Window Period Severance Sample Clauses

Window Period Severance. If, during the period commencing on the Transition Date and ending on December 31, 2012 (the “Window Period”), (i) the Executive resigns for any reason or (ii) the Executive’s employment is terminated by the Company other than for Cause or Disability, in addition to the Accrued Amounts and in lieu of any payments and benefits to which the Executive may have otherwise become entitled pursuant to Section 3.2(a)(1) of this Agreement, the Executive shall be entitled to (A) the accelerated vesting of any unvested shares of restricted common stock of the Company held by the Executive at such time, including, but not limited to any restricted stock awards made in December 2011 (the “Accelerated Vesting”), (B) a Pro-Rata Bonus and (C) solely if such termination is pursuant to clause (ii) of this Section 3.2(a)(2), the continuation of Executive’s Base Salary at the rate in effect immediately prior to the date of termination until December 31, 2012 (the “Base Salary Continuation”). If, during the Window Period, (I) the Executive’s employment is terminated by the Company other than for Cause or Disability, or the Executive resigns for Good Reason, in either case within the one (1) year period following a Change in Control, or (II) the Executive’s termination or resignation is a Change in Control Related Termination, then, in addition to the payments described above, the Executive shall be entitled to a payment in an amount equal to $9,167 for each month during the twelve (12) month period following such termination (pro-rated for any partial months) (the “Target Bonus Continuation”). The Executive’s entitlement to each of the payments and benefits set forth in this Section 3.2(a)(2) shall be conditioned upon: (x) the Executive’s continued compliance with Executive’s obligations under Section 4 of this Employment Agreement and (y) the Executive’s execution, delivery and non-revocation of a valid and enforceable Release in a form reasonably acceptable to the Company and the Executive that becomes effective not later than forty-five (45) days after the date of such termination or resignation of employment. Subject to Section 3.2(e) hereof, (i) if applicable, the Base Salary Continuation and the Target Bonus Continuation shall commence to be paid to the Executive on the forty-fifth (45th) day following the Executive’s termination of employment, provided, that, the first such payment shall include payment in respect of all periods subsequent to the Executive’s termination...
Sample 1
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Related to Window Period Severance

  • Termination of Employment and Severance Benefits The Executive’s employment hereunder shall terminate under the following circumstances:

  • Termination and Severance Executive shall be entitled to receive benefits upon termination of employment only as set forth in this Section 4:

  • Termination Severance Either party may terminate the employment relationship as evidenced by this Agreement at any time and for any reason upon ninety days written notice to the other.

  • Bonus Severance A single, lump sum payment equal to 100% of the Executive’s target annual bonus as in effect for the fiscal year in which the Qualifying CIC Termination occurs, less applicable withholdings.

  • Termination of Employment Severance Your immediate supervisor or the Company's Board of Directors may terminate your employment, with or without cause, at any time by giving you written notice of your termination, such termination of employment to be effective on the date specified in the notice. You also may terminate your employment with the Company at any time. The effective date of termination (the "Effective Date") shall be the last day of your employment with the Company, as specified in a notice by you, or if you are terminated by the Company, the date that is specified by the Company in its notice to you. The following subsections set forth your rights to severance in the event of the termination of your employment in certain circumstances by either the Company or you. Section 5 also sets forth certain restrictions on your activities if your employment with the Company is terminated, whether by the Company or you. That section shall survive any termination of this Agreement or your employment with the Company.

  • 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:

  • Change in Control Severance If, following the occurrence of a Change in Control, the Company or an Affiliate terminates the Executive's employment during the Post-Change Period other than as described in clause (i), (ii) or (iii) of Section 8(a), or if the Executive terminates his employment pursuant to Section 8(b), the Executive shall not be entitled to the severance compensation described in Section 7, and the Company will (i) pay or cause to be paid to the Executive the amounts described in Sections 8(c)(1), 8(c)(2), 8(c)(3), 8(c)(6) and 8(c)(7) within five business days after the Termination Date; (ii) pay or cause to be paid to the Executive the amount described in Section 8(c)(4), such amount to be payable no earlier than the date on which such Incentive Pay, if any, would have been paid under the applicable plan or policy of the Company absent such termination of employment; and (iii) provide the Executive the benefits described in Section 8(c)(5) for the period described therein.

  • Termination of Consulting Period Notwithstanding any other provision hereof, the Consulting Period and Consultant’s services as a consultant hereunder shall terminate, and, except as otherwise specifically provided herein, this Agreement shall terminate:

  • COBRA Severance As an additional Severance Benefit, the Company will continue to pay the cost of your health care coverage in effect at the time of your Separation from Service for a maximum of twelve (12) months, either under the Company’s regular health plan (if permitted), or by paying your COBRA premiums (the “COBRA Severance”). The Company’s obligation to pay the COBRA Severance on your behalf will cease if you obtain health care coverage from another source (e.g., a new employer or spouse’s benefit plan), unless otherwise prohibited by applicable law. You must notify the Company within two (2) weeks if you obtain coverage from a new source. This payment of COBRA Severance by the Company would not expand or extend the maximum period of COBRA coverage to which you would otherwise be entitled under applicable law. Notwithstanding the above, if the Company determines in its sole discretion that it cannot provide the foregoing COBRA Severance without potentially violating applicable law (including, without limitation, Section 2716 of the Public Health Service Act), the Company shall in lieu thereof provide to you a taxable monthly payment in an amount equal to the monthly COBRA premium that you would be required to pay to continue your group health coverage in effect on the date of your termination (which amount shall be based on the premium for the first month of COBRA coverage), which payments shall be made on the last day of each month regardless of whether you elect COBRA continuation coverage and shall end on the earlier of (x) the date upon which you obtain other coverage or (y) the last day of the twelfth (12th) calendar month following your Separation from Service date.

  • Cash Severance The Company shall make a single lump sum severance payment to Executive in an amount equal to Executive’s Base Annual Salary in effect as of the Termination Date plus an amount equal to Executive’s Annual Bonus target in effect as of the Termination Date, less required tax withholdings and deductions (the “Change in Control Payment”). The Change in Control Payment will be paid within sixty (60) days after the Termination Date, but in no event later than March 15 of the year following the year of termination.

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