Certain Benefits and Obligations Upon Termination Contract Clauses (9)
Grouped Into 1 Collection of Similar Clauses From Business Contracts
This page contains Certain Benefits and Obligations Upon Termination clauses in business contracts and legal agreements. We have organized these clauses into groups of similarly worded clauses.
Certain Benefits and Obligations Upon Termination. A) In the event that Employee's employment terminates (i) because of death or disability, (ii) because CSL has terminated Employee other than "for cause" (as described above), including due to a Fundamental Change as described below, or (iii) because Employee has voluntarily resigned for "good reason," as described above, then, i) CSL shall pay Employee in accordance with its Corporate Policies and Procedures Manual his base salary for the balance of the term of this Agreement, but not less than... one (1) year from the date of notice of termination (base salary and annual bonus paid during the term of this Agreement in the past twelve (12) months for two (2) years if termination is due to a Fundamental Change), and Employee shall retain all his Company stock awards that are vested; provided, however, the benefits described in this Paragraph 7(A)(i) shall terminate at such time as Employee materially breaches the provisions of Paragraphs 7(D), 8, or 10 hereof. A "Fundamental Change" shall be defined as a merger, consolidation or any sale of all or substantially all of the assets of the Company that requires the consent or vote of the holders of common stock where the Company is not the survivor or in control. ii) All accrued but unpaid or unused vacation, sick pay and expense reimbursement shall be calculated in accordance with CSL's Corporate Policies and Procedures Manual. 3 of 7 B) In the event that Employee's employment terminates for any other cause other than those set forth in Paragraph 7(A), which can include but not be limited to voluntary resignation without good reason, termination by CSL "for cause," expiration of the term of the Agreement, etc., then, i) CSL shall pay Employee his base salary and earned bonus, up to and through the date of termination; ii) All accrued but unpaid or unused vacation, sick pay and expense reimbursement shall be calculated in accordance with CSL's Corporate Policies and Procedures Manual. C) In the event that Employee's employment terminates by reason of his death, all benefits provided in this Paragraph 7 shall be paid to Employee's estate or as his executor or personal representative shall direct, but payment may be deferred until Employee's executor or personal representative has been appointed and qualified pursuant to the law in effect in Employee's jurisdiction of residence at the time of his death; D) Following the termination for any reason of Employee's employment, Employee shall not for himself or any third party, directly or indirectly (i) divert or attempt to divert from the Company or its affiliated companies any business of any kind in which it is or has been engaged, including, without limitation, the solicitation of, interference with, or entering into any contract with any of its past or then existing customers, and (ii) employ, solicit for employment, or recommend for employment any person employed by the Company or its affiliated companies during the period of such person's employment and for a period of two (2) years thereafter.View More
Certain Benefits and Obligations Upon Termination. A) In the event that Employee's employment terminates (i) because of death or disability, (ii) because CSL has terminated Employee other than "for cause" (as described above), including due to a Fundamental Change as (as described below, below), or (iii) because Employee has voluntarily resigned for "good reason," as reason" (as described above, above), but specifically excluding the expiration of the Term of this Agreement, then, i) CSL shall pay Employee in accordance with its Corporate Polici...es and Procedures Manual normal payroll policies his base salary for the balance of the term Term of this Agreement, Agreement in approximately equal installments no less frequently than semi-monthly, but not less than one (1) year from the date of notice of termination (base salary and annual bonus paid during the term Term of this Agreement in the past twelve (12) months for two (2) years if termination is due to a Fundamental Change), and Employee shall retain all his Company stock awards that are vested; provided, however, the benefits described in this Paragraph 7(A)(i) are conditioned upon Employee's (or in the event of Employee's death or disability, his estate or personal representative's) execution and delivery (without subsequent revocation) to CSL of a release of all claims against CSL and its affiliates in a form similar to that attached to this Agreement as Exhibit A within the time frame required by CSL and, further, these benefits shall terminate at such time as Employee materially breaches the provisions of Paragraphs 7(D), 8, 9 or 10 hereof. A "Fundamental Change" shall be defined as a merger, consolidation or any sale of all or substantially all of the assets of the Company that requires the consent or vote of the holders of common stock where the Company is not the survivor or in control. control; ii) All accrued but unpaid or unused vacation, sick pay and expense reimbursement shall be calculated in accordance with CSL's Corporate Policies and Procedures Manual. 3 of 7 employment manual applicable to all employees; B) In the event that Employee's employment terminates for any other cause reason other than those set forth in Paragraph 7(A), which can include but not be limited to voluntary resignation without good reason, "good reason," termination by CSL "for cause," or expiration of the term Term of the this Agreement, etc., then, i) CSL shall pay Employee his base salary and earned bonus, up to and through the date of termination; ii) All accrued but unpaid or unused vacation, sick pay and expense reimbursement shall be calculated in accordance with CSL's Corporate Policies and Procedures Manual. employment manual applicable to all employees. C) In the event that Employee's employment terminates by reason of his death, all benefits provided in this Paragraph 7 shall be paid to Employee's estate or as his executor or personal representative shall direct, but payment may be deferred until Employee's executor or personal representative has been appointed and qualified pursuant to the law in effect in Employee's jurisdiction of residence at the time of his death; D) Following For two (2) years following the termination for any reason of Employee's employment, Employee shall not for himself or any third party, directly or indirectly (i) divert or attempt to divert from the Company or its affiliated companies any business of any kind in which it is or has been engaged, including, without limitation, the solicitation of, interference with, or entering into any contract with any of its past or then existing customers, and (ii) employ, solicit for employment, or recommend for employment any person employed by the Company or its affiliated companies during the period of such person's employment and for a period of two (2) years six (6) months thereafter. View More
