Severance Contract Clauses (805)

Severance. You will be eligible for the Company's Executive Change in Control and Severance Plan (the "Severance Plan") based on your position within the Company. Your Participation Agreement under the Severance Plan will specify the severance payments and benefits you could be eligible to receive in connection with certain terminations of your employment with the Company. These protections will supersede all other severance payments and benefits you would otherwise currently be eligible for to, or would b...ecome eligible for in the future, under any plan, program or policy that the Company may have in effect from time to time. View More

Severance. (a) Termination Without Cause or Resignation for Good Reason other than during the Pre-CIC Period or within 24 months Following a Change in Control. If Executive's employment is terminated by the Company without Cause or if Executive resigns for Good Reason, and such termination is not within the period of time between the signing of a definitive agreement that, if consummated, would constitute a Change in Control of the Retail/Non-Core Business and the consummation of such Change in Control of ...the Retail/Non-Core Business (the "Pre-CIC Period") or the twenty-four (24)-month period following a Change in Control of the Retail/Non-Core Business, then, subject to Section 5 and Section 8, Executive 6 will receive a payment in an amount equal to one and a half (1.5) times the sum of (i) Executive's Base Salary and (ii) Executive's Target Bonus for the year in which termination occurs. Such amounts will be payable over a period of twelve (12) months in equal installments in accordance with the Company's normal payroll practices, commencing within sixty (60) calendar days following Executive's separation from service. (b) Termination Without Cause or Resignation for Good Reason during the Pre-CIC Period or Following a Change in Control. If Executive's employment is terminated by the Company without Cause or if Executive resigns for Good Reason, and such termination is during the Pre-CIC Period or within the twenty-four- (24-) month period following a Change in Control the Retail/Non-Core Business, then, subject to Section 5 and Section 8, Executive will receive a lump sum payment equal to two (2) times the sum of (i) Executive's Base Salary and (ii) Executive's Target Bonus for the year in which termination occurs. Such lump sum amounts will be payable within the later of sixty (60) calendar days following Executive's separation from service or thirty (30) calendar days following the date of the Change in Control of the Retail/Non-Core Business. (c) Benefit Continuation. If Executive is entitled to severance payments under either Section 4(a) or 4(b) hereof, the Company shall, at the Company's expense, for a period of 18 months (the "Benefit Continuation Period"), provide medical insurance benefit coverage in coordination with the provisions of the Consolidated Omnibus Budget Reconciliation Act of 1985 ("COBRA") by reimbursing Executive for the applicable coverage premiums, provided that (i) Executive completes and timely files all necessary COBRA election documentation, which will be sent to Executive after the last day of employment and (ii) Executive continues to make all required premium payments required by COBRA. In the event such premium payment reimbursements by the Company, by reason of change in the applicable law, may, in the reasonable view of the Company, result in tax or other penalties on the Company, this provision shall terminate and Executive and the Company shall, in good faith, negotiate for a substitute provision that would not result in such tax or other penalties. Benefits otherwise receivable by Executive pursuant to this Section 4(c) shall be reduced to the extent Executive becomes eligible for substantially similar medical insurance benefits during the applicable Benefit Continuation Period (and any such benefits received by, or made available to, Executive shall be reported to the Company by Executive). View More

Severance. (a) Termination without Cause, Resignation for Good Reason, or Change in Control. If the Employment Period is terminated by the Company without Cause, by Executive for Good Reason, or as a result in a Change in Control (as defined below) then Executive shall be entitled to receive, an aggregate amount equal to twelve (12) months ("Severance Period") of Executive's Base Salary as in effect immediately prior to the Termination Date as well as any unused and accrued Paid Time Off to be paid in inst...allments in accordance with the Company's customary payroll practices ("Severance"). Except as set forth in Section 5(d), the Company's obligation to make any other payments or provide any other benefits under this Agreement shall cease as of the Termination Date. Executive shall forfeit the compensation and other benefits otherwise payable to Executive pursuant to this Section 5(a) and Section 5(d) unless, prior to the 21st day following the Termination Date, Executive executes and delivers to the Company (and does not revoke or breach) a complete release in favor of the Company and its Affiliates, and their respective officers, directors, managers, partners, equity holders, employees and principals in a form reasonably acceptable to the Company and does not revoke said document. If Executive provides the complete release, the Company will also provide a general release in favor of Executive. If Executive breaches or revokes the release provided above, or breaches the Restrictive Covenants provided for in Sections 6, 7 and 8, then Executive shall promptly repay to the Company all amounts paid to Executive pursuant to this Section 5(a) and Section 5(d) and Company's obligation to continue to make Severance payments shall cease. (b) Death or Disability. In the event of the death or Disability of Executive during the Employment Period, except as set forth in Section 5(d), the Company's obligation to make any payments or provide any other benefits under this Agreement shall cease as of the date of death or determination of Disability of Executive. Executive shall submit to such medical examinations as may reasonably be requested by the Board in order to determine whether Executive is Disabled. (c) Other Termination. If the Employment Period is terminated (i) by the Company for Cause or (ii) by Executive for any reason (other than for Good Reason), Executive shall not be entitled to any Severance and, except as set forth in Section 5(d), all of Executive's benefits shall cease to be effective immediately as of the Termination Date. (d) Other Benefits. Except (i) as specifically provided in this Section 5, (ii) for the payment of earned but unpaid Base Salary through the Termination Date, including any unused but accrued Paid Time Off (i.e., vacation pay), (iii) for the reimbursement of 3 unreimbursed business expenses incurred prior to the Termination Date pursuant to Section 4(d), and (iv) for the payment of earned but unpaid Performance Bonus for the fiscal year ended immediately prior to the Termination Date (which Performance Bonus shall be paid at the same time as bonuses for all other senior executives of the Company for such fiscal year), the Company's obligation to make any payments or provide any other benefits hereunder shall terminate automatically as of the Termination Date. All of Executive's rights to any fringe benefits not addressed hereunder (if any) which accrue or become payable after the termination of the Employment Period shall cease as of the Termination Date. Executive shall be able to continue health insurance benefits pursuant to COBRA at Executive's own expense. Executive's rights to equity will be as provided in Section 4(c). View More

Severance. (a) If the Company terminates Employee's employment with the Company without Cause in accordance with Section 6(c) prior to the expiration of the Initial Term, the Company shall pay Employee a severance payment an amount equal to twelve months of Employee's Base Salary as in effect on the date of termination, subject to subsections (c), (d), and (e). (b) If during the Term of this Agreement there is a CC Termination upon a Change in Control or within one year thereafter, then the Employee will b...e entitled to a severance payment (in addition to any other rights and other amounts payable to the Employee under Company plans in which Employee is a participant, but without duplication for any amounts due to Employee pursuant to Section 7(a)) payable in a lump sum in cash in an amount equal to the sum of: (i) the Employee's Base Salary in effect on date of such CC Termination (or, if greater, the highest Base Salary in effect during the three year period ending on the date of such CC Termination), and (ii) the Employee's Average Annual Bonus, subject to subsections (c), (d) and (e). (c) Subject to Section 7(c), any severance payment payable to Employee pursuant to this Section 7 (a "Severance Payment") will be made in a lump sum within sixty (60) days after the date Employee's employment is terminated giving rise to such Severance Payment pursuant to Section 7(a) or (b); provided that Employee executes and delivers the release contemplated by Section 7(d) and such release becomes effective and irrevocable. If such sixty (60) day period spans two calendar years, the Severance Payment will be made in the second calendar year. However, if Employee is a "specified employee" as defined in regulations under Section 409A of the Code and the Severance Payment constitutes "nonqualified deferred compensation" that is subject to Section 409A of the Code, the Severance Payment will be made on the Company's first payroll payment date that is more than six (6) months the Severance Payment is otherwise payable pursuant to this Agreement. (d) Employee acknowledges and agrees the Severance Payment to which the Employee is entitled under this Section 7 is conditioned upon and subject to the Employee's executing and delivering the general release of claims in the form attached hereto as Exhibit B by the 45th day following the Employee's separation from service and not revoking the release within the seven (7) days after executing and delivering the release. If such forty-five (45) day period plus the seven (7) day revocation period spans two calendar years, the Severance Payment will be paid in the second calendar year. Employee's right to the Severance Payment is further conditioned upon Employee's continued compliance with Sections 8-11 of this Agreement. If Employee breaches any of his obligations in Sections 8-11 of this Agreement, he will immediately return to the Company any portion of the Severance Payment that has been paid to him pursuant to Section 7. View More

Severance. In the event you are terminated by the Company without Cause or if you resign for Good Reason, subject to you signing a general release of claims in favor of the Company that becomes irrevocable within sixty (60) days following the termination date, the Company also agrees to pay you a lump sum equal to twelve (12) months of your then-base salary, a pro-rated bonus in accordance with Section 3 above, and twelve (12) months of COBRA reimbursement for you and your dependents if you were participat...ing in the Company's group health plan immediately prior to the termination date and elect COBRA health continuation (the "Severance"). If the 60-day period following the termination date begins in one calendar year and ends in a second calendar year, the Severance shall be paid in the second calendar year and no later than the last day of such 60-day period. Furthermore, to the extent you become eligible for health benefits under a subsequent employer's health plan within three (3) months of your termination date, you agree to return a pro-rated amount of the COBRA reimbursement to the Company within sixty (60) days from when you first become eligible to participate in the subsequent employer's health plan. View More

Severance. Subject to the conditions set forth in this Section 12 and Exhibit A, in the event that Employer elects not to allow this Agreement to automatically renew pursuant to Section 2, does not offer Executive employment upon expiration of the Term on terms substantially similar to those contained herein (which shall include without limitation a Base Salary that is at least ninety-five percent (95%) of the Base Salary in effect at expiration of the Term) and Executive's employment is terminated by Exec...utive or Employer, Employer shall make a lump sum severance payment to Executive in the amount 9 of $470,000, subject to applicable taxes and withholdings (the "Severance Payment") not later than the later of (a) the fourteenth day of March immediately following Executive's termination of employment or (b) the date which is sixty (60) days following Executive's termination of employment. As a material condition upon which Executive shall be entitled to receive the Severance Payment, and as an inducement to Employer's agreement to pay Executive the Severance Payment, Executive agrees to execute a general release in a form acceptable to Employer upon the termination of Executive's full-time employment. Executive shall not be entitled to any additional severance compensation upon the termination or expiration of this Agreement other than the Severance Payment. Executive shall not be entitled to the Severance Payment as otherwise specified in this Agreement or if Executive's employment is terminated either (i) by Employer under Section 9, (ii) by reason of Executive's incapacity or death under Sections 10 or 11, or (iii) by Executive for any reason other than a material breach of this Agreement by Employer. In addition, subject to the terms and conditions of Section 13, upon Executive's termination of employment pursuant to this Section 12, Executive shall be entitled to continue his employment with Employer as a part-time employee during the Post Term Period. View More

Severance. You are eligible for severance benefits pursuant to the Company's Change in Control and Severance Benefit Plan, as approved by the Board on March 11, 2019, and as may be amended from time to time in the Company and Board's sole discretion (the "Severance Plan"). You hereby acknowledge and agree that any prior written or oral promise of severance benefits are hereby extinguished and superseded by your rights pursuant to the Severance Plan.

Severance. If Executive is terminated without Cause or voluntarily terminates his employment for Good Reason, the Executive shall be entitled to a lump-sum cash severance payment equivalent to one times his annual base salary in effect immediately preceding termination, but not less than $950,000, to be paid within ninety (90) days of his termination and upon receipt of any Company required release to comply with Code Section 409A. In addition, the Executive will be entitled to receive a prorated annual ca...sh incentive for the year of termination, subject to satisfying performance criteria, payable consistent with the Company's normal annual cash incentive schedule included in the Company's executive incentive compensation program, attached as Schedule A. All previously granted and unvested time-based and performance-based stock compensation will immediately vest. As used in this Agreement, "Good Reason" shall mean, without the Executive's consent (i) reduction in Executive's base salary, (ii) reduction in Executive's cash bonus opportunity, (iii) reduction in Executive's stock compensation opportunity, (iv) reduction in title, duties or responsibilities, (v) any requirement that the Executive report to anyone other than the Chief Executive Officer, (vi) meaningful, involuntary relocation of Executive's principal place of business, or (vii) a material breach of this Agreement by the Company. View More

Severance. Except as required by Section 13, the Payments will commence on the first payroll period following the Release Agreement becoming effective; provided, that (i) if the Payments (or any portion thereof) constitute "deferred compensation" within the meaning of Section 409A (as defined in Section 13) and (ii) the period commencing on the date of termination and ending on the Release Deadline spans two calendar years, then the Payments (or such portion thereof that constitute "deferred compensation")... will commence on the later of the Release Agreement becoming effective and the first payroll date of the Company in the second calendar year. Any portion of the Payments that is delayed due to the application of the preceding sentence shall be made on the date that the Payments commence. (e)The Company shall withhold all applicable federal, state and local taxes and social security and such other amounts as may be required by law from all amounts payable to the you under this Section 11. The provisions of this Section 11 shall survive any termination of this Agreement. View More

Severance. (a) General. If you are subject to an Involuntary Termination, then you will be entitled to the benefits described in this Section 5. However, this Section 5 will not apply unless you (i) have returned all Company property in your possession, (ii) have resigned as a member of the Board of Directors of the Company and all of its subsidiaries, to the extent applicable, and (iii) have executed a general release of all claims that you may have against the Company or persons affiliated with the Compa...ny. You must execute and return the release on or before the date specified by the Company in the prescribed form (the "Release Deadline"). The Release Deadline will in no event be later than 50 days after your Separation. If you fail to return the release on or before the Release Deadline, or if you revoke the release, then you will not be entitled to the benefits described in this Section 5. (b) Salary Continuation. If you are subject to an Involuntary Termination, then the Company will continue to pay your base salary for a period of six (6) months after your Separation. Your base salary will be paid at the rate in effect at the time of your Separation and in accordance with the Company's standard payroll procedures. The salary continuation payments will commence within sixty (60) days after your Separation and, once they commence, will include any unpaid amounts accrued from the date of your Separation. However, if the sixty (60)-day period described in the preceding sentence spans two calendar years, then the payments will in any event begin in the second calendar year. (c) Prorated Bonus. If you are subject to an Involuntary Termination, then you will be entitled to a prorated portion of your target bonus, based on the number of days you are employed by the Company during the fiscal year in which you are subject to the Involuntary Termination. The bonus will be paid to you within sixty (60) days after your Separation, however, if the sixty (60)-day period spans two calendar years, then the payments will in any event begin in the second calendar year. (d) COBRA. If you are subject to an Involuntary Termination and you elect to continue your health insurance coverage under the Consolidated Omnibus Budget 2 Reconciliation Act ("COBRA") following your Separation, then the Company will pay the same portion of your monthly premium under COBRA as it pays for active employees until the earliest of (i) the close of the six (6) month period following your Separation, (ii) the expiration of your continuation coverage under COBRA or (iii) the date when you become eligible for substantially equivalent health insurance coverage in connection with new employment or self-employment. View More