Qualifying Termination Clause Example from Business Contracts

Qualifying Termination. If the Employee is subject to a Qualifying Termination, then, subject to Sections 4, 9, and 10 below, Employee will be entitled to the following benefits: (a) Severance Benefits. The Company or its subsidiaries shall pay Employee a severance amount equivalent to twelve (12) weeks of base salary (at the rate in effect immediately prior to the actions that resulted in the Qualifying Termination) plus an additional 2 weeks of base salary for each full year of employment with the Company or its subs...idiaries, up to a maximum benefit of six (6) months of base salary (the "Severance"). The Severance shall be paid through salary continuation in equal installments in accordance with the Company's or its subsidiary's, as applicable, standard payroll procedures, with the initial payment to occur on the first payroll date following the sixtieth (60th) day following Employee's Separation, with the first installment to include a catchup payment for amounts covering the period from the date of Separation through the first payment date, provided that the Release Conditions have been satisfied. However, if the period comprising the sum of the sixty (60)-day period described in the preceding sentence and the ten (10)-day period described in Section 7(e)(3) below spans two calendar years, then the payments which constitute deferred compensation subject to Section 409A will not in any case commence in the first calendar year. The period between the date of Executive's Separation and final Severance payment shall be referred to herein as the "Severance Period." (b) Continued Employee Benefits. If Executive timely elects continued coverage under the Consolidated Omnibus Budget Reconciliation Act ("COBRA"), the Company or its subsidiaries shall pay the full amount of Executive's COBRA premiums on behalf of the Executive for the Executive's continued coverage under the Company's or its subsidiary's, as applicable, health, dental and vision plans, including coverage for the Executive's eligible dependents, for the Severance Period. Notwithstanding the foregoing, if the Company, in its sole discretion, determines that it cannot provide the foregoing subsidy of COBRA coverage without potentially violating or causing the Company or its subsidiary to incur additional expense as a result of noncompliance with applicable law (including, without limitation, Section 2716 of the Public Health Service Act), the Company or its subsidiary instead shall provide to Executive a taxable monthly payment in an amount equal to the monthly COBRA premium that Executive would be required to pay to continue the group health coverage in effect on the date of the Separation (which amount shall be based on the premium for the first month of COBRA coverage), which payments shall be made regardless of whether Executive elects COBRA continuation coverage and shall commence on the later of (i) the first day of the month following the month in which Executive experiences a Separation and (ii) the effective date of the Company's determination of violation of applicable law, and shall end on the earlier of (x) the effective date on which Executive becomes covered by a health, dental or vision insurance plan of a subsequent employer, and (y) the last day of the Severance Period, provided that, any taxable payments under this Section 2(b) will not be paid before the first business day occurring after the sixtieth (60th) day following the Separation and, once they commence, will include any unpaid amounts accrued from the date of Executive's Separation (to the extent not otherwise satisfied with continuation coverage). However, if the period comprising the sum of the sixty (60)-day period described in the preceding sentence and the ten (10)-day period described in Section 7(e)(3) below spans two calendar years, then the payments which constitute deferred compensation subject to Section 409A will not in any case be paid in the first calendar year. Executive shall have no right to an additional gross-up payment to account for the fact that such COBRA premium amounts are paid on an after-tax basis. View More