Severance Protection. If a Transaction occurs before December 31, 2005, and if, before the second anniversary of the Closing Date, the Company or any successor entity (the “Employer”) terminates Executive’s employment without Cause or such employment is terminated by the Executive following the Closing Date for “Good Reason” (as defined below), then, within ten days following such termination of employment, the Executive will be entitled to receive from the Employer (a) a single sum cash payment equal to the sum of (1) Executive’s annual incentive target for the year in which such termination occurs (or, if higher, for the year in which the Transaction occurs), pro-rated to reflect the portion of the year that has elapsed as of the date of Executive’s termination of employment, and (2) an amount equal to one times Executive’s annual salary plus annual incentive target (based on the higher of Executive’s present or then current annual incentive target and salary), and (b) continuing participation in the Employer’s group health plan on the same basis as active employees for a period of at least one year following the termination of Executive’s employment or, if earlier, until the Executive becomes eligible for comparable coverage under another employer’s plan (or an additional cash payment equal to the Employer’s cost of such continuing coverage if such continuing coverage is not permitted under the provisions of the applicable plan). The Executive’s right to receive severance payments and benefits under this numbered paragraph 2 shall not affect the Executive’s right to receive a retention bonus under numbered paragraph 1, and vice versa.
Severance Protection. Subject to Section 6 below, you will be entitled to the following severance benefits under this Section 5 if the Company terminates your employment without Cause or you resign for Good Reason at any time:
Severance Protection. Subject to your compliance with all the terms of this Agreement (including, without limitation, the provisions of Sections 3, 4, 7 and 8 hereof), if a Qualifying Termination (as defined below) of your employment occurs, then you will be entitled to receive the payments and benefits as set forth on Exhibit A attached hereto (such payments and benefits collectively referred to as the “Severance Benefit”). Payment of the Severance Benefit is in lieu of any other severance or separation pay payable to you whether under any employment agreement, offer letter or severance program, plan or policy, applicable law (including law of the Republic of Korea) or other statute, or otherwise. Except as set forth in the preceding sentence, nothing in this Agreement shall prevent or limit your vested benefits in any benefit, bonus, incentive or other plans, programs, policies or practices provided by the Company. For the avoidance of doubt, nothing in this Agreement shall limit or otherwise affect the rights you may have under any statutory pension under Korean law that has accrued to your account as of the effective date of your separation from the Company.
Severance Protection. From and after the Closing Date, Transferred U.S. Employees shall be entitled to the benefit of such severance plan or policy, if any, as Purchaser or its Affiliates may have in effect from time to time; provided that service with Chemtura, Purchaser, and their respective Affiliates shall be taken into account in computing the amount of such benefit; provided, further, that if Purchaser or any of its Affiliates terminates the employment of any Transferred U.S. Employee on or before the first anniversary of the Closing Date (including as a result of refusal of any Transferred U.S. Employee to accept a work relocation that is greater than fifty miles from his work location as of the Closing Date), Purchaser or its Affiliate shall provide a severance benefit consisting of salary continuation and continued insurance coverage that shall be no less than the severance benefit the Transferred U.S. Employee would have received under the terms of an Employee Transferor’s severance plan(s), as applicable, in effect on the Closing Date, calculated as though the Transferred U.S. Employee worked continuously (by combining such Transferred U.S. Employee’s service for Chemtura and its Affiliates on the one hand, and Purchaser and its Affiliates on the other hand) until his termination date with Purchaser or its Affiliate.
Severance Protection. (a) If a Transaction occurs and if, before the second anniversary of the date on which the Transaction is consummated, the Company or any successor entity (the “Employer”) terminates Employee’s employment without “Cause” or such employment is terminated by the Employee for “Good Reason” (as both such terms are defined below), then, within ten days following such termination of employment (a “Severance Termination”), the Employee will be entitled to receive from the Employer an amount equal to 12 months (the “Severance Period”) of the Employee’s then current salary in equal biweekly installments during the 24 month period subsequent to such termination, payable in accordance with the Employer’s normal payroll practices.
Severance Protection. If Purchaser or any of its Affiliates terminates the employment of any Transferred US Employee on or before the first anniversary of the Closing Date (including, but not limited to, the termination of any Transferred US Employee because he refuses to accept a work relocation that is greater than fifty (50) miles from his work location as of the Closing Date), Purchaser or its Affiliate shall provide a severance benefit consisting of notice pay, salary continuation and continued insurance coverage that shall be no less than the severance benefit the Transferred US Employee would have received under the terms of a Seller’s, or a Transferred Entity’s severance plan(s), as applicable, in effect on the Closing Date, calculated as though the Transferred US Employee worked continuously (by combining such Transferred US Employee’s service for Sellers and the Transferred Entities and their Affiliates on the one hand, and Purchaser and its Affiliates on the other hand) until his termination date with Purchaser or its Affiliate. Following the twelve month period after the Closing Date, Transferred US Employees shall be entitled to the benefit of such severance plan, policy or practice generally applicable to similarly situated employees of the Purchaser or its Affiliates in effect as of a Transferred Employees date of employment termination; provided that service with Sellers, the Transferred Entities, Purchaser, and their respective Affiliates shall be taken into account in computing the amount of such benefit.
Severance Protection. You shall be entitled to the following severance benefits under this Section 4 if Voyager Learning Company terminates your employment without Cause or you resign for Good Reason:
Severance Protection. Subject to Compensation Committee approval, you will be eligible for severance as follows:
Severance Protection. Subject to your compliance with all the terms of this Agreement (including, without limitation, the provisions of Sections 3, 4, 7 and 8 hereof), if a Qualifying Termination (as defined below) of your employment occurs, then you will be entitled to receive the payments and benefits as set forth on Exhibit A attached hereto (such payments and benefits collectively referred to as the “Severance Benefit”). Payment of the Severance Benefit is in lieu of any other severance or separation pay payable to you whether under any employment agreement, oral promise, offer letter or severance program, plan or policy, applicable law (including law of the Republic of Korea) or other statute, or otherwise (including, without limitation, any oral promise to retain you as a consultant for any period following your termination of employment and provide payments or benefits in connection therewith). Except as set forth in the preceding sentence, nothing in this Agreement shall prevent or limit your vested benefits in any benefit, bonus, incentive or other plans, programs, policies or practices provided by the Company. For the avoidance of doubt, nothing in this Agreement shall limit or otherwise affect the rights you may have under any statutory pension under Korean law that has accrued to your account as of the effective date of your separation from the Company.
Severance Protection. (a) If a Transaction occurs and if, before the second anniversary of the date on which the Transaction is consummated, the Company or any successor entity (the “Employer”) terminates Employee’s employment without “Cause” or such employment is terminated by the Employee for “Good Reason” (as both such terms are defined below), then, within ten days following such termination of employment (a “Severance Termination”), the Employee will be entitled to receive from the Employer an amount equal to the difference between: (a) 12 months (the “Severance Period”) of the Employee’s then current salary, and (b) any severance Employee has become entitled to receive as a result of such Transaction or the termination of the Employee’s employment pursuant to that certain letter agreement, dated December 28, 2005, by and between the Company and Employee (the “Letter Agreement”), in equal biweekly installments during the 24 month period subsequent to such termination, payable in accordance with the Employer’s normal payroll practices. If after 24 months of such transaction the Employee is terminated without cause or due to a change of control, the Employee will be entitled to 6 months of salary in accordance with the Letter Agreement.
