Termination Payments Sample Clauses

Termination Payments. In the event of termination of the Employee’s employment during the Employment Period, all compensation and benefits set forth in this Agreement shall terminate except as specifically provided in this Section 5.

Termination Payments. In the event of a termination under Section 6.5(a), termination payment to the Operator or refund to AHS, if any, shall be promptly and mutually agreed to by AHS and the Operator, based on: (a) that portion of the Services satisfactorily performed to the date of the cancellation in accordance with the terms of this Agreement; and (b) reasonable and necessary expenses directly resulting from the termination, all as substantiated by documentation satisfactory to and verified by AHS. The Operator shall not be entitled to any loss of prospective profits, contribution to overhead or incidental, consequential or other damages because of such termination.

Termination Payments. In the event Executive’s employment is terminated under this Agreement prior to the expiration of the Term pursuant to Section 3.3.1(b), Section 3.3.2(a), or Section 3.3.3, the Company shall pay to the Executive as severance pay and liquidated damages a lump sum amount equal to the product of the (a) Average Monthly Compensation multiplied by (b) Twenty-Four (24), which amount shall be in lieu of any other severance benefits that the Executive might otherwise have been entitled to under any other plan, practice, arrangement or agreement of the Company. In addition, for a period of twenty-four months following the effective date of the termination (the “Severance Period”), the Company may continue to provide to the Executive, to the extent practicable, the benefits described in Section 4.3; provided, however, that in lieu of providing health benefits, the Company shall pay the Executive an amount equal to the difference between (x) the cost of COBRA health continuation coverage that would be charged by the Company to a former employee and eligible dependents for the greater of the Severance Period or the period during which the Executive and his eligible dependents are entitled to COBRA health continuation coverage from the Company and (y) the amount for which the Executive would have been responsible to pay under the health benefit plans in effect for the Executive immediately prior to his termination. To the extent the Company determines that the continuation of any other benefits by the Company is not practicable, the Company shall pay the Executive an amount equal to what would have been the Company’s cost of providing the coverage for such benefits during the Severance Period to the Executive and his eligible dependents as if the coverage had continued. Notwithstanding the above provisions of this Section 3.4, the Company may elect to retain the Executive on the payroll of the Company or an Affiliate (with existing benefits continuing through standard payroll deduction) for all or any part of the Severance Period in lieu of the payment of a lump sum; provided that such election by the Company shall not reduce the total amount due to Executive by the Company pursuant to this Section 3.4. Notwithstanding any other provision of this Agreement to the contrary, if the aggregate of the payments provided for in this Agreement and the other payments and benefits which the Executive has the right to receive from the Company (the “Total Payments”) would constitu...

Termination Payments. (i) Upon Termination of this Agreement on account of Developer’s Event of Default, the Authority shall be entitled to receive Termination Payment equal to 2 (two) times the Fee payable by the Developer as on the anniversary of entering into this Agreement immediately succeeding the Termination Date and appropriate the Performance Security. (ii) Upon Termination of this Agreement on account of the Authority Event of Default, the Authority shall pay to the Developer, Termination Payment equal to 100% of the Book Value and shall release the Performance Security, subsisting if any.

Termination Payments. In the event of termination of the Executive’s employment during the Post-Change in Control Period, all compensation and benefits set forth in this Agreement shall terminate except as specifically provided in this Section 6.

Termination Payments. In the event Employee's employment is terminated under this Agreement prior to the expiration of the Term pursuant Section 3.2.1(b), Section 3.2.2(a) or Section 3.2.3, the Employer shall pay to the Employee as severance pay and liquidated damages a lump sum amount equal to the product of (a) Average Monthly Compensation multiplied by (b) the number of months (including partial months) from the effective date of the termination through the then unexpired portion of the Term or, if greater, twelve. In addition, from the effective date of the termination through the then unexpired portion of the Term (or, if greater, for a period of twelve months following the effective date of the termination (the "Severance Period"), the Employer shall continue to provide the Employee the benefits described in Section 4.6 and Section 4.8 and shall pay an amount equal to what would be the Employee's cost of COBRA health continuation coverage for the Employee and eligible dependents for the greater of the Severance Period or the period during which the Employee and those eligible dependents are entitled to COBRA health continuation coverage from the Employer. Notwithstanding any other provision of this Agreement to the contrary, if the aggregate of the payments provided for in this Agreement and the other payments and benefits which the Employee has the right to receive from the Employer (the "Total Payments") would constitute a "parachute payment," as defined in Section 280G(b)(2) of the Internal Revenue Code, as amended (the "Code"), the Employee shall receive the Total Payments unless the (a) after-tax amount that would be retained by the Employee (after taking into account all federal, state and local income taxes payable by the Employee and the amount of any excise taxes payable by the Employee under Section 4999 of the Code that would be payable by the Employee (the "Excise Taxes")) if the Employee were to receive the Total Payments has a lesser aggregate value than (b) the after-tax amount that would be retained by the Employee (after taking into account all federal, state and local income taxes payable by the Employee) if the Employee were to receive the Total Payments reduced to the largest amount as would result in no portion of the Total Payments being subject to Excise Taxes (the "Reduced Payments"), in which case the Employee shall be entitled only to the Reduced Payments. If the Employee is to receive the Reduced Payments, the Employee shall be entitled to deter...

Termination Payments. The Executive shall be entitled to certain payments from the Company upon termination of his employment as follows:

Termination Payments. In the event Employee's employment is --------------------- terminated under this Agreement prior to the expiration of the Term pursuant Section 3.2.1(b), Section 3.2.2(a) or Section 3.2.3, the Employer shall pay to the Employee as severance pay and liquidated damages a lump sum amount equal to the product of (a) Average Monthly Compensation multiplied by (b) the number of months (including partial months) from the effective date of the termination through the then unexpired portion of the Term or, if greater, twelve. In addition, from the effective date of the termination through the then unexpired portion of the Term (or, if greater, for a period of twelve months following the effective date of the termination (the "Severance Period"), the Employer shall continue to provide the Employee the benefits described in Section 4.6 and Section 4.8 and shall pay an amount equal to what would be the Employee's cost of COBRA health continuation coverage for the Employee and eligible dependents for the greater of the Severance Period or the period during which the Employee and those eligible dependents are entitled to COBRA health continuation coverage from the Employer. Notwithstanding any other provision of this Agreement to the contrary, if the aggregate of the payments provided for in this Agreement and the other payments and benefits which the Employee has the right to receive from the Employer (the "Total Payments") would constitute a "parachute payment," as defined in Section 280G(b)(2) of the Internal Revenue Code, as amended (the "Code"), the Employee shall receive the Total Payments unless the (a) after-tax amount that would be retained by the Employee (after taking into account all federal, state and local income taxes payable by the Employee and the amount of any excise taxes payable by the Employee under Section 4999 of the Code that would be payable by the Employee (the "Excise Taxes")) if the Employee were to receive the Total Payments has a lesser aggregate value than (b) the after-tax amount that would be retained by the Employee (after taking into account all federal, state and local income taxes payable by the Employee) if the Employee were to receive the Total Payments reduced to the largest amount as would result in no portion of the Total Payments being subject to Excise Taxes (the "Reduced Payments"), in which case the Employee shall be entitled only to the Reduced Payments. If the Employee is to receive the Reduced Payments, the Employee shal...

Termination Payments. Except as otherwise provided herein, Executive’s Base Compensation and other benefits, if any, shall terminate on the Termination Date. • In the event of a termination of Executive’s employment with Employer pursuant to Sections 5(d) or 5(e), Employer shall be obligated, in lieu of any other remedies available to Executive, to provide Executive with the following: (i) continuation of Executive’s Base Compensation at the rate then in effect for a period of twelve (12) months (the “Termination Payment”), (ii) continuation of group health plan benefits for a period of twelve (12) months to the extent authorized by and consistent with 29 U.S.C. §1161 et seq., subject to payment of premiums by Executive at the active employee’s rate and (iii) payment of all earned but unpaid Base Compensation and earned but unpaid incentive compensation, unpaid expense reimbursements, accrued but unused vacation and any vested benefits Executive may have under any employee benefit plan, under this Agreement and under any bonus, incentive or other plan (the “Accrued Payments”). Employer’s obligation to make the Termination Payment shall be conditioned upon (i) the absence of a material breach by Executive of the Noncompetition Agreement and (ii) Executive’s execution, delivery and non-revocation of a valid and enforceable general release of claims in a form reasonably acceptable to Employer (the “Release”). Subject to Section 6(e), the Termination Payment shall be paid in installments on Employer’s regular payroll dates occurring during the twelve (12) month period immediately following the effectiveness of the Release. Subject to Section 6(e), the Accrued Payments shall be paid within thirty (30) days following the Termination Date. • In the event of a termination of Executive’s employment pursuant to Section 5(a), 5(b), 5(c) or 5(f), Employer shall pay to Executive, his estate or legal representative, as the case may be, the Accrued Payments. • Any termination of Executive’s employment shall not adversely affect or alter Executive’s rights under any employee benefit plan of Pro-Cell in which Executive, at the date of termination, has a vested interest, unless otherwise provided in such employee benefit plan or any agreement or other instrument attendant thereto. • If Executive is a “specified employee” for purposes of Section 409A of the Internal Revenue Code of 1986, as amended, any payments required to be made pursuant to this Section 6 which are subject to Section 409A shal...