Severance, Etc Sample Clauses

Severance, Etc. The Company will be responsible for the severance expenses (computed in accordance with Schedule 2.19) due any Employee terminated after the Closing Date. The Company or the Buyer will be responsible for any employee benefit plan-related costs or payments due such Employees under the Buyer's employee benefit plans. The Sellers will be responsible for severance expenses, other than those accrued on the Closing Date Balance Sheet, due (a) any Employee terminated at or prior to the Closing Date, (b) for the employer-paid extended Company Welfare Plan Coverage provided by FGC under Section 5.15, and (c) under the Sellers' Plans and Other Benefit Obligations.

Severance, Etc. The transactions contemplated by this Agreement will not, whether alone or upon the occurrence of any additional or subsequent event, result in any payment of severance or other compensation to, or any acceleration, vesting or increase in benefits under any Employee Plan for the benefit of, any employee.

Severance, Etc. With respect to salary and bonus amounts and equity awards due to you under Section 5.A of the Employment Agreement, the Company and you agree that (a) the amount payable to you pursuant to Section 5.A (i) of the Employment Agreement is $1,960,000.00; (b) the amount payable to you under Section 5.A (ii) of the Employment Agreement is $286,980.82; and (c) the equity award due to you under Section 5.A (iii) of the Employment Agreement is an option to purchase 329,863 shares of the Company’s common stock, $0.001 par value per share at the fair market value per share of such common stock on the date of grant (the “Severance Option Grant”). The total amount of $2,246,980.82 payable to you under Section 5.A(i) and (ii) of the Employment Agreement shall be paid to you in payments of (i) $490,000 in the January 14, 2011 payroll and (ii) 1,756,980.82 on the day that is six months and one day after your Separation Date (that is, to be paid on May 2, 2011). The Severance Option Grant to purchase 329,863 shares has been granted to you on October 28, 2010 under the Company’s 2005 Stock Incentive Plan and the exercise price with respect to such award is $4.28, which was the average of the opening and closing prices per share of the Company’s common stock as reported on Nasdaq on the date of grant. In addition, pursuant to Section 5.A(iv) of the Employment Agreement, and notwithstanding anything to the contrary contained in the Employment Agreement, any Stock Incentive Plan of the Company, any Stock Option Agreement, other Company plan or any other agreement between the Company and you, all unvested options held by you on the Separation Date (including the Severance Option Grant) (which will, together with options which were vested on the Separation Date, in the aggregate, allow you to acquire an aggregate of 2,336,113 shares of the Company’s common stock (the “Options”)) became vested and all Options became immediately exercisable, in each case, immediately prior to your cessation of employment on the Separation Date, and the period of time during which the Options may be exercised shall be (and hereby is) amended to be the 24 month period after the Separation Date (or to the end of the applicable Option’s term, whichever is earlier); provided that to the extent any Option was not exercisable on the Separation Date without regard to this vesting, it cannot be exercised until the Non-Revocation Date. In accordance with Section 5.A (vi) of the Employment Agreement you hav...

Severance, Etc. Except as set forth in Part 4.15(g) of the Disclosure Schedule: (i) the employment of each current Acquired Company Employee is subject to termination upon not more than three months’ prior written notice under the termination notice provisions included in the applicable Acquired Company Employment Agreement with such Acquired Company Employee identified or required to be identified in Part 4.15(d) of the Disclosure Schedule or under applicable Legal Requirements; (ii) all obligations of the Acquired Companies to provide severance pay to all current Acquired Company Employees are fully funded and are accrued on the Company Financial Statements to the extent required under applicable law; and (iii) no current Acquired Company Employee's employment by any Acquired Company requires any special license, permit or other Governmental Authorization.

Severance, Etc. Except for benefits, if any, due under the Severance Plan, the transactions contemplated by this Agreement shall not, whether alone or upon the occurrence of any additional or subsequent event, result in any payment of severance or other compensation to, or acceleration, vesting or increase in benefits under any Employee Plan for the benefit of any current or former director, officer or employee of the Company.

Severance, Etc. Except as set forth on Section 4.16(g) of the Disclosure Schedule, the Company is not a party to any oral or written (i) agreement with any equityholders, director, executive officer or other key employee of the Company (A) the benefits of which are contingent, or the terms of which are materially altered, upon the occurrence of a transaction involving the Company of the nature of any of the transactions contemplated by this Agreement, (B) providing any term of employment or compensation guarantee or (C) providing severance benefits or other benefits after the termination of employment of such director, executive officer or key employee; or (ii) agreement or plan binding the Company, including any equity option plan, equity appreciation right plan, restricted equity plan, equity purchase plan or severance benefit plan, any of the benefits of which shall be increased, or the vesting or time of payment of the benefits of which shall be accelerated, by the occurrence of any of the transactions contemplated by this Agreement or the value of any of the benefits of which shall be calculated on the basis of any of the transactions contemplated by this Agreement. No amounts payable under any Company Employee Plan will fail to be deductible for federal income Tax purposes by virtue of Section 280G of the Code.

Severance, Etc. The Buyer covenants and agrees that it shall be solely and exclusively responsible for any and all termination, severance and other amounts payable, whether imposed by law or contract, resulting from, or related to, the termination of employment of any of the Company's employees at or after the Closing.

Severance, Etc. (i) The employment of each current Company Service Provider is subject to termination upon not more than 30 days prior written notice under the termination notice provisions included in the applicable Company Service Provider Agreement with such Company Service Provider identified or required to be identified in Part ‎2.15(d) of the Disclosure Schedule or under applicable Legal Requirements without the payment of severance; and (ii) no current Company Service Provider’s employment by any Acquired Company requires any special license, permit or other Governmental Authorization.

Severance, Etc. Except as set forth on Schedule 3.13(e), the transactions contemplated by this Agreement shall not, whether alone or upon the occurrence of any additional or subsequent event, result in any payment of severance or other compensation to, or any acceleration, vesting or increase in benefits under any Employee Plan for the benefit of, any employee. None of the Assumed Liabilities is an obligation to make a payment that will not be deductible under Section 280G of the Code or that will be subject to Taxes under Section 4999 of the Code.