Severance Compensation Contract Clauses (120)

Grouped Into 4 Collections of Similar Clauses From Business Contracts

This page contains Severance Compensation clauses in business contracts and legal agreements. We have organized these clauses into groups of similarly worded clauses.
Severance Compensation. Upon termination of employment for any reason, the Executive shall be entitled to: (A) all Base Salary earned through the date of termination to be paid according to Section 4; (B) any and all reasonable expenses paid or incurred by the Executive in connection with and related to the performance of his duties and responsibilities for the Company during the period ending on the termination date to be paid according to Section 8; (C) any accrued but unused vacation time through the termination dat...e in accordance with Company policy; and (D) any Annual Bonuses earned through the date of termination to be paid according to Section 5(a); and I all Share Awards earned and vested prior to termination. Additionally, if the Executive's employment is terminated prior to expiration of the Employment Period (including due to his death or Disability, as defined in Section 12(b)) unless the Executive's employment is terminated for Cause (as defined in Section 12(c)) or the Executive terminates his employment without Good Reason (as defined in Section 12(d) and other than for a Change in Control as provided in Section 12(d) and Section 12(f)), the Executive shall be entitled to receive a cash amount equal to one hundred percent (100%) of the sum of the Executive's Base Salary earned during the six (6) months immediately preceding the date of termination (herein the "Separation Payment"); provided, that the Executive executes an agreement releasing Company and its affiliates from any liability associated with this Agreement and such release is irrevocable at the time the Separation Payment is first payable under this Section 6 and the Executive complies with his other obligations under Sections 13 and 14 of this Agreement. Subject to the terms hereof, one-half (1/2) of the Separation Payment shall be paid within thirty (30) days of the Executive's termination of employment ("Initial Payment"), provided that the Executive has executed a release; and the balance of the Separation Payment shall be paid in substantially equal installments on the Company's regular payroll dates beginning with the first payroll date coincident with or immediately following the Initial Payment and ending with the last payroll date that occurs in the third calendar year beginning after the Executive's termination of employment. The Executive may continue coverage with respect to the Company's group health plans as permitted by the Consolidated Omnibus Budget Reconciliation Act of 1985 ("COBRA") for himself and each of his "Qualified Beneficiaries" as defined by COBRA ("COBRA Coverage"). The Company shall reimburse the amount of any COBRA premium paid for COBRA Coverage timely elected by and for the Executive and any Qualified Beneficiary of the Executive, and not otherwise reimbursed, during the period that ends on the earliest of (x) the date the Executive or the Qualified Beneficiary, as the case may be, ceases to be eligible for COBRA Coverage, (y) the last day of the consecutive eighteen (18) month period following the date of the Executive's termination of employment and (z) the date the Executive or the Qualified Beneficiary, as the case may be, is covered by another group health plan. To reimburse any COBRA premium payment under this paragraph, the Company must receive documentation of the COBRA premium payment within ninety (90) days of its payment. View More
Found in Riot Blockchain, Inc. contract
View All 23 Similar Clauses
Severance Compensation. Upon termination If, at any time prior to the expiration of the Employment Period, the Company terminates Executive without Cause (as defined below) or Executive terminates his employment for any reason, with Good Reason (as defined below), then the Company shall pay or provide all of the following to Executive: (a) Executive shall be entitled to: (A) all Base Salary earned through the date to (1) reimbursement of termination to be paid according to Section 4; (B) any and all reasonable business... expenses paid or incurred by the Executive in connection with and related to the performance of his duties and responsibilities for the Company during the period ending on through the termination date to be paid according date, pursuant to Section 8; (C) 9 below, (2) receipt of any accrued but unused vacation paid time off through the termination date in accordance with Company policy; and (D) any Annual Bonuses earned through policy, as in effect as of the date of termination to be paid according to Section 5(a); termination, (3) receipt of any earned but unpaid Base Salary accrued through Executive's last date of employment with the Company, and I all Share Awards earned and vested prior to termination. Additionally, if the Executive's employment is terminated prior to expiration (4) receipt of the Employment Period (including due to his death or Disability, as defined in Section 12(b)) unless the Executive's employment is terminated for Cause (as defined in Section 12(c)) or the Executive terminates his employment without Good Reason (as defined in Section 12(d) and other than for a Change in Control as provided in Section 12(d) and Section 12(f)), the Executive shall be entitled to receive a cash an amount equal to one hundred percent (100%) of the sum a portion of the Executive's Base Salary earned during the six (6) months immediately preceding the date Salary, as set forth in Section 6(c) below (all of termination (herein these payments are collectively the "Separation Payment"); provided, Payment"), provided that to be eligible to be paid the Base Salary portion of the Separation Payment described in Section 6(a)(4), Executive executes must execute an agreement releasing Company and its affiliates from any liability associated with this Agreement in form and terms satisfactory to the Company and that all time periods imposed by law permitting cancellation or revocation of such release is irrevocable at the time the Separation Payment is first payable under this Section 6 by Executive shall have passed or expired; and the Executive complies with his other obligations under Sections 13 and 14 of this Agreement. 2 (b) Subject to Executive's timely election of continuation coverage under the terms hereof, one-half (1/2) Consolidated Omnibus Budget Reconciliation Act of the Separation Payment shall be paid within thirty (30) days of the Executive's termination of employment ("Initial Payment"), provided that the Executive has executed a release; and the balance of the Separation Payment shall be paid in substantially equal installments on the Company's regular payroll dates beginning with the first payroll date coincident with or immediately following the Initial Payment and ending with the last payroll date that occurs in the third calendar year beginning after the Executive's termination of employment. The Executive may continue coverage 1985, as amended ("COBRA") with respect to the Company's group health insurance plans as permitted by in which the Consolidated Omnibus Budget Reconciliation Act Employee participated immediately prior to the termination date ("COBRA Continuation Coverage"), the Company will pay the cost of 1985 ("COBRA") COBRA Continuation Coverage for himself and each of his "Qualified Beneficiaries" as defined by COBRA ("COBRA Coverage"). The Company shall reimburse the amount of any COBRA premium paid for COBRA Coverage timely elected by and for the Executive and any Qualified Beneficiary of the Executive, and not otherwise reimbursed, during the period that ends on his eligible dependents until the earliest of (x) the date the (i) Executive or the Qualified Beneficiary, and his eligible dependents, as the case may be, ceases ceasing to be eligible under COBRA, or (ii) twelve (12) months following the termination date (the benefits provided under this Section 6(b), the "Medical Continuation Benefits") or until such time as Executive shall obtain reasonably equivalent benefits for COBRA Coverage, (y) the last day him and his eligible dependents from subsequent employment or spousal benefits. (c) The Base Salary portion of the consecutive eighteen (18) month period following Separation Payment described in Section 6(a)(4) above shall be the date remaining salary that would otherwise be paid to Executive for the remainder of the Employment Period, but in no event shall this amount be less than twelve (12) months of Executive's termination Base Salary (at the rate that was in effect at the time of employment termination). Such Base Salary portion shall be paid at such time and (z) in such manner as such Base Salary would have been paid had Executive remained employed in accordance with the date the Executive or the Qualified Beneficiary, as the case may be, is covered by another group health plan. To reimburse any COBRA premium payment under this paragraph, the Company must receive documentation customary payroll practices of the COBRA premium payment Company, except that, to the extent Executive becomes entitled to a Separation Payment on account of a separation from service that occurs within ninety (90) 120 days after a Change of its payment. Control (to the extent such Change of Control meets the requirements for a change in control event under Section 409A), the Base Salary portion of such Separation Payment shall be payable in a lump sum within 60 days following such separation from service subject to all other terms and conditions herein. Notwithstanding anything herein to the contrary, in the event that the period in which a release agreement could be considered and become irrevocable spans two taxable years, any Separation Payment that becomes payable hereunder shall be paid or commence in the later of the two taxable years, subject to all other terms and conditions herein. View More
Found in AUDIOEYE INC contract
Severance Compensation. Upon termination of Executive's employment for any reason, (other than upon the expiration of the Employment Period): (i) Executive shall be entitled to: (A) all to receive any earned but unpaid Base Salary earned through the date of termination date; (ii) Executive shall be entitled to be paid according to Section 4; (B) receive any and all reasonable expenses paid or incurred by the Executive in connection with and related to the performance of his duties and responsibilities for the Company d...uring the period ending on the termination date date, and (iii) Executive shall be entitled to be paid according to Section 8; (C) receive any accrued but unused vacation time through the termination date in accordance with Company policy; and (D) any Annual Bonuses earned through the date of termination to be paid according to Section 5(a); and I all Share Awards earned and vested prior to termination. Additionally, if the Executive's employment is terminated prior to expiration of the Employment Period (including due to his death or Disability, as defined in Section 12(b)) date. Further, unless the Executive's employment is terminated as a result of his death or Disability or for Cause (as defined in Section 12(c)) or the Executive terminates his employment without Good Reason (as defined in Section 12(d) and other than for Reason, then upon the termination or non-renewal of Executive's employment, the Company shall pay to Executive a Change in Control "Separation Payment" as provided in Section 12(d) and Section 12(f)), follows: a. the Company shall pay Executive shall be entitled to receive a cash an amount equal to one hundred percent (100%) four (4) weeks of the sum of the Executive's Base Salary earned during (as in effect immediately prior to the six (6) months immediately preceding termination date) for each full year of service; and b. commencing on the date that shall be one (1) year from the Effective Date, should Executive, at Executive's sole and exclusive option, provide the Company with the Company's then reasonable and standard form of termination (herein the "Separation Payment"); provided, that the Executive executes an separation, waiver and release agreement releasing Company and its affiliates from any liability associated with this Agreement and such release is irrevocable at within 30 days of termination, then the time Company shall: 2 i.pay to Executive the Separation Payment is first payable under this Section 6 and Base Salary (in effect immediately prior to the termination date) an amount equal to the lesser of what the Executive complies with his other obligations under Sections 13 and 14 of this Agreement. Subject to would have received if the terms hereof, one-half (1/2) Employment Period ended after (1) the expiration of the Separation Payment shall be paid within thirty (30) days remaining portion of the Executive's termination of employment ("Initial Payment"), provided that the Executive has executed a release; and the balance of the Separation Payment shall be paid in substantially equal installments on the Company's regular payroll dates beginning with the first payroll date coincident with or immediately following the Initial Payment and ending with the last payroll date that occurs in the third calendar year beginning after the Executive's termination of employment. The Executive may continue coverage with respect to the Company's group health plans as permitted by the Consolidated Omnibus Budget Reconciliation Act of 1985 ("COBRA") for himself and each of his "Qualified Beneficiaries" as defined by COBRA ("COBRA Coverage"). The Company shall reimburse the amount of any COBRA premium paid for COBRA Coverage timely elected by and for the Executive and any Qualified Beneficiary of the Executive, and not otherwise reimbursed, during the period that ends on the earliest of (x) the date the Executive Term or the Qualified Beneficiary, then applicable Renewal Term, as the case may be, ceases to or (2) the 18-month period commencing on the date Executive is terminated (in either case, the "Separation Period"), the amount calculated under this subparagraph shall be eligible payable in one lump sum, and ii.provide or reimburse Executive for COBRA Coverage, (y) the last day entirety of the consecutive eighteen (18) month period following Separation Period for the same or substantially the same medical, dental, long-term disability and life insurance pursuant to Section 9 to which Executive was entitled hereunder as of the date of termination provided, however, that in the case of such medical and dental insurance, that Executive makes a timely election for continuation coverage under COBRA, iii.pay Executive, in one lump sum, an amount equal to the product obtained by multiplying (x) the maximum Annual Bonus as set forth in Section 5 which Executive would have been otherwise entitled to receive by (y) the fraction in which the numerator is the number of calendar months worked including the entire month in which severance occurred and the denominator of which is 12. If the Annual Bonus cannot be determined at the time the Executive's termination of employment and (z) the date the Executive or the Qualified Beneficiary, as the case may be, is covered by another group health plan. To reimburse any COBRA premium payment under this paragraph, terminated then, if possible, the Company must receive documentation and Executive shall make a good faith effort to estimate the amount of the COBRA premium payment within ninety (90) days Annual Bonus and adjust such amount promptly following the completion of the Company's annual audit; and iv.all outstanding Options and other Equity Awards held by Executive immediately prior to the termination date shall immediately vest and become fully exercisable for a period of 24 months following Executive's termination date regardless of the terms of the option plan or option agreement. Unless otherwise specified, the Company shall make such payments in accordance with its payment. regular payroll schedule. View More
Found in DPW Holdings, Inc. contract
Severance Compensation. (a) Upon termination of employment for any reason, the Executive shall be entitled to: (A) all Base Salary earned through the date of termination to be paid according to Section 4; (B) any and all reasonable expenses paid or incurred by the Executive in connection with and related to the performance of his duties and responsibilities for the Company during the period ending on the termination date Annual Bonuses, pro-rated, to be paid according to in accordance with Section 8; 5(a) and Section 5...(b) above (unless termination is for Cause, as defined below) ; (C) any all accrued but unused vacation time through the time, and (d) reimbursement of all reasonable expenses as set forth in Section 8. (b) Upon termination date in accordance with of employment by Company policy; and (D) for any Annual Bonuses earned through the date of termination to be paid according to Section 5(a); and I all Share Awards earned and vested prior to termination. Additionally, if the Executive's employment is terminated prior to expiration of the Employment Period (including due to his death or Disability, reason other than for cause ("Cause") as defined in Section 12(b)) unless the Executive's 11(c), or upon termination of employment is terminated by Executive for Cause (as good reason ("Good Reason") as defined in Section 12(c)) or the Executive terminates his employment without Good Reason (as defined in Section 12(d) and other than for a Change in Control as provided in Section 12(d) and Section 12(f)), the 11(d)(1), Executive shall be entitled to receive receipt of all vested and unvested shares contemplated in the Executive Award in accord with the any vesting schedule as if no termination occurred. (c) In the event of a cash amount equal to termination by the Company without Cause, by the Executive for Good Reason or by the Executive within one hundred percent (100%) of the sum of the Executive's Base Salary earned during the six (6) months immediately preceding the date of termination (herein the "Separation Payment"); provided, that the Executive executes an agreement releasing Company and its affiliates from any liability associated with this Agreement and such release is irrevocable at the time the Separation Payment is first payable under this Section 6 and the Executive complies with his other obligations under Sections 13 and 14 of this Agreement. Subject to the terms hereof, one-half (1/2) of the Separation Payment shall be paid within thirty (30) eighty days (180) days of the occurrence of a Change of Control (as defined below) and subject to the additional provisions of Section 11(d)(3), then in addition to the severance compensation set forth in Section 6(a) and 6(b), Executive shall also be entitled to the following enhanced separation benefits ("Enhanced Separation Benefits"): (i) the greater of Executive's termination of employment ("Initial Payment"), provided that the Executive has executed a release; and continued Base Salary through the balance of the Separation Payment shall Employment Period, as renewed, or twenty-four (24) months of Executive's then Base Salary; (ii) continued participation in Company welfare benefit plans (including health benefits) on the same terms as immediately prior to termination and to be paid in substantially equal installments on full by the Company's regular payroll dates beginning with Company for the first payroll date coincident with or immediately following the Initial Payment period of time set forth in this Section 6(c) (not to be less than twelve (12) months of continuation of benefits) and ending with the last payroll date that occurs in the third calendar year beginning after the Executive's (iii) immediate vesting of all stock options/equity awards. (d) Upon termination of employment. The Executive's continued benefits (either pursuant to Section 6(a), 6(b) or 6(c) as the case may be), the Executive may continue coverage with respect to the Company's group health plans as permitted by the Consolidated Omnibus Budget Reconciliation Act of 1985 ("COBRA") for himself and each of his "Qualified Beneficiaries" as defined by COBRA ("COBRA Coverage"). The Company shall reimburse the amount of any COBRA premium paid for COBRA Coverage timely elected by and for the Executive and any Qualified Beneficiary of the Executive, and not otherwise reimbursed, during the period that ends on the earliest of (x) the date the Executive or the Qualified Beneficiary, as the case may be, ceases to be eligible for COBRA Coverage, (y) the last day of the consecutive eighteen (18) month period following the date of the Executive's termination of employment and (z) the date the Executive or the Qualified Beneficiary, as the case may be, is covered by another group health plan. To reimburse any COBRA premium payment under this paragraph, the Company must receive documentation of the COBRA premium payment within ninety (90) days of its payment. View More
Found in TimefireVR Inc. contract
View Variations (23)
Severance Compensation. In consideration of Executive's and Heat's undertakings contained in this Agreement including executing the releases identified in Section 3: a. The parties acknowledges that Executive has been paid all of Executive's accrued base salary and expense reimbursements owed and is not owed any accrued vacation pay. b. Subject to the provisions of the next two sentences, Heat shall, pay Executive One Hundred Forty Two Thousand Five Hundred Dollars ($142,500), all of which shall be reduced by any and a...ll payroll, Medicare, Social Security, state and federal taxes or other deductions that the Company is obligated to make. Payment shall be paid to Executive in substantially equal monthly payments on the same payroll schedule that was applicable to Executive immediately prior to the Effective Date and shall commence on the first such payroll date that is more than seven days after the Effective Date. Payment under this Section 2(b) shall be made provided Executive has executed, complied with, and not revoked this Agreement and General Release. c. The severance payments described in this Sections 2 of this Agreement offered to Executive by the Company are payable in reliance on Treasury Regulation Section 1.409A-1(b)(9) and the short term deferral exemption in Treasury Regulation Section 1.409A-1(b)(4). For purposes of Code Section 409A, Executive's right to receive any installment payments under this letter (whether pay in lieu of notice, severance payments, State Continuance premiums, reimbursements or otherwise) shall be treated as a right to receive a series of separate payments and, accordingly, any installment payment hereunder shall at all times be considered a separate and distinct payment. All payments and benefits under this Agreement are subject to applicable withholdings and deductions d. The parties agree that no salary, benefits, bonus payment, vacation pay, sick pay or other payments or additional monies beyond the sums identified in this Section 2 will be made by Heat to Executive or on Executive's behalf and the parties agree that no salary, benefits, bonus payment or other payments beyond the sums identified in this Section 2 are owing. View More
Found in HEAT BIOLOGICS, INC. contract
Severance Compensation. In consideration of Executive's and Heat's undertakings contained in this Agreement including executing the releases identified in Section 3: a. The parties acknowledges acknowledge that Executive has been paid all of Executive's accrued base salary and expense reimbursements owed and Five Thousand One Hundred Forty Nine Dollars and Four Cents ($5,149.04 (which is not owed any forty two (42) hours)) pay for accrued vacation pay. pay owed (the "Accrued Vacation Pay"), which was the only Accrued V...acation pay owed to Executive. b. Subject to the provisions of the next two sentences, Heat shall, pay Executive One Hundred Forty Two Eighty Five Thousand Five Hundred Dollars ($142,500), ($85,000 (which is four months' severance)), all of which shall be reduced by any and all payroll, Medicare, Social Security, state and federal taxes or other deductions that the Company is obligated to make. Payment shall be paid to Executive in substantially equal monthly payments on the same payroll schedule that was applicable to Executive immediately prior to the Effective Date and shall commence on the first such payroll date that is more than seven days after the Effective Date. Payment under this Section 2(b) shall be made provided Executive has executed, complied with, and not revoked this Agreement and General Release. c. The severance payments described in this Sections 2 of this Agreement offered to Executive by the Company are payable in reliance on Treasury Regulation Section 1.409A-1(b)(9) and the short term deferral exemption in Treasury Regulation Section 1.409A-1(b)(4). For purposes of Code Section 409A, Executive's right to receive any installment payments under this letter (whether pay in lieu of notice, severance payments, State Continuance premiums, reimbursements or otherwise) shall be treated as a right to receive a series of separate payments and, accordingly, any installment payment hereunder shall at all times be considered a separate and distinct payment. All payments and benefits under this Agreement are subject to applicable withholdings and deductions d. The parties agree that no salary, benefits, bonus payment, vacation pay, sick pay or other payments or additional monies beyond the sums identified in this Section 2 will be made by Heat to Executive or on Executive's behalf and the parties agree that no salary, benefits, bonus payment or other payments beyond the sums identified in this Section 2 are owing. View More
Found in HEAT BIOLOGICS, INC. contract
View Variation
Severance Compensation. (a) If the Company or Subsidiary terminates the Executive's employment during the Severance Period other than pursuant to Section 3(a)(i), 3(a)(ii) or 3(a)(iii), or if the Executive terminates his employment pursuant to Section 3(b), the Company will pay to the Executive, subject to Section 18 hereof as to the Section 409A Delay, the amount described in Paragraph (1) of Annex A within five business days after the Termination Date and will continue to provide to the Executive the benefits describ...ed in Paragraphs (2) and (3) of Annex A for the periods described therein; provided, however, that no payment that would otherwise be made and no benefit that would otherwise be provided upon a termination of employment that is deferred compensation for purposes of Section 409A shall be made or provided, as the case may be, unless and until such termination of employment also constitutes a separation from service (within the meaning of Section 409A). (b) Without limiting the rights of the Executive at law or in equity, if the Company fails to make any payment or provide any benefit required to be made or provided under this Agreement on a timely basis, the Company will pay interest on the amount or value thereof at an annualized rate of interest equal to the so-called composite "prime rate" as quoted from time to time during the relevant period in The Wall Street Journal, plus 2%. Such interest will be payable as it accrues on demand. Any change in such prime rate will be effective on and as of the date of such change. (c) Notwithstanding any provision of this Agreement to the contrary, the parties' respective rights and obligations under this Section 4 and under Sections 5, 7 and 8 will survive any termination or expiration of this Agreement or the termination of the Executive's employment following a Change in Control for any reason whatsoever. View More
Found in HARMAN INTERNATIONAL INDUSTRIES INC contract
Severance Compensation. (a) If the Company or Subsidiary terminates the Executive's employment during the Severance Period other than pursuant to Section 3(a)(i), 3(a)(ii) or 3(a)(iii), or if the Executive terminates his employment pursuant to Section 3(b), the Company will pay to the Executive, subject to Section 18 hereof as to the Section 409A Delay, the amount described in Paragraph (1) of Annex A within five business days after the Termination Date and will continue to provide to the Executive the benefits describ...ed in Paragraphs (2) and (3) of Annex A for the periods described therein; provided, however, that no payment that would otherwise be made and no benefit that would otherwise be provided upon a termination of employment that is deferred compensation for purposes of Section 409A shall be made or provided, as the case may be, unless and until such termination of employment also constitutes a separation from service (within the meaning of Section 409A). (b) Without limiting the rights of the Executive at law or in equity, if the Company fails to make any payment or provide any benefit required to be made or provided under this Agreement on a timely basis, the Company will pay interest on the amount or value thereof at an annualized rate of interest equal to the so-called composite "prime rate" as quoted from time to time during the relevant period in The Wall Street Journal, plus 2%. Such interest will be payable as it accrues on demand. Any change in such prime rate will be effective on and as of the date of such change. (c) Notwithstanding any provision of this Agreement to the contrary, the parties' respective rights and obligations under this Section 4 and under Sections 5, 7 and 8 will survive any termination or expiration of this Agreement or the termination of the Executive's employment following a Change in Control for any reason whatsoever. 7 5. Limitation on Payments and Benefits. Notwithstanding any provision of this Agreement to the contrary, if any amount or benefit to be paid or provided under this Agreement would be an "excess parachute payment," within the meaning of Section 280G of the Internal Revenue Code of 1986, as amended ("Code"), or any successor provision thereto, but for the application of this sentence, then the payments and benefits identified in the last sentence of this Section 5 to be paid or provided under this Agreement will be reduced to the minimum extent necessary (but in no event to less than zero) so that no portion of any such payment or benefit, as so reduced, constitutes an excess parachute payment; provided, however, that no such reduction shall be made if it is not thereby possible to eliminate all excess parachute payments under this Agreement; and provided, further, that the foregoing reduction will be made only if and to the extent that such reduction would result in an increase in the aggregate payment and benefits to be provided, determined on an after-tax basis (taking into account the excise tax imposed pursuant to Section 4999 of the Code, or any successor provision thereto, any tax imposed by any comparable provision of state law, and any applicable federal, state and local income and employment taxes). Whether requested by the Executive or the Company, the determination of whether any reduction in such payments or benefits to be provided under this Agreement or otherwise is required pursuant to the preceding sentence will be made at the expense of the Company by the Company's independent accountants. The fact that the Executive's right to payments or benefits may be reduced by reason of the limitations contained in this Section 5 will not of itself limit or otherwise affect any other rights of the Executive other than pursuant to this Agreement. In the event that any payment or benefit intended to be provided under this Agreement or otherwise is required to be reduced pursuant to this Section 5, the Company will reduce the Executive's payment and/or benefits, to the extent required, in the following order: (i) the lump sum payment described in Paragraph (1) of Annex A; (ii) the lump sum payment described in Paragraph (3) of Annex A; and (iii) the benefits described in Paragraph (2) of Annex A. View More
Found in HARMAN INTERNATIONAL INDUSTRIES INC contract
View Variation
Severance Compensation. (a) If, following the occurrence of a Change in Control, the Company terminates the Executive's employment during the Severance Period other than pursuant to Section 3(a)(i), 3(a)(ii) or 3(a)(iii), or if the Executive terminates Executive's employment pursuant to Section 3(b) (in either case, any such termination, a "Triggering Termination"), and provided that such Triggering Termination constitutes a "separation from service" as defined in Section 409A, the Company will pay to the Executive the... amounts described in Annex A within five business days after the Termination Date (subject to the provisions of Section 4(d) of this Agreement) and will continue to provide to the Executive the benefits described in Annex A for the periods described therein. (b) Without limiting the rights of the Executive at law or in equity, if the Company fails to make any payment or provide any benefit required to be made or provided hereunder on a timely basis, the Company will pay interest on the amount or value thereof at an annualized rate of interest equal to the "prime rate" as set forth from time to time during the relevant period in The Wall Street Journal "Money Rates" column, plus 200 basis points, compounded monthly, or, if less, the maximum rate legally allowed. Such interest will be payable as it accrues on demand. Any change in such prime rate will be effective on and as of the date of such change. (c) Unless otherwise expressly provided by the applicable plan, program or agreement, after the occurrence of a Change in Control, the Company will pay in cash 7 to the Executive a lump sum amount equal to the sum of (i) any unpaid Incentive Pay that has been earned, accrued, allocated or awarded to the Executive for any performance period that by its terms as in effect prior to a Triggering Termination has been completed (any such period, a "Completed Performance Period") (regardless of whether payment of such compensation would otherwise be contingent on the continuing performance of services by the Executive) and (ii) the Pro Rata Portion of the Incentive Pay Target in effect for any subsequent performance period. For this purpose, "Pro Rata Portion" means (x) the number of days from and including the first day immediately following the last day of the immediately preceding Completed Performance Period to and including the Termination Date, divided by (y) the total number of days in such subsequent performance period. Such payments will be made at the earlier of (x) the date prescribed for payment pursuant to the applicable plan, program or agreement and (y) within five business days after the Termination Date, and will be payable and calculated disregarding any otherwise applicable vesting requirements. (d) To the extent required in order to avoid accelerated taxation and/or tax penalties under Section 409A, amounts that would otherwise be payable and benefits that would otherwise be provided pursuant to this Agreement during the six-month period immediately following the Executive's termination of employment shall instead be paid on the first business day after the date that is six months following the Executive's termination of employment (or upon the Executive's death, if earlier). In addition, for purposes of this Agreement, each amount to be paid or benefit to be provided shall be construed as a separate identified payment for purposes of Section 409A, and any payments described in Annex A that are due within the "short term deferral period" as defined in Section 409A shall not be treated as deferred compensation unless applicable law requires otherwise. View More
Found in ABM Industries Incorporated contract
Severance Compensation. (a) If, following the occurrence of a Change in of Control, the Company terminates the Executive's employment during the Severance Period Period, other than pursuant to Section 3(a)(i), 3(a)(ii) or 3(a)(iii), or if the Executive terminates Executive's employment pursuant to Section 3(b) (in either case, any such termination, a "Triggering Termination"), and provided that such Triggering Termination constitutes a "separation from service" as defined in Section 409A, the Company will pay to the Ex...ecutive the amounts described in Annex A within five business days after the Termination Date period of time set forth in Annex A (subject to the provisions of Section 4(d) of this Agreement) and will continue to provide to the Executive the benefits described in Annex A for the periods described therein. (b) Without limiting the rights of the Executive at law or in equity, if the Company fails to make any payment or provide any benefit required to be made or provided hereunder on a timely basis, the Company will pay interest on the amount or value thereof at an annualized rate of interest equal to the "prime rate" as set forth from time to time during the relevant period in The Wall Street Journal "Money Rates" column, plus 200 basis points, compounded monthly, or, if less, the maximum rate legally allowed. Such interest will be payable as it accrues on demand. Any change in such prime rate will be effective on and as of the date of such change. (c) Unless otherwise expressly provided by In the applicable plan, program or agreement, after the occurrence event of a Change in of Control, regardless of the Company will pay in cash 7 terms of any Other Agreement (i) the Executive shall become vested (immediately prior to the Executive a lump sum amount equal Change of Control) with respect to the sum unvested portion of (i) any unpaid Incentive Pay and all options to purchase the Company's common stock (and Executive shall be permitted to exercise all outstanding options so that has been earned, accrued, allocated Executive is afforded, with respect to such options, the same treatment as holders of the Company's Voting Stock), and (ii) all restrictions with respect to any Company restricted stock or awarded other equity-based awards shall lapse so that Executive is afforded, with respect to such restricted stock or other equity-based awards, the same treatment as holders of the Company's Voting Stock. Vesting shall occur pursuant to Section 4(c)(i) and restrictions shall lapse as to Section 4(c)(ii), immediately prior to the Executive for Change of Control and without regard to any performance period that by its terms as in effect requirement or standard, regardless of whether such performance requirement or standard includes or contemplates a minimum or maximum target or goal, all of which shall be deemed satisfied immediately prior to a Triggering Termination has been completed (any such period, a "Completed Performance Period") (regardless the Change of whether payment of such compensation would otherwise be contingent on the continuing performance of services by the Executive) and (ii) the Pro Rata Portion of the Incentive Pay Target in effect for any subsequent performance period. For this purpose, "Pro Rata Portion" means (x) the number of days from and including the first day immediately following the last day of the immediately preceding Completed Performance Period to and including the Termination Date, divided by (y) the total number of days in such subsequent performance period. Such payments will be made at the earlier of (x) the date prescribed for payment pursuant to the applicable plan, program or agreement and (y) within five business days after the Termination Date, and will be payable and calculated disregarding any otherwise applicable vesting requirements. Control. (d) To the extent required in order to avoid accelerated taxation and/or tax penalties under Section 409A, amounts that would otherwise be payable and benefits that would otherwise be provided pursuant to this Agreement during the six-month period immediately following the Executive's termination of employment shall instead be paid on the first business day after the date that is six months following the Executive's termination of employment (or upon the Executive's death, if earlier). In addition, for purposes of this Agreement, each amount to be paid or benefit to be provided shall be construed as a separate identified payment for purposes of Section 409A, and any payments described in Annex A that are due within the "short term deferral period" as defined in Section 409A shall not be treated as deferred compensation unless applicable law requires otherwise. View More
Found in Fogo de Chao, Inc. contract
View Variation