Severance Event Sample Clauses

Severance Event. A Severance Event occurs if the Company or an Affiliate terminates Employee's employment for any reason during Employee's Transitional Period, except for a termination due to a felony conviction or Employee's continued and willful failure to be present and perform Employee's duties or a termination resulting from the expiration, without renewal, of Employee's term of employment at the end of the initial term or any subsequent term. A Severance Event also occurs if Employee resigns or retires at a time which is during Employee's Transitional Period and within 90 days after the Company and its Affiliates have done any of the following:
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Severance Event. The term “Severance Event” means any cessation of your employment at the Company, whether as a result of a decision by you or a decision by the Company, except that a “Severance Event” does not occur if the cessation of your employment occurs as the result of (i) a decision by the Company to terminate your employment for Cause; (ii) a decision by you to leave employment with the Company in the presence of circumstances that would have supported a decision by the Company to terminate your employment for Cause; or (iii) an employment termination that entitles you to receive severance benefits under the Merck & Co., Inc. Change in Control Separation Benefits Plan as in effect from time to time.
Sample 1
Severance Event. Except where there has been a "Change of Control" --------------- (as defined in Section 11 hereof) if the Executive's active employment with RSC as Chairman and Chief Executive Officer or as Chairman or as an employee/consultant is "Terminated Without Cause" (as hereinafter defined) or if Executive resigns from his employment because RSC fails to perform any of the material terms of this Agreement after written notice from the Executive (any of which shall constitute a "Severance Event"), the Executive shall receive: (i) payment of an amount equal to the aggregate base salary he would have earned during the remaining Term of this Agreement had he remained in the position he held immediately prior to the Severance Event; (ii) the aggregate Annual Incentive Compensation Opportunity for which the Executive could have been eligible (without regard to the other terms and conditions of the Bonus Plan) under Section 4 herein during the remaining Term of this Agreement had he remained in the position he held immediately prior to the Severance Event, (iii) the immediate vesting and lapse of all restrictions on all of Executive's shares of restricted stock; and (iv) the immediate vesting of all Options previously granted pursuant to the Option Plan. These options will be exercisable for the shorter of (i) their remaining terms prior to stated expiration or (ii) five years from the Severance Event or (iii) the periods permitted/required under the applicable Option Plan and any applicable option agreements. The Executive shall receive the base salary portion of his severance compensation in a lump sum discounted to present value using the three-year treasury xxxx rate then in effect, and the portion attributable to his Annual Incentive Compensation shall be payable each year within fourteen (14) days after determination of whether the applicable goals were met.
Sample 1
Severance Event. Severance Event means a severance of the Participant's employment with the Employer within the meaning of Code section 457(d)(1)(A)(ii). In the case of a Participant who is an independent contractor of the Employer, a Severance Event shall be deemed to have occurred when the Participant's contract under which services are performed has completely expired and terminated, that the Employer does not foresee the possibility that it will renew the contract or enter into a new contract for the Participant's services, and it is not anticipated that the Participant will become an Employee of the Employer, or such other events as may be permitted under the Code and any Treasury Regulations promulgated thereunder.
Sample 1
Severance Event. A severance of the Participant’s employment with the Employer within the meaning of Section 457(d)(1)(A)(ii) of the Code. In general, a Participant shall be deemed to have experienced a Severance Event for purposes of this Plan when, in accordance with the established practices of the Employer, the employment relationship is considered to have actually terminated. If the Plan does not allow participation by independent contractors of the Employer, a Participant shall also be deemed to have experienced a Severance Event for purposes of the Plan when, in accordance with the established practices of the Employer, the Participant ceases to be an employee and becomes an independent contractor. If the Plan allows participation by independent contractors of the Employer, then in the case of a Participant who is an independent contractor of the Employer, a Severance Event shall be deemed to have occurred when the Participant’s contract under which services are performed has completely expired and terminated, there is no foreseeable possibility that the Employer will renew the contract or enter into a new contract for the Participant’s services, and it is not anticipated that the Participant will become an Employee of the Employer, or such other events as may be permitted under the Code.‌‌
Sample 1
Severance Event. Executive shall be entitled to receive Severance Benefits, as described herein, if during the term set forth in Section 3 upon the occurrence of (a "Severance Event"):
Sample 1
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Severance Event. If the Termination Date occurs by reason of Resignation with Good Reason or General Discharge as set forth in Sections 5.1.3 or 5.1.6 above, then:
Sample 1

Related to Severance Event

  • Change in Control Severance Benefits If there is a Change in Control, and within one (1) year of such Change in Control, the Executive’s employment is terminated under the circumstances described in Sections 4(a) through 4(f) above, the Executive shall be entitled to the following: (I) if such termination is a termination by the Company without Cause pursuant to Section 4(a) or the Executive resigns for Good Reason pursuant to Section 4(b), the Company shall pay the Executive the Accrued Obligations and the Pro Rata Bonus and, in addition, subject to the provisions of Section 19, (A) an amount equal to twenty-four (24) months of the Executive’s Base Salary at the rate in effect on the date of termination or resignation, payable in a lump sum within sixty (60) calendar days of the date of termination or resignation; and (B) provided the Executive timely elects continuation coverage under COBRA, the Company shall also pay, on the Executive’s behalf, the portion of monthly premiums for the Executive’s group health insurance, including coverage for the Executive’s dependents, that the Company paid immediately prior to the date of termination or resignation, during the eighteen (18) month period following the date of termination or resignation, subject to the Executive’s continued eligibility for COBRA coverage. The Company will pay for such COBRA coverage for eligible dependents only for those dependents who were enrolled immediately prior to the date of termination or resignation. The Executive will continue to be required to pay that portion of the premium for the Executive’s health coverage, including coverage for the Executive’s eligible dependents, that the Executive was required to pay as an active employee immediately prior to the date of termination or resignation. Notwithstanding the foregoing, in the event that under applicable guidance the reimbursement of COBRA premiums causes the Company’s group health plan to violate any applicable nondiscrimination rule, the parties agree to negotiate in good faith a mutually agreeable alternative arrangement; and (II) if such termination is a termination or resignation under the circumstances described in Sections 4(c), 4(d), 4(e) or 4(f), the Executive shall be entitled to the compensation and benefits for which the Executive is eligible under such sections.

  • Change in Control Termination For purposes of this Agreement, a “Change in Control Termination” means that while this Agreement is in effect:

  • Qualifying Termination If the Executive is subject to a Qualifying Termination, then, subject to Sections 4, 9, and 10 below, Executive will be entitled to the following benefits:

  • Change of Control Severance Benefits A Covered Termination of Executive’s employment on or within twelve (12) months following the effective date of a Change of Control entitles Executive to receive the benefits set forth in this Section 3.2.

  • Change in Control Period “Change in Control Period” means the period of time beginning three (3) months prior to and ending twelve (12) months following a Change in Control.

  • Change in Control Benefits Agreement shall mean any separate agreement between Participant and the Corporation which provides Participant with special vesting acceleration and/or other special benefits with respect to one or more awards of restricted stock units made to Participant for shares of Common Stock, including (to the extent applicable) the restricted stock units evidenced by this Agreement, in the event of a change in control or ownership of the Corporation (whether or not constituting a Change in Control hereunder).

  • Termination of Employment with Severance Benefits (a) The Executive shall be entitled to the severance benefits described in section 9(b) in the event that:

  • Termination of Employment Following a Change in Control Notwithstanding the provisions of Section 6.3 hereof to the contrary, if the Employee’s employment by the Company is terminated by the Company in accordance with the terms of Section 4 of the Termination Agreement and the Employee is entitled to benefits provided in Section 5 of the Termination Agreement, the Company shall pay to the Employee, in a lump sum in cash within 30 days after the Date of Termination, the aggregate of the Employee’s Base Salary (as in effect on the Date of Termination) through the Date of Termination, if not theretofore paid, and, in the case of compensation previously deferred by the Employee, all amounts of such compensation previously deferred shall be paid in accordance with the plan documents governing such deferral. Except with respect to the obligations set for forth in the Termination Agreement, notwithstanding any provisions herein to the contrary, all other obligations of the Company and rights of the Employee hereunder shall terminate effective as of the Date of Termination.

  • Qualifying Termination of Employment A “Qualifying Termination of Employment” shall mean a termination of Executive’s employment during the Protected Period either (a) by the Company other than for Cause or (b) by Executive for a Good Reason. The Executive’s death or Disability during the Protected Period shall not constitute a Qualifying Termination of Employment.

  • Involuntary Termination in Connection with a Change in Control Notwithstanding anything contained herein, in the event of an Involuntary Termination prior to a Change in Control, if the Involuntary Termination (1) was at the request of a third party who has taken steps reasonably calculated to effect such Change in Control or (2) otherwise arose in connection with or in anticipation of such Change in Control, then the Executive shall, in lieu of the payments described in Section 4 hereof, be entitled to the Post-Change in Control Severance Payment and the additional benefits described in this Section 5 as if such Involuntary Termination had occurred within two (2) years following the Change in Control. The amounts specified in Section 5 that are to be paid under this Section 5(h) shall be reduced by any amount previously paid under Section 4. The amounts to be paid under this Section 5(h) shall be paid within sixty (60) days after the Change in Control Date of such Change in Control.

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