an amount equal to his salary compensation (at the rate payable at the time of such termination) for a period of six (6) months from the date of termination. Notwithstanding the foregoing, if Employee is employed by a new employer, or as a consultant after the termination of this Agreement, the severance compensation payable to Employee hereunder shall be reduced by the amount of compensation that Employee actually receives from the new employer, or as a consultant. However, Employee shall have a duty to inform the Company that he has obtained such new employment, and the failure to do so is a material breach of this Agreement. In such event, the Company shall be entitled to (i) cease all payments to Employee under this Paragraph 11.4; and (ii) recover any unauthorized payments to Employee in an action for breach of contract. Notwithstanding anything else in this Agreement to the contrary, solely in the event of a termination upon or following a Change in Management or Control, the amount of severance compensation paid to Employee hereunder shall not include any amount that the Company is prohibited from deducting for federal income tax purposes by virtue of Section 280G of the Internal Revenue Code of 1986, as amended, or any successor provision. In addition to the foregoing severance compensation, the Company shall pay Employee (i) all compensation for services rendered hereunder and not previously paid; (ii) accrued vacation pay; and (iii) any appropriate business expenses incurred by Employee in connection with his duties hereunder and approved pursuant to Section 4 hereof, all through the date of termination. Employee shall not be entitled to any bonus compensation, whether vested or unvested; or any other compensation, benefits or reimbursement of any kind.
Severance Compensation.
(a) In the event of any termination of Executive’s employment for any reason, the Company shall pay Executive (or Executive’s estate) such portion of Executive’s base salary as have accrued prior to such termination and have not yet been paid, together with (i) amounts for accrued unused vacation days (as provided above), (ii) any amounts for expense reimbursement which have been properly incurred or the Company has become obligated to pay prior to termination and have not been paid as of the date of such termination and (iii) the amount of any Bonus previously approved by the Board for payment to Executive but not yet paid, which amount shall not include any pro rata portion of any Bonus which would have been earned if such termination had not occurred (the “Accrued Obligations”). Such Accrued Obligations shall be paid as soon as possible after termination, and in any event in accordance with applicable law.
(b) In the event that Executive’s employment hereunder is terminated (i) by Executive for Good Reason or (ii) by the Company without Cause, the Company shall pay to Executive the Accrued Obligations and shall make the severance payments and provide the benefits described below; provided that receipt of any such severance payments and benefits (other than the Accrued Obligations) shall be dependent upon Executive’s execution and, to the extent applicable, non-revocation of a separation and general release of claims agreement in a form to be provided by the Company to Executive in connection with Executive’s termination (which will include, at a minimum, a release of all releasable claims against the Company, non-disparagement and cooperation obligations, a reaffirmation of Executive’s continuing obligations under any existing restrictive covenant agreements, and an agreement not to compete with the Company for twelve (12) months following Executive’s separation from employment on terms that are comparable and no more restrictive than the non-competition obligation in the Restrictive Covenants Agreement (as defined below) (the “Release”)). The Release must be signed and any applicable revocation period with respect thereto must have expired by the sixtieth (60th) day following Executive’s termination of employment, or such earlier date as determined by the Company. The severance payments and benefits shall be paid or commence, as applicable, on the first payroll period following the date of the Executive’s termination and an effective Release (the “...
Severance Compensation. (a) If at any time during the Severance Period following the occurrence of a Change in Control the Company terminates the Executive's employment other than pursuant to Section 10(a) or the Executive terminates his employment pursuant to Section 10(b),
(i) the Company shall, no later than five business days after the Termination Date, pay to the Executive a lump sum payment in an amount equal to one times the sum of (A) Base Pay (at the highest rate in effect for any period prior to the Termination Date), plus (B) Incentive Pay (determined in accordance with the standards set forth in Section 1(i));
(ii) the Company shall, for a period of twelve months following the Termination Date (the "Continuation Period"), arrange to provide the Executive with Employee Benefits that are welfare benefits (but not stock option, stock purchase, stock appreciation or similar compensatory benefits) substantially similar to those that the Executive was receiving or entitled to receive immediately prior to the Termination Date (or, if greater, immediately prior to the reduction, termination or denial described in Section 10(b)(ii)), except that the level of any such Employee Benefits to be provided to the Executive may be reduced in the event of a corresponding reduction generally applicable to all recipients of or participants in such Employee Benefits, which Continuation Period will be considered service with the Company for the purpose of determining service credits and benefits due and payable to the Executive under the Company's retirement income, supplemental executive retirement and other benefit plans of the Company applicable to the Executive, his dependents or his beneficiaries immediately prior to the Termination Date;
(iii) the Company shall provide the Executive with outplacement services by a firm selected by the Executive, at the expense of the Company in an amount up to 20% of the Executive's Base Pay; and
(iv) notwithstanding anything to the contrary in the Executive's stock option agreement(s) or certificate(s) or in the stock option plan(s) under which Executive's stock options were granted, (A) (i) all of Executive's stock options that are outstanding as of the date hereof and are not then exercisable shall become immediately exercisable and shall terminate on the date one year from the Termination Date, and not earlier, and (2) all stock options that may be granted to Executive after the date hereof and are not then exercisable shall terminate on the Term...
Severance Compensation. The "Severance Compensation" shall be a lump sum cash amount equal to 200% of the sum of (A) the annual base salary of the Executive in effect immediately prior to the Change in Control or the Termination Date, whichever is larger, plus (B) the average of the bonus or incentive compensation of the Executive, received from the Company for the two fiscal years preceding the year in which the Change in Control occurred or for the two fiscal years preceding the year in which the Termination Date occurs, whichever is larger.
Severance Compensation. (a) If, following the occurrence of a Change in Control, the Company or Subsidiary terminates the Executive's employment during the Severance Period other than pursuant to Section 3(a)(i), 3(a)(ii) or 3(a)(iii), or if the Executive terminates his employment pursuant to Section 3(b), the Company will pay to the Executive the amounts described in Annex A within ten business days after the Termination Date and will continue to provide to the Executive the benefits described on Annex A for the periods described therein, provided the Executive executes a release in the form attached hereto as Annex C.
(b) Without limiting the rights of the Executive at law or in equity, if the Company fails to make any payment or provide any benefit required to be made or provided hereunder on a timely basis, the Company will pay interest on the amount or value thereof at an annualized rate of interest equal to the so- called composite "prime rate" as quoted from time to time during the relevant period in the Eastern Edition of The Wall Street Journal. Such interest will be payable as it accrues on demand. Any change in such prime rate will be effective on and as of the date of such change.
(c) Following a termination of the Executive's employment described in Section 4(a), the Company will pay in cash to the Executive a lump sum amount equal to the sum of (i) any unpaid incentive compensation that has been allocated or awarded to the Executive for any performance period ending prior to the Termination Date, payment of which is contingent on the continuing performance of services by the Executive plus (ii) the value of any annual bonus or long-term incentive pay (including, without limitation, incentive-based annual cash bonuses and performance units, but not including any equity-based compensation or compensation provided under a qualified plan) earned for the performance period that includes the Termination Date, disregarding any applicable vesting requirements; provided that amount described in clause (ii) of this Section 4(c) will be calculated at the plan target or payout rate, but prorated to base payment only on the portion of the Executive's service that had elapsed during the applicable performance period. Such payment will take into account service rendered through the payment date and will be made at the earlier of (x) the date prescribed for payment pursuant to the applicable plan, program or agreement, and (y) within ten business days after the Termination Date.
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Severance Compensation. In the event of termination of Employee's employment with the Company under the terms of this Agreement which provide for payment by the Company to Employee of severance compensation, the amount of such severance compensation shall in no event be greater than the amount which would be deductible by the Company under Section 280G of the Internal Revenue Code of 1986, as amended (the "Code"), after taking into consideration all payments to Employee covered by Code Section 280G which Employee receives or is deemed to receive (i) under this Agreement; (ii) under the Company's 1993 Stock Option and Incentive Plan, as amended, by reason of the acceleration of the right to exercise any options (including any related stock appreciation rights) granted thereunder or the acceleration of the vesting of any restricted stock awards granted thereunder; or (iii) under any new plan or arrangement implemented by the Company after the date of this Agreement which would otherwise be considered a "parachute payment" under Section 280G. In the event such payments exceed the amount which would be deductible by the Company under Code Section 280G, the timing of such payments shall be extended or otherwise modified such that such payments shall be deductible by the Company under Code Section 280G and in a manner which, to the extent possible, provides Employee the full benefit of such payments as originally agreed to.
Severance Compensation. In the event of a termination or Constructive Termination within two (2) years of a Change of Control during the term of employment hereunder, the Employee shall be entitled to the following rights and the Employer shall pay to the Employee the following amounts after the date (the "Termination Date") that the Employee's employment is terminated:
(a) The Employer shall pay the Employee in cash a lump sum payment (the "Lump Sum Payment") in an amount equal to (i) 2.99 multiplied by (ii) an amount equal to one full year's aggregate salary under Section 3. In addition, the Employer shall pay an amount (the "Excise Tax Reimbursement Payment") necessary to reimburse the Employee for any federal excise tax imposed on him under Section 4999(a) of the Internal Revenue Code of 1986, as amended (the "Code"), or any successor Section of the Code as a result of the Employee's receipt of the Lump Sum Payment; however, such Excise Tax Reimbursement Payment shall not reimburse the Employee for (i) any other federal or state income tax payable as a result of the receipt of the Lump Sum Payment or the Excise Tax Reimbursement Payment or (ii) any federal excise tax imposed as a result of the Employee's receipt of the Excise Tax Reimbursement Payment. Such Lump Sum Payment and Excise Tax Reimbursement Payment shall be payable within ten (10) business days from the Termination Date; and
(b) The Employer shall provide the Employee and the Employee's family with medical, dental and disability insurance benefits in the same or substantially similar amounts as were in effect before the Change of Control (or in such amounts as have been agreed to in writing by the Employee after the Change of Control) for a period of twelve (12) months following the Termination Date or until the Employee becomes reemployed in a position in which his salary and benefits are substantially similar to those in effect on the Termination Date, whichever is earliest. In the event the Employee becomes re-employed during the twelve-month period following the Termination Date, the Employer's obligations to maintain medical, dental and disability insurance under this Subsection 18.2(c) shall cease and terminate upon such reemployment. The payments provided pursuant to Section 18.2(a) shall be in lieu of and in complete substitution for all compensation which would have been due and owing to Employee for the remainder of the then current employment term and any severance pay pursuant to Section 11.2 hereof. A...