Grouped Into 17 Collections of Similar Clauses From Business Contracts
This page contains Effect of Termination clauses in business contracts and legal agreements. We have organized these clauses into groups of similarly worded clauses.
Effect of Termination. The provisions of this Section 6 shall apply to any termination, whether pursuant to Section 5 or otherwise. (a)Payment by the Company of any Base Salary, bonus obligations and contributions to the cost of the Executive's continued participation in the Company's insurance plans, in each case, under the applicable termination provision of Section 5, shall constitute the entire obligation of the Company to the Executive hereunder. The Executive shall promptly give the Company notice of all facts n...ecessary for the Company to determine the amount and duration of its obligations in connection with any termination pursuant to Section 5 hereof. (b)Except for any right of the Executive to continue participation in the Company's insurance plans in accordance with Section 5 hereof and applicable law, benefits shall terminate pursuant to the terms of the applicable benefit plans based on the date of termination of the Executive's employment without regard to any continuation of Base Salary or other payment to the Executive following such date of termination. (c)Provisions of this Agreement shall survive any termination if so provided herein or if necessary or desirable to accomplish the purposes of other surviving provisions, including without limitation the obligations of the Executive under Sections 7, 8 and 9 hereof. The obligation of the Company to make payments to or on behalf of the Executive under Sections 5(b), 5(c), 5(e) or 5(f) hereof is expressly conditioned upon the Executive's continued full performance of obligations under Sections 7, 8 and 9 hereof. The Executive recognizes that, except as expressly provided in Section 5, no compensation is earned after termination of employment.View More
Effect of Termination. The provisions of this Section 6 shall apply to any termination, termination of the Executive's employment under this Agreement, whether pursuant to Section 5 or otherwise. (a)Payment (a) Provision by the Company of any Base Salary, bonus obligations Final Compensation and contributions to Severance Benefits, if any, that are due the cost of the Executive's continued participation in the Company's insurance plans, Executive in each case, case under the applicable termination provision of Section...5, 5 shall constitute the entire obligation of the Company to the Executive hereunder. The Executive shall promptly give the Company notice of all facts necessary for the Company with respect to determine the amount severance or termination pay and duration of its obligations in connection with any termination pursuant to Section 5 hereof. (b)Except post-employment employee benefits. (b) Except for any right of the Executive to continue group health plan participation in the Company's insurance plans in accordance with Section 5 hereof and applicable law, benefits the Executive's participation in all employee benefit plans shall terminate pursuant to the terms of the applicable benefit plans plan documents based on the date of termination of the Executive's employment without regard to any continuation of Base Salary for notice waived pursuant to Section 5(f) hereof or to any Severance Benefits or other payment made to or on behalf of the Executive following such date of termination. (c)Provisions (c) Provisions of this Agreement shall survive any termination of the Executive's employment if so provided herein or if necessary or desirable fully to accomplish the purposes of other surviving provisions, including without limitation the obligations of the Executive under Sections 7, 8 and 9. hereof. The obligation of the Company to make payments provide Severance Benefits hereunder, and Executive's right to or on behalf of the Executive under Sections 5(b), 5(c), 5(e) or 5(f) hereof retain such payments, is expressly conditioned upon on the Executive's continued full performance of obligations under compliance in all material respects with Sections 7, 8 and 9. hereof. The Executive recognizes that, except as expressly provided in Sections 5(d), 5(e), 7 and 5(g) or with respect to Base Salary paid for notice waived pursuant to Section 5, 5(f), no cash compensation is or benefits will be earned after termination of employment. View More
Effect of Termination. The provisions of this Section 6 shall apply to any in the event of termination, whether such termination is due to the expiration of the term hereof, is pursuant to Section 5 5, or otherwise. (a)Payment 6.1. Payment in Full. Payment by the Company of any Base Salary, bonus obligations and contributions to Discretionary Bonus or other specified amounts which are due the cost of the Executive's continued participation in the Company's insurance plans, in each case, Executive under the applicable ...termination provision of Section 5, 5 shall constitute the entire obligation hereunder of the Company and its Affiliates to the Executive. Any obligation of the Company to provide the Executive Disability Payments, or Discretionary Bonus payments under this Agreement is expressly conditioned, however, upon the Executive signing a release of claims provided by the Company (the "Employee Release") within twenty-one days of the date on which he gives or receives, as applicable, notice of termination of employment and upon the Executive not revoking the Employee Release thereafter. The obligations of the Company to the Executive hereunder. under Sections 5.2 or 5.4 hereof are also expressly conditioned upon the Executive's continued full performance of his obligations under Sections 7 and 8 hereof. The Executive agrees that if he violates any term of Sections 7 and/or 8 at any time, he shall promptly give have no entitlement to Disability Payments under Sections 5.2of this Agreement. The Executive recognizes that, except as expressly provided in Section 5, no compensation is earned after termination of employment. 6.2. Termination of Benefits. Except for medical insurance coverage continued pursuant to Sections 5.2 hereof, the Company notice continuation of all facts necessary for the Company to determine the amount and duration of its obligations in connection with any termination benefits pursuant to Section 5 hereof. (b)Except for 5.4 hereof and any right of continuation of health coverage at the Executive Executive's cost to continue participation in the Company's insurance plans in accordance with Section 5 hereof and applicable law, extent provided by Sections 601 through 608 of ERISA, benefits shall terminate pursuant to the terms of the applicable benefit plans based on the date of termination of the Executive's employment without regard to any continuation of Base Salary or other payment payments to the Executive following such date termination of termination. (c)Provisions his employment. 4 6.3. Survival of Certain Provisions. Provisions of this Agreement shall survive any termination if so provided herein or if necessary or desirable to accomplish the purposes purpose of other surviving provisions, including without limitation the obligations of the Executive under Sections 7, 7 and 8 and 9 hereof. The obligation of the Company to make payments to or on behalf of the Executive under Sections 5(b), 5(c), 5(e) or 5(f) hereof is expressly conditioned upon the Executive's continued full performance of obligations under Sections 7, 8 and 9 hereof. The Executive recognizes that, except as expressly provided in Section 5, no compensation is earned after termination of employment.View More
Effect of Termination. The provisions of this Section 6 shall apply to any termination of the Executive's employment hereunder: (a) The Company shall pay to the Executive: (i) any Base Salary earned but not paid during the final payroll period of the Executive's employment through the date of termination; (ii) pay for any paid time off earned but not used through the date of termination; (iii) any bonus compensation awarded for the year preceding that in which termination occurs, but unpaid on the date of termination;... and (iv) any business expenses incurred by the Executive but un-reimbursed on the date of termination, whether pursuant provided that such expenses and required substantiation and documentation are submitted within 60 days of termination and that such expenses are reimbursable under Company policy (all of the foregoing, "Final Compensation"). The Company shall have no further obligation to the Executive hereunder except as set forth in Section 5 5(d) or otherwise. (a)Payment Section 5(e). Any Base Salary or pay for earned but unused paid time off shall be payable at the time provided by applicable law. Any bonus due for the preceding year shall be payable at the time provided for at the time such bonus is awarded. Any business expenses shall be payable not later than 90 days following the date of termination. (b) Payment by the Company of Final Compensation and any Base Salary, bonus obligations Salary and contributions to the cost of the Executive's continued participation in the Company's insurance plans, group health and dental plans that may be due the Executive in each case, case under the applicable termination provision of Section 5, 5 shall constitute the entire obligation of the Company to the Executive hereunder. The Executive shall promptly give the Company notice of all facts necessary for the Company to determine the amount and duration of its obligations in connection with any termination pursuant to Section 5 5(d) or Section 5(e) hereof. (b)Except (c) Except for any right of the Executive to continue medical and dental plan participation in the Company's insurance plans in accordance with Section 5 hereof and applicable law, benefits shall terminate pursuant to the terms of the applicable benefit plans based on the date of termination of the Executive's employment without regard to any continuation of Base Salary or other payment to the Executive following such date of termination. (c)Provisions 5 (d) Provisions of this Agreement shall survive any termination if so provided herein or if necessary or desirable to accomplish the purposes of other surviving provisions, including without limitation the obligations of the Executive under Sections 7, 8 and 9 hereof. The obligation of the Company to make payments to or on behalf of the Executive under Sections 5(b), 5(c), Section 5(d) or Section 5(e) or 5(f) hereof is expressly conditioned upon the Executive's continued full performance of obligations under Sections 7, 8 and 9 hereof. The Executive recognizes that, except as expressly provided in Section 5, 5(d) or Section 5(e), no compensation is earned after termination of employment. View More
Effect of Termination. The provisions of Sections 7, 9-14 and 22 and those provisions necessary to interpret and enforce them, shall survive any termination of this Agreement and any termination of the employment relationship between Employee and the Company.
Effect of Termination. The provisions of Sections 7, 9-14 9, 13 and 22 21 and those provisions necessary to interpret and enforce them, shall survive any termination of this Agreement and any termination of the employment relationship between Employee and the Company.
Effect of Termination. The provisions of Sections 7, 9-14 9-15 and 22 23 and those provisions necessary to interpret and enforce them, shall survive any termination of this Agreement and any termination of the employment relationship between Employee and the Company.
Effect of Termination. The provisions of Sections 7, 6(b), 9-14 and 22 and those provisions necessary to interpret and enforce them, shall survive any termination of this Agreement and any termination of the employment relationship between Employee and the Company.
Effect of Termination. In the event the Executive's employment is terminated pursuant to Section 6.A, 6.B or 6.C above, the Executive shall only be entitled to receive that portion of his Base Salary which has been earned up to the date of such termination, in addition to Other Benefits through the date of such termination and the reimbursement of any expenses as provided in Section 4. In the event the Executive's employment is terminated for reasons other than those provided in Section 6.A, 6.B. or 6.C., the Executiv...e shall be entitled to the amounts set forth in Section 9 below.View More
Effect of Termination. In the event the Executive's employment is terminated pursuant to Section 6.A, 6.B or 6.C above, the Executive shall only be entitled to receive that portion of his Base Salary and Target Bonus which has been earned but remains unpaid up to the date of such termination, in addition to Other Benefits through the date of such termination and the reimbursement of any expenses as provided in Section 4. In the event the Executive's employment is terminated by the Employer for reasons other than those... provided in Section 6.A, 6.B. or 6.C., the Executive shall be entitled to the amounts set forth in Section 9 below. below subject to the terms and conditions contained therein. View More
Effect of Termination. In the event the Executive's employment is terminated pursuant to Section 6.A, 6.B 6.B, 6.C or 6.C 6.D above, the Executive shall only be entitled to receive that portion of his Base Salary which has been earned up to the date of such termination, in addition to Other Benefits through the date of such termination and the reimbursement of any expenses as provided in Section 4. In the event the Executive's employment is terminated by the employer for reasons a reason other than those provided in S...ection 6.A, 6.B. 6.B., 6.C. or 6.C., 6.D, the Executive shall be entitled to the amounts set forth in Section 9 below. View More
Effect of Termination. (a) Upon termination of the Executive's employment pursuant to Section 5(a)(i) or (ii), in addition to the accrued but unpaid compensation and vacation pay through the date of death or Total Disability and any other benefits accrued to him under any Benefit Plans outstanding at such time and the reimbursement of documented, unreimbursed expenses incurred prior to such date, the Executive or his estate or beneficiaries, as applicable, shall be entitled to the following severance benefits: (i) con...tinued provision for a period of twelve (12) months following the Executive's death or Total Disability of benefits under Benefit Plans extended from time to time by the Corporation to its senior executives; and (ii) payment on a pro-rated basis of any bonus or other payments earned in connection with any bonus plan to which the Executive was a participant as of the date of death or Total Disability 3 (b) Upon termination of the Executive's employment pursuant to Section 5(a)(iii), where the Corporation has offered to renew the term of the Executive's employment for an additional one (1) year period and the Executive chooses not to continue in the employ of the Corporation, the Executive shall be entitled to receive only the accrued but unpaid compensation and vacation pay through the date of termination and any other benefits accrued to him under any Benefit Plans outstanding at such time and the reimbursement of documented, unreimbursed expenses incurred prior to such date. In the event the Corporation tenders a Non-Renewal Notice to the Executive, then the Executive shall be entitled to the same severance benefits as if the Executive's employment were terminated pursuant to Section 5(a)(v); provided, however, if such Non-Renewal Notice was triggered due to the Corporation's statement that the Executive's employment was terminated due to Section 5(a)(vi) (for "Cause"), then payment of severance benefits will be contingent upon a determination as to whether termination was properly for "Cause." (c) Upon termination of the Executive's employment pursuant to Section 5(a)(v) or other than pursuant to Section 5(a)(i), 5(a)(ii), 5(a)(iii), 5(a)(iv), or 5(a)(vi) (i.e., without "Cause"), in addition to the accrued but unpaid compensation and vacation pay through the end of the Term or any then applicable extension of the Term and any other benefits accrued to him under any Benefit Plans outstanding at such time and the reimbursement of documented, unreimbursed expenses incurred prior to such date, the Executive shall be entitled to the following severance benefits: (i) a cash payment, based on the current scale of Executive's Base Salary, equal to six months of Base Salary, to be paid in a single lump sum payment not later than sixty (60) days following such termination, less withholding of all applicable taxes; (ii) continued provision for a period of twelve (12) months after the date of termination of the benefits under Benefit Plans extended from time to time by the Corporation to its senior executives; and (iii) payment on a pro-rated basis of any bonus or other payments earned in connection with any bonus plan to which the Executive was a participant as of the date of the Executive's termination of employment. In addition, any options or restricted stock shall be immediately vested upon termination of Executive's employment pursuant to Section 5(a)(v) or by the Corporation without "Cause". (d) Upon termination of the Executive's employment pursuant to Section 5(a)(iv) or (vi), in addition to the reimbursement of documented, unreimbursed expenses incurred prior to such date, the Executive shall be entitled to the following severance benefits: (i) accrued and unpaid Base Salary and vacation pay through the date of termination, less withholding of applicable taxes and any other benefits accrued to him under any Benefit Plans outstanding at such time; and (ii) continued provision, for a period of one (1) month after the date of the Executive's termination of employment, of benefits under Benefit Plans extended to the Executive at the time of termination. Executive shall have any conversion rights available under the Corporation's Benefit Plans and as otherwise provided by law, including the Comprehensive Omnibus Budget Reconciliation Act. (e) Any payments required to be made hereunder by the Corporation to the Executive shall continue to the Executive's beneficiaries in the event of his death until paid in full.View More
Effect of Termination. (a) Upon termination of the Executive's Employee's employment pursuant to Section 5(a)(i) or (ii), in addition to the accrued but unpaid compensation and vacation pay through the date of death or Total Disability and any other benefits accrued to him under any Benefit Plans outstanding at such time and the reimbursement of documented, unreimbursed expenses incurred prior to such date, the Executive Employee or his estate or beneficiaries, as applicable, shall be entitled to the following severan...ce benefits: (i) continued provision for a period of twelve (12) months following the Executive's Employee's death or Total Disability of benefits under Benefit Plans extended from time to time by the Corporation to its senior executives; Employees; and (ii) payment on a pro-rated basis of any bonus or other payments earned in connection with any bonus plan to which the Executive Employee was a participant as of the date of death or Total Disability 3 earned prior to the date of termination. (b) Upon termination of the Executive's Employee's employment pursuant to Section 5(a)(iii), where the Corporation has offered to renew the term of the Executive's Employee's employment for an additional one (1) year period and the Executive Employee chooses not to continue in the employ of the Corporation, the Executive Employee shall be entitled to receive only the accrued but unpaid compensation and vacation pay through the date of termination and any other benefits accrued to him under any Benefit Plans outstanding at such time and the reimbursement of documented, unreimbursed expenses incurred prior to such date. In the event the Corporation tenders a Non-Renewal Notice to the Executive, Employee, then the Executive Employee shall be entitled to the same severance benefits as if the Executive's Employee's employment were terminated pursuant to Section 5(a)(v); provided, however, if such Non-Renewal Notice was triggered due to the Corporation's statement that the Executive's Employee's employment was terminated due to Section 5(a)(vi) (for "Cause"), then payment of severance benefits will be contingent upon a determination as to whether termination was properly for "Cause." (c) Upon termination of the Executive's Employee's employment pursuant to Section 5(a)(v) or other than pursuant to Section 5(a)(i), 5(a)(ii), 5(a)(iii), 5(a)(iv), or 5(a)(vi) (i.e., without "Cause"), in addition to the accrued but unpaid compensation and vacation pay through the end of the Term or any then applicable extension of the Term and any other benefits accrued to him under any Benefit Plans outstanding at such time and the reimbursement of documented, unreimbursed expenses incurred prior to such date, the Executive Employee shall be entitled to the following severance benefits: (i) a cash payment, based on the current scale of Executive's Employee's Base Salary, equal to six months of Base Salary, to be paid in a single lump sum payment not later than sixty (60) days following such termination, less withholding of all applicable taxes; (ii) continued provision for a period of twelve (12) months after the date of termination of the benefits under Benefit Plans extended from time to time by the Corporation to its senior executives; Employees; and (iii) payment on a pro-rated basis of any bonus or other payments earned in connection with any bonus plan to which the Executive Employee was a participant as of the date of the Executive's Employee's termination of employment. In addition, any options or restricted stock shall be immediately vested upon termination of Executive's Employee's employment pursuant to Section 5(a)(v) or by the Corporation without "Cause". (d) Upon termination of the Executive's Employee's employment pursuant to Section 5(a)(iv) or (vi), in addition to the reimbursement of documented, unreimbursed expenses incurred prior to such date, the Executive Employee shall be entitled to the following severance benefits: (i) accrued and unpaid Base Salary and vacation pay through the date of termination, less withholding of applicable taxes and any other benefits accrued to him under any Benefit Plans outstanding at such time; and (ii) continued provision, for a period of one (1) month after the date of the Executive's Employee's termination of employment, of benefits under Benefit Plans extended to the Executive Employee at the time of termination. Executive Employee shall have any conversion rights available under the Corporation's Benefit Plans and as otherwise provided by law, including the Comprehensive Omnibus Budget Reconciliation Act. (e) Any payments required to be made hereunder by the Corporation to the Executive Employee shall continue to the Executive's Employee's beneficiaries in the event of his death until paid in full. View More
Effect of Termination. (a) Upon termination of the Executive's Employee's employment pursuant to Section 5(a)(i) or (ii), in addition to the accrued but unpaid compensation and vacation pay through the date of death or Total Disability and any other benefits accrued to him under any Benefit Plans outstanding at such time and the reimbursement of documented, unreimbursed expenses incurred prior to such date, the Executive Employee or his estate or beneficiaries, as applicable, shall be entitled to the following severan...ce benefits: (i) continued provision for a period of twelve (12) months following the Executive's Employee's death or Total Disability of benefits under Benefit Plans extended from time to time by the Corporation to its senior executives; Employees; and (ii) payment on a pro-rated basis of any bonus or other payments earned in connection with any bonus plan to which the Executive Employee was a participant as of the date of death or Total Disability 3 Disability. (b) Upon termination of the Executive's Employee's employment pursuant to Section 5(a)(iii), where the Corporation has offered to renew the term of the Executive's Employee's employment for an additional one (1) year period and the Executive Employee chooses not to continue in the employ of the Corporation, the Executive Employee shall be entitled to receive only the accrued but unpaid compensation and vacation pay through the date of termination and any other benefits accrued to him under any Benefit Plans outstanding at such time and the reimbursement of documented, unreimbursed expenses incurred prior to such date. In the event the Corporation tenders a Non-Renewal Notice to the Executive, Employee, then the Executive Employee shall be entitled to the same severance benefits as if the Executive's Employee's employment were terminated pursuant to Section 5(a)(v); provided, however, if such Non-Renewal Notice was triggered due to the Corporation's statement that the Executive's Employee's employment was terminated due to Section 5(a)(vi) (for "Cause"), then payment of severance benefits will be contingent upon a determination as to whether termination was properly for "Cause." 4 (c) Upon termination of the Executive's Employee's employment pursuant to Section 5(a)(v) or other than pursuant to Section 5(a)(i), 5(a)(ii), 5(a)(iii), 5(a)(iv), or 5(a)(vi) (i.e., without "Cause"), in addition to the accrued but unpaid compensation and vacation pay through the end of the Term or any then applicable extension of the Term and any other benefits accrued to him under any Benefit Plans outstanding at such time and the reimbursement of documented, unreimbursed expenses incurred prior to such date, the Executive Employee shall be entitled to the following severance benefits: (i) a cash payment, based on the current scale of Executive's Employee's Base Salary, equal to six months of Base Salary, to be paid in a single lump sum payment not later than sixty (60) days following such termination, less withholding of all applicable taxes; (ii) continued provision for a period of twelve (12) months after the date of termination of the benefits under Benefit Plans extended from time to time by the Corporation to its senior executives; Employees; and (iii) payment on a pro-rated basis of any bonus or other payments earned in connection with any bonus plan to which the Executive Employee was a participant as of the date of the Executive's Employee's termination of employment. In addition, any options or restricted stock shall be immediately vested upon termination of Executive's Employee's employment pursuant to Section 5(a)(v) or by the Corporation without "Cause". (d) Upon termination of the Executive's Employee's employment pursuant to Section 5(a)(iv) or (vi), in addition to the reimbursement of documented, unreimbursed expenses incurred prior to such date, the Executive Employee shall be entitled to the following severance benefits: (i) accrued and unpaid Base Salary and vacation pay through the date of termination, less withholding of applicable taxes and any other benefits accrued to him under any Benefit Plans outstanding at such time; and (ii) continued provision, for a period of one (1) month after the date of the Executive's Employee's termination of employment, of benefits under Benefit Plans extended to the Executive Employee at the time of termination. Executive Employee shall have any conversion rights available under the Corporation's Benefit Plans and as otherwise provided by law, including the Comprehensive Omnibus Budget Reconciliation Act. (e) Any payments required to be made hereunder by the Corporation to the Executive Employee shall continue to the Executive's Employee's beneficiaries in the event of his death until paid in full. View More
Effect of Termination. (a) Upon termination of the Executive's employment pursuant to Section 5(a)(i) or (ii), in addition to 5(a)(i), the accrued but unpaid compensation and vacation pay through the date of death or Total Disability and any other benefits accrued to him under any Benefit Plans outstanding at such time and the reimbursement of documented, unreimbursed expenses incurred prior to such date, the Executive or his Executive's estate or beneficiaries, as applicable, beneficiaries shall be entitled to the fo...llowing severance benefits: (i) three (3) months' Base Salary at the then current rate, payable in a lump sum, less withholding of applicable taxes; and (ii) continued provision for a period of twelve (12) three (3) months following the Executive's death or Total Disability of benefits under Benefit Plans extended from time to time by the Corporation to its senior executives. (b) Upon termination of the Executive's employment pursuant to Section 5(a)(ii), the Executive shall be entitled to the following severance benefits: (i) six (6) months' Base Salary at the then current rate, to be paid from the date of termination until paid in full in accordance with the Corporation's usual payroll practices, including the withholding of all applicable taxes; (ii) continued provision for a period of six (6) months following the Executive's Total Disability of Benefit Plans extended from time to time by the Corporation to its senior executives; and (ii) (iii) payment on a pro-rated prorated basis of any bonus or other payments earned in connection with any the Corporation's then-existing bonus plan in place at the time of termination. The Corporation may credit against such amounts any proceeds paid to which the Executive was a participant as of the date of death or Total Disability 3 (b) with respect to any disability policy maintained for his benefit. (c) Upon termination of the Executive's employment pursuant to Section 5(a)(iii), where the Corporation has offered to renew the term of the Executive's employment for an additional one (1) year period and the Executive chooses not to continue in the employ of the Corporation, the Executive shall be entitled to receive only receive: (i) the accrued but unpaid compensation and vacation pay through the date of termination; and (ii) continued provision for a period of one (1) year following the date of termination and any other of benefits accrued to him under any Benefit Plans outstanding at such extended from time and to time by the reimbursement of documented, unreimbursed expenses incurred prior Corporation to such date. its senior executives. In the event the Corporation tenders a Non-Renewal Notice to the Executive, then the Executive shall be entitled to the same severance benefits as if the Executive's employment were terminated pursuant to Section 5(a)(v); provided, however, if such Non-Renewal Notice was triggered due to the Corporation's statement that the Executive's employment was terminated due to Section 5(a)(vi) (for "Cause"), then payment of severance benefits will be contingent upon a determination as to whether termination was properly for "Cause." (c) (d) Upon termination of the Executive's employment pursuant to Section 5(a)(v) or other than pursuant Sections 5(a)(iv) and (vi), the Executive shall be entitled to Section 5(a)(i), 5(a)(ii), 5(a)(iii), 5(a)(iv), or 5(a)(vi) (i.e., without "Cause"), in addition to receive: (i) the accrued but unpaid compensation and vacation pay through the end date of termination; and (ii) continued provision for a period of six (6) months following the date of termination of benefits under Benefit Plans extended from time to time by the Corporation to its senior executives. (e) Upon termination of the Term Executive's employment (A) pursuant to Section 5(a)(v), (B) by the Corporation without Cause or any then applicable extension (C) if within a two year period after a Change of the Term and any other benefits accrued to him under any Benefit Plans outstanding at such time and the reimbursement of documented, unreimbursed expenses incurred prior to such date, Control occurs, the Executive shall be entitled to the following severance benefits: (i) a cash payment, based on two (2) years' Base Salary and bonus the current scale of Executive's Base Salary, equal Executive would have earned pursuant to six months of Base Salary, this Agreement, to be paid upon the date of termination of employment in a single lump sum payment not later than sixty (60) days following such termination, monthly installments, less withholding of all applicable taxes; and (ii) continued provision for a period of twelve (12) months two (2) years after the date of termination of the benefits under Benefit Plans extended from time to time by the Corporation to its senior executives; and (iii) payment on a pro-rated basis of any bonus or other payments earned in connection with any bonus plan to which the Executive was a participant as of the date of the Executive's executives. 4 (f) Upon termination of employment. In addition, any options or restricted stock shall be immediately vested upon termination of Executive's employment this Agreement pursuant to Section 5(a)(v) or by the Corporation without "Cause". (d) Upon termination 5(b), all rights and obligations of the Executive's employment pursuant to Section 5(a)(iv) or (vi), in addition to the reimbursement of documented, unreimbursed expenses incurred prior to such date, the Executive each party hereunder shall be entitled to the following severance benefits: (i) accrued and unpaid Base Salary and vacation pay through the date of termination, less withholding of applicable taxes and any other benefits accrued to him under any Benefit Plans outstanding at such time; and (ii) continued provision, for a period of one (1) month after the date of the Executive's termination of employment, of benefits under Benefit Plans extended to the Executive at the time of termination. Executive shall have any conversion rights available under the Corporation's Benefit Plans and as otherwise provided by law, including the Comprehensive Omnibus Budget Reconciliation Act. (e) immediately cease. (g) Any payments required to be made hereunder by the Corporation to the Executive shall continue to the Executive's beneficiaries in the event of his death until paid in full. full except for the continuation of benefits under the Benefit Plans. (h) The Corporation shall reimburse the Executive for all legal and professional fees and expenses incurred by the Executive as a result of termination (including all such fees and expenses, if any, incurred in contesting or disputing any such termination or in seeking to obtain or enforce any right or benefit provided by this Agreement, provided the Executive is substantially successful in such action). (i) The Executive shall not be required to mitigate the amount of any payment provided herein by seeking other employment or by becoming engaged in any other undertaking to earn a livelihood or otherwise, nor shall the amount of any payment provided for herein be reduced by any compensation earned by the Executive as the result of employment by another employer after termination of employment, or as a result of his engagement in any undertaking otherwise. View More
Effect of Termination. (a) In the event that the Employee's employment is properly terminated for Cause pursuant to subsection 6(a), the Company shall pay to the Employee, at the time of such termination, only the salary and benefits otherwise due and payable to him under Section 3a through the last day of his actual employment by the Company subsequent to any appeal of termination to the Board. (b) In the event that the Employee is terminated at any time without Cause as defined in subsection 6(a), the Company shall ...pay to the Employee, at the time of such termination, the compensation and benefits otherwise due and payable to him under Sections 3 and 4 through the last day of the then current term of this Agreement. (c) In the event the Employee's employment is terminated by death or disability pursuant to 6(b), the Company shall pay to the Employee or his estate, at the time of such termination, the Base Salary, applicable benefits, and immediate vesting of stock options required by 7(b). In the event of death or permanent disability, the Company will provide two years of base salary if less than two years is left on the contract as per 7(b).View More
Effect of Termination. (a) In the event that the Employee's employment is properly terminated for Cause pursuant to subsection 6(a), 6(a) , the Company shall pay to the Employee, at the time of such termination, only the salary and benefits otherwise due and payable to him under Section 3a through the last day of his actual employment by the Company subsequent to any appeal of said termination to the Board. proceeding. (b) In the event that the Employee is terminated at any time without Cause as defined in subsection ...6(a), the Company shall pay to the Employee, at the time of such termination, the compensation and benefits otherwise due and payable to him under Sections 3 and 4 through the last day of the then current term of this Agreement. (c) In the event the Employee's employment is terminated by death or disability pursuant to 6(b), the Company shall pay to the Employee or his estate, at the time of such termination, the Base Salary, applicable benefits, and immediate vesting of stock options required by 7(b). In the event of death or permanent disability, the Company will provide an additional two years of base salary if less than two years is left on salary. (d) Upon termination of Employee's employment, with or without cause, in accordance with the contract as per 7(b). terms hereof, Employee shall resign from the Company's Board of Directors. View More
Effect of Termination. The provisions of this Section 5 shall apply to any termination of the Executive's employment under this Agreement, whether pursuant to Section 4 or otherwise. (a) Provision by the Company of Final Compensation, if any, to which the Executive is entitled and Post-Employment Compensation, if any, which the Executive has the opportunity to earn under Section 4(d) or 4(e) hereof and does earn in accordance with Section 4(g) hereof shall constitute the entire obligation of the Company to the Executi...ve hereunder following termination of her employment with the Company. The Executive shall promptly give the Company notice of all facts necessary for the Company to determine the amount and duration of its obligations in connection with any termination pursuant to Section 4 hereof. (b) Except for health and dental plan participation continued in accordance with COBRA, the Executive's participation in Employee Benefit Plans shall terminate pursuant to the terms of the applicable Plan Documents based on the Date of Termination without regard to any Post-Employment Compensation earned by the Executive, or any other payment to her hereunder, following the Date of Termination. (c) Provisions of this Agreement shall survive any termination if so provided herein or if necessary or desirable to accomplish the purposes of other surviving provisions, including without limitation the conditions to earning Post-Employment Compensation set forth in Section 4(g) hereof and the obligations of the Executive under Sections 6 and 7 hereof. The Executive recognizes that, except as expressly provided in accordance with Sections 4(d), 4(e) and 4(g) (with respect to Post-Employment Compensation) or Section 4(f) (with respect to Base Salary for any notice period waived), no compensation is earned after termination of employment.View More
Effect of Termination. The provisions of this Section 5 shall apply to any termination of the Executive's employment under this Agreement, whether pursuant to Section 4 or otherwise. (a) Provision by the Company of Final Compensation, if any, to which the Executive is entitled and Non-Change in Control Post-Employment Compensation, Compensation or payments pursuant to Sections 4(e) or 4(g), if any, which the Executive has the opportunity to earn under Section 4(d) or 4(e) 4 hereof and does earn in accordance with Sect...ion 4(g) 4(i) hereof shall constitute the entire obligation of the Company to the Executive hereunder following termination of her his employment with the Company. The Executive shall promptly give the Company notice of all facts necessary for the Company to determine the amount and duration of its obligations in connection with any termination pursuant to Section 4 hereof. (b) Except for health and dental plan participation continued in accordance with COBRA, COBRA (including as extended pursuant to Sections 4(e) or 4(g) hereof if achievable by the Company's commercially reasonable efforts), the Executive's participation in Employee Benefit Plans shall terminate pursuant to the terms of the applicable Plan Documents based on the Date of Termination without regard to any Non-Change in Control Post-Employment Compensation earned by the Executive, or any other payment to her him hereunder, following the Date of Termination. (c) Provisions of this Agreement shall survive any termination if so provided herein or if necessary or desirable to accomplish the purposes of other surviving provisions, including without limitation the conditions to earning Post-Employment Compensation set forth in Section 4(i) hereof to earning Non-Change in Control Post-Employment Compensation or payments pursuant to Sections 4(e) or 4(g) hereof and the obligations of the Executive under Sections 6 and 7 hereof. The Executive recognizes that, except as expressly provided in accordance with Sections 4(d), 4(e) 4(e), 4(f), 4(g), and 4(g) 4(i) (with respect to Non-Change in Control Post-Employment Compensation) Compensation or payments pursuant to Sections 4(e) or 4(g)) or Section 4(f) 4(h) (with respect to Base Salary for any notice period waived), no compensation is earned after termination of employment. View More
Effect of Termination. a.If the Participant terminates employment with the Company for any reason after the end of the 2021 performance period but prior to the date the bonus for such period is paid, the Participant shall be entitled to payment of the bonus determined by the Committee, subject to reduction or elimination under the last sentence of the "Determination of Bonuses" paragraph above based on the circumstances surrounding such termination of employment. December 9, 2020National Western Life Insurance Company...2021CHIEF MARKETING OFFICER BONUS PROGRAMb.If the Participant terminates employment with the Company prior to the end of the applicable 2021 Performance Period for any reason other than termination for cause by the Company (as determined by the Committee in its sole discretion), the Committee shall reduce the Participant's bonus proportionately based on the date of termination (and subject to further reduction or elimination under the last sentence of the "Determination of Bonuses" paragraph above based on the circumstances surrounding such termination of employment). c.If the Participant is terminated for cause by the Company prior to the payment of any bonus, no bonus shall be payable hereunder. d.If a Participant dies prior to the payment of a bonus payable hereunder, the bonus shall be paid to the Participant's beneficiary of record.4.Source of Payments. Bonuses that may become payable under the Program shall be paid solely from the general assets of the Company. The rights of the Participant (and any person claiming entitlement by or through a Participant) hereunder shall be solely those of an unsecured general creditor of the Company. The Program shall be unfunded. The Company may maintain bookkeeping accounts with respect to Participants who are entitled to bonuses under the Program, but such accounts shall be used merely for bookkeeping convenience. The Company shall not be required to segregate any assets that may at any time be represented by interests in bonuses nor shall the Program be construed as providing for any such segregation.View More
Effect of Termination. a.If December 14, 2021National Western Life Insurance Company2022CHIEF MARKETING OFFICER BONUS PROGRAMa.If the Participant terminates employment with the Company for any reason after the end of the 2021 2022 performance period but prior to the date the bonus for such period is paid, the Participant shall be entitled to payment of the bonus determined by the Committee, subject to reduction or elimination under the last sentence of the "Determination of Bonuses" paragraph above based on the circum...stances surrounding such termination of employment. December 9, 2020National Western Life Insurance Company2021CHIEF MARKETING OFFICER BONUS PROGRAMb.If b.If the Participant terminates employment with the Company prior to the end of the applicable 2021 2022 Performance Period for any reason other than termination for cause by the Company (as determined by the Committee in its sole discretion), the Committee shall reduce the Participant's bonus proportionately based on the date of termination (and subject to further reduction or elimination under the last sentence of the "Determination of Bonuses" paragraph above based on the circumstances surrounding such termination of employment). c.If the Participant is terminated for cause by the Company prior to the payment of any bonus, no bonus shall be payable hereunder. d.If a Participant dies prior to the payment of a bonus payable hereunder, the bonus shall be paid to the Participant's beneficiary of record.4.Source of Payments. Bonuses that may become payable under the Program shall be paid solely from the general assets of the Company. The rights of the Participant (and any person claiming entitlement by or through a Participant) hereunder shall be solely those of an unsecured general creditor of the Company. The Program shall be unfunded. The Company may maintain bookkeeping accounts with respect to Participants who are entitled to bonuses under the Program, but such accounts shall be used merely for bookkeeping convenience. The Company shall not be required to segregate any assets that may at any time be represented by interests in bonuses nor shall the Program be construed as providing for any such segregation. estate. View More
Effect of Termination. (a) In General. The Award shall be forfeited automatically without further action or notice if the Participant ceases to be continuously employed by Key prior to the Vesting Date, except as otherwise provided in this Section 1. For purposes of this Section 1, the continuous employment of the Participant shall not be deemed to have been interrupted, and the Participant shall not be deemed to have ceased to be an employee of Key, by reason of the transfer of employment among KeyCorp and its affili...ates. (b) Certain Terminations. Notwithstanding Section 1(a), if, prior to the Vesting Date, the Participant's continuous employment is terminated as a result of the Participant's death, Disability, Termination Under Limited Circumstances or Retirement, the Participant will vest in a pro rata portion of the Performance Shares. The pro rata vesting provided for under this Section 1(b) shall be determined by multiplying the target number of Performance Shares granted under this Agreement by a fraction, the numerator of which shall be the number of full months of Participant's continuous employment from the Date of Grant through the date of termination and the denominator of which shall be 36, and adjusting this number at the end of the Performance Period based on the level of achievement of the Performance Goals (and the satisfaction of the other terms and conditions of this Award Agreement, the Plan and the Acceptance Agreement, including, as applicable, the additional terms and conditions of Appendix A). For purposes of this Award Agreement, a Participant's "Retirement" shall mean the Participant's Voluntary Resignation on or after attaining age 55 and completion of at least 5 years of service (inclusive of termination after attaining age 60 and completion of at least 10 years of service). (c) Certain Terminations Within Two Years After a Change of Control. Notwithstanding the foregoing provisions of Section 1, if, prior to the Vesting Date, the Participant's continuous employment with Key is terminated within two years following the date of a Change of Control for any reason other than a Voluntary Resignation (excluding a Voluntary Resignation constituting a Retirement, as defined above) or a Termination for Cause, the target number of Performance Shares (or if such Change of Control and termination of employment occurs after the end of the Performance Period, the number of Performance Shares earned under this Award Agreement based upon achievement of the Performance Goals) shall become immediately vested (without pro ration).View More
Effect of Termination. (a) In General. The Award shall be forfeited automatically without further action or notice if the Participant ceases to be continuously employed by Key prior to the Vesting Date, except as otherwise provided in this Section 1. For purposes of this Section 1, the continuous employment of the Participant shall not be deemed to have been interrupted, and the Participant shall not be deemed to have ceased to be an employee of Key, by reason of the transfer of employment among KeyCorp and its affili...ates. (b) Certain Terminations. Notwithstanding Section 1(a), if, prior to the Vesting Date, the Participant's continuous employment is terminated as a result of the Participant's death, Disability, or Retirement, the Participant shall, (i) for any unvested Performance Shares that were granted one year or more prior to the Participant's effective termination date, fully vest in such Performance Shares, and (ii) for any unvested Performance Shares that were granted less than one year prior to Participant's effective termination date, vest in a pro rata portion of such Performance Shares. Key may, in its sole discretion, provide that any unvested Performance Shares that would otherwise be subject to Section 1(b)(ii) (i.e., vest in a pro rata portion because such Performance Shares were granted less than one year prior to Participant's effective termination date) may instead be treated consistent with Section 1(b)(i) (i.e., fully vest).If, prior to the Vesting Date, the Participant's continuous employment is terminated as a result of a Termination Under Limited Circumstances or Retirement, Circumstances, the Participant will vest in a pro rata portion of the any unvested Performance Shares. Performance Shares vested under the provisions of this Section 1(b) shall be distributed on the remaining Vesting Date(s), as applicable.For purposes of this Award Agreement, a Participant's "Retirement" shall mean the Participant's Voluntary Resignation on or after attaining age 60 and completion of at least 10 years of service. A Participant's Voluntary Resignation on or after attaining age 55 and completion of at least 5 years of service (excluding a Voluntary Resignation that constitutes a Retirement, as defined above) will receive the same treatment as a Termination Under Limited Circumstances for purposes of this Award Agreement. A Participant's "Termination Under Limited Circumstances" shall mean a Participant's termination from Key under circumstances in which the Participant becomes entitled to receive: (i) a severance under the KeyCorp Separation Pay Plan as in effect at the time of the Participant's termination, or (ii) under circumstances under which the Participant is entitled to receive salary continuation benefits under the terms and conditions of an employment separation or letter agreement with Key, including, without limitation, a Change of Control Agreement. The pro rata vesting provided for under this Section 1(b) Award Agreement shall be determined by multiplying the target number of unvested Performance Shares granted under this Agreement as of the date of the Participant's termination by a fraction, the numerator of which shall be the number of full months of Participant's continuous employment from the Date of Grant through the date of termination and the denominator of which shall be 36, number of full months between the Date of Grant and adjusting this number at the end of the Performance Period based on the level of achievement of the Performance Goals (and the satisfaction of the other terms and conditions of this Award Agreement, the Plan and the Acceptance Agreement, including, as applicable, the additional terms and conditions of Appendix A). For purposes of this Award Agreement, a Participant's "Retirement" shall mean the Participant's Voluntary Resignation on or after attaining age 55 and completion of at least 5 years of service (inclusive of termination after attaining age 60 and completion of at least 10 years of service). latest Vesting Date. (c) Certain Terminations Within Two Years After a Change of Control. Notwithstanding the foregoing provisions of Section 1, if, prior to the Vesting Date, the Participant's continuous employment with Key is terminated within two years following the date of a Change of Control for any reason other than a Voluntary Resignation (excluding a Voluntary Resignation constituting that constitutes a Retirement, as defined above) or a Termination for Cause, the target number of Performance Shares (or if such Change of Control and termination of employment occurs after the end of the Performance Period, the number of Performance Shares earned under this Award Agreement based upon achievement of the Performance Goals) shall become immediately vested (without pro ration). View More
Effect of Termination. The earliest date on which termination of this Agreement as to a Party is effective in accordance with Sections 7, 8, or 9 of this Agreement shall be referred to, with respect to such Party, as a "Termination Date." Upon the occurrence of a Termination Date, the terminating Party's obligations and, in the case of a Termination Date in accordance with Section 9 of this Agreement, all Parties' obligations under this Agreement shall be terminated effective immediately, and such Party or Parties sha...ll be released from its commitments, undertakings, and agreements; provided, however, that each of the following shall survive any such termination: (a) any claim for breach of this Agreement that occurs prior to such Termination Date, and all rights and remedies with respect to such claims shall not be prejudiced in any way; (b) the PVA Entities' obligations under Section 14 of this Agreement accrued up to and including such Termination Date; and (c) Sections 10, 15, 17, 18, 19, 22, 23, 25, 27, 31, 33, and 34 hereof. The Automatic Stay shall not prohibit a Party from taking any action necessary to effectuate the termination of this Agreement pursuant to and in accordance with the terms hereof.View More
Effect of Termination. The earliest date on which termination of this Agreement as to a Party is effective in accordance with Sections 7, 8, or 9 of this Agreement hereof shall be referred to, with respect to such Party, as a "Termination Date." Upon the occurrence of a Termination Date, the terminating Party's obligations and, in the case of a Termination Date in accordance with Section 9 of this Agreement, all Parties' obligations under this Agreement shall be terminated effective immediately, and such Party or Part...ies shall be released from its commitments, undertakings, and agreements; agreements hereunder, and any vote in favor of the Plan delivered by any Parties shall be immediately revoked and deemed void ab initio; provided, however, that each of the following shall survive any such termination: (a) any claim for breach of this Agreement that occurs prior to such Termination Date, and all rights and remedies with respect to such claims shall not be prejudiced in any way; and (b) the PVA Entities' obligations under Section 14 of this Agreement accrued up to and including such Termination Date; and (c) Sections 10, 15, 14, 16, 17, 18, 19, 20, 22, 23, 25, 24, 27, 31, 33, 30, and 34 31 hereof. The Automatic Stay automatic stay imposed by section 362 of the Bankruptcy Code shall not prohibit a Party from taking any action necessary to effectuate the termination of this Agreement pursuant to and in accordance with the terms hereof. View More
Effect of Termination. The earliest date on which termination of this Agreement as to a Party is effective in accordance with Sections 7, 8, 9, or 9 10 of this Agreement shall be referred to, with respect to such Party, as a "Termination Date." Date". Upon the occurrence of a Termination Date, the terminating Party's obligations and, in the case of a Termination Date in accordance with Section 9 of this Agreement, all Parties' obligations under this Agreement shall be terminated effective immediately, and such Party o...r all Parties hereto shall be released from its all commitments, undertakings, agreements, and agreements; obligations; provided, however, that each of the following shall survive any such termination: (a) any claim for breach of this Agreement that occurs prior to such Termination Date, and all rights and remedies with respect to such claims shall not be prejudiced in any way; (b) the PVA Entities' Chaparral Parties' obligations under in Section 14 15 of this Agreement accrued up to and including such Termination Date; and (c) the last paragraph of Section 5 and Section 6 (but, in each case, only upon the occurrence of the Termination Date pursuant to clause (b) of Section 10) and Sections 10, 15, 17, 11, 16, 18, 19, 20, 22, 23, 25, 27, 31, 33, and 34 hereof. 36 of this Agreement. The Automatic Stay automatic 14 stay applicable under section 362 of the Bankruptcy Code shall not prohibit a Party from taking any action necessary to effectuate the termination of this Agreement pursuant to and in accordance with the terms hereof. View More
Effect of Termination. In the event of a termination of this Agreement as provided in Section 6, this Agreement shall cease to have force and effect, and there shall be no further liability or obligation on the part of Seller or Buyer, except that (a) the applicable provisions of Section 5.2.2, Section 5.4.2, Section 6, this Section 7, Section 8.1 (Buyer Default), Section 8.2 (Liquidated Damages), Section 8.3 (Buyer's Remedy Upon Seller's Default), Section 14 (Brokers), Section 15.9 (Confidentiality), and Section 15.1...0 (Public Statements) shall continue to apply following any such termination, (b) in the event of a termination by Buyer pursuant to Section 6.3, Buyer's sole and exclusive remedy shall be as set forth in Section 8.3, (c) in the event of a termination by Seller pursuant to Section 6.4, Seller's sole and exclusive remedy shall be the receipt and retention of the Deposit as liquidated damages as set forth in Section 8.1 and Section 8.2, and (d) nothing in this Section 7 or elsewhere in the Agreement shall be deemed to release any party from liability (or any limit thereof) for any fraud or willful breach of its obligations under this Agreement in any material respect.View More
Effect of Termination. In the event of a termination of this Agreement the Buyer's Notice for the sale and purchase of a Property as provided in Section 6, this Agreement 9, the Buyer's Notice for such Property shall cease to have force and effect, and there shall be no further liability or obligation on the part of the applicable Seller or Buyer, except that (a) the applicable provisions of Section 5.2.2, 8.2.2, Section 5.4.2, 8.4.2, Section 6, 9, this Section 7, 10, Section 8.1 11.1 (Buyer Default), Section 8.2 11.2... (Liquidated Damages), Section 8.3 11.3 (Buyer's Remedy Upon Seller's Default), Section 14 (Brokers), Section 15.9 (Confidentiality), and Section 15.10 17.9 (Public Statements) shall continue to apply following any such termination, (b) in the event of a termination by Buyer pursuant to Section 6.3, 9.3, Buyer's sole and exclusive remedy shall be as set forth in Section 8.3, 11.3, (c) in the event of a termination by Seller pursuant to Section 6.4, 9.4, Seller's sole and exclusive remedy shall be the receipt and retention of the Deposit as liquidated damages as set forth in Section 8.1 11.1 and Section 8.2, 11.2, and (d) nothing in this Section 7 10 or elsewhere in the Agreement shall be deemed to release any party from liability (or any limit thereof) for any fraud or willful breach of its obligations under this Agreement in any material respect. respect or from any of its obligations (including indemnification) that expressly survive a termination. View More
