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:
Sample 1Sample 2Sample 3See All (6)
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
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
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
AutoNDA by SimpleDocs
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

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 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.

  • 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.

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

  • Severance and Change in Control Benefits The Committee has designated you a participant in the Company’s Executive Change in Control and Severance Plan (the “Policy”), attached as Exhibit A to this Agreement. As a participant in the Policy, you will be eligible to receive severance payments and benefits upon certain qualifying terminations of your Employment as set forth in Exhibit B to this Agreement (the “Participation Terms”), subject to the terms and conditions of the Policy. By signing this Agreement, you agree that this Agreement, the Policy, and the Participation Terms constitute the entire agreement between you and the Company regarding the subject matter of this paragraph and supersede in their entirety all prior representations, understandings, undertakings or agreements (whether oral or written and whether expressed or implied), and specifically supersede any severance and/or change of control provisions of any offer letter, employment agreement, or equity award agreement entered into between you and the Company. For the avoidance of doubt, all other terms of any equity awards granted to you by the Company will remain in effect.

  • 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).

Time is Money Join Law Insider Premium to draft better contracts faster.