Severance Compensation Clause Example with 23 Variations from Business Contracts
This page contains Severance Compensation clauses in business contracts and legal agreements. An example clause is provided at the top of the page, followed by clauses with minor variations. You can view the text differences by selecting the "Show Differences" option.
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
Variations of a "Severance Compensation" Clause from Business Contracts
Severance Compensation. Upon termination If the Company terminates Executive without Cause (as defined below) or Executive terminates his employment with Good Reason (as defined below), then the Company shall pay or provide all of employment for any reason, 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 conne...ction 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) 10 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. (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 his eligible dependents until the earlier of the Executive, (i) Executive and not otherwise reimbursed, during the period that ends on the earliest of (x) the date the Executive or the Qualified Beneficiary, his eligible dependents, as the case may be, ceases ceasing to be eligible under COBRA, or (ii) four (4) 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 Separation Payment described in Section 6(a)(4) above shall be four (4) months of Executive's Base Salary (at the rate that was in effect at the time of termination), less Base Salary paid to Executive for any portion of the Notice Period (defined below) that Executive is directed by the Company not to work. Such Base Salary portion shall be paid at such time and in such manner as such Base Salary would have been paid had Executive remained employed in accordance with the customary payroll practices of the Company, except that, to the extent Executive becomes entitled to a Separation Payment on account of a separation from service that occurs within 120 days after a Change of 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 following 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. 4 7. Equity Awards. Executive shall be eligible for such grants of awards at the discretion of the Compensation Committee (or the Board, if there is no Compensation Committee) may from time to time determine (the "Share Awards"). Awards shall be subject to the applicable Plan terms and conditions; provided, however, that Awards shall be subject to any additional terms and conditions as are provided herein or in any award certificate(s), which shall supersede any conflicting provisions governing Share Awards provided under the Plan. Subject to the approval by the Compensation Committee, Executive will receive a grant of restricted stock units having a value equal to approximately $50,000 as of the date of grant, which would be subject to vesting requirements as determined by 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. Compensation Committee. View More
Severance Compensation. The Company may terminate Executive's employment during the Term by providing written notice of the termination date pursuant to Section 11(g), subject to any additional notice requirements for a termination for "Cause" set forth in Section 11(c)(2). Upon termination of Executive's employment prior to expiration of the Term, unless Executive's employment is (i) terminated for any reason, the Cause, (ii) terminated as a result of Death or Disability or (iii) Executive terminates his employment wi...thout Good Reason, then: (a) Executive shall be entitled to: (A) all to receive (i) Base Salary earned through the date termination date; (ii) reimbursement 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) date, (iii) any accrued but unused vacation time through the termination date in accordance with Company policy; 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 (iv) an amount equal to one hundred percent (100%) of the sum of the Executive's Base Salary earned (the "Separation Payment"), during the six (6) prior twelve (12) months immediately preceding the date of termination (herein the (the "Separation Payment"); provided, Period"), provided that the Executive executes an agreement releasing Company and its affiliates from any liability associated with this Agreement Executive's employment with the Company 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. Subject subject to anything 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 contrary in Section 11(d)(3), the Separation Payment shall be paid in substantially equal installments on over 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 course 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 twelve (12) months following the date of termination in accordance with 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 customary payroll practices of the COBRA premium payment within ninety (90) days of its payment. Company. View More
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
Severance Compensation. Upon termination of Executive's employment prior to expiration of the Employment Period unless the Executive's employment is terminated for any reason, Cause or Executive terminates his employment without Good 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) receive any and all reasonable expenses paid or incurred by the Executive in connection with and related to the performance of his duties and respon...sibilities for the Company during the period ending on the termination date to be paid according to Section 8; (C) date, any accrued but unused vacation time through the termination date in accordance with Company policy; policy and (D) any Annual Bonuses earned through an amount equal to Executive's Base Salary, as in effect as of 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 for the Executive's employment is terminated prior to expiration balance of the Employment Period (including due to his death or Disability, as defined in Section 12(b)) unless (the "Separation Period" and 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 payment, the "Separation Payment"); provided, Payment"), provided that the Executive (a) executes 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 and by the Executive shall have passed or expired, and (b) complies with his other obligations under Sections this Agreement as provided in Section 13 and 14 of this Agreement. Subject hereof, as a condition to the terms hereof, one-half (1/2) of the such 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 Payment. The Separation Payment shall be paid in substantially equal installments on the Company's regular payroll dates beginning accordance 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 Section 12(d)(3. Subject to the Executive's termination (1) timely election of employment. The Executive may continue continuation coverage under the Consolidated Omnibus Budget Reconciliation Act of 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"), and (2) continued payment of 1985 ("COBRA") premiums for himself and each such plans at the active employee rate (excluding, for purposes of his "Qualified Beneficiaries" as defined by calculating cost, an employee's ability to pay premiums with pre-tax dollars), the cost of COBRA ("COBRA Coverage"). The Company shall reimburse the amount of any COBRA premium paid for COBRA Continuation 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 Executive or the Qualified Beneficiary, his eligible dependents, as the case may be, ceases ceasing to be eligible under COBRA, and (y) six (6) months following the termination date (the benefits provided under this clause (ii), the "Medical Continuation Benefits") or until such time as Executive shall obtain reasonably equivalent benefits from subsequent employment or spousal benefits. 2 7. Option Grant. The Executive shall be eligible for COBRA Coverage, (y) such grants of awards under the last day Company's 2014 Equity Incentive Plan (or any successor or replacement plan adopted by the Board and approved by the stockholders of the consecutive eighteen (18) month period following the date of the Executive's termination of employment and (z) the date Company) (the "Plan"). In addition, the Executive or the Qualified Beneficiary, shall be eligible for such additional grants of awards as the case Compensation Committee or Board may be, is covered by another group health plan. To reimburse from time to time determine (the "Share Awards"). Share Awards shall be subject to the Plan terms and conditions, provided, however, that Share Awards shall be subject to any COBRA premium payment additional terms and conditions as are in any award certificate(s), which shall supersede any conflicting provisions governing Share Awards provided under this paragraph, the Company must receive documentation of the COBRA premium payment within ninety (90) days of its payment. Plan. View More
Severance Compensation. Upon termination of Executive's employment prior to expiration of the Employment Period unless the Executive's employment is terminated for any reason, Cause or Executive terminates his employment without Good 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) receive any and all reasonable expenses paid or incurred by the Executive in connection with and related to the performance of his duties and respon...sibilities for the Company during the period ending on the termination date to be paid according to Section 8; (C) date, any accrued but unused vacation time through the termination date in accordance with Company policy; policy and (D) any Annual Bonuses earned through an amount equal to Executive's Base Salary, as in effect as of the date of termination to be paid according to Section 5(a); and I all Share Awards earned and vested for the nine months prior to termination. Additionally, if such termination (the "Separation Period" and 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 payment, the "Separation Payment"); provided, Payment"), provided that the Executive (a) executes 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 and by the Executive shall have passed or expired, and (b) complies with his other obligations under Sections this Agreement as provided in Section 12 and 13 and 14 of this Agreement. hereof, as a condition to such Separation Payment. Subject to anything 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 contrary in Section 11(d)(3), the Separation Payment shall be paid in substantially equal installments on the Company's regular payroll dates beginning in accordance with the first customary payroll date coincident with or immediately following practices of the Initial Payment and ending with the last payroll date that occurs in the third calendar year beginning after Company. Subject to the Executive's termination (1) timely election of employment. The Executive may continue continuation coverage under the Consolidated Omnibus Budget Reconciliation Act of 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"), and (2) continued payment of 1985 ("COBRA") premiums for himself and each such plans at the active employee rate (excluding, for purposes of his "Qualified Beneficiaries" as defined by calculating cost, an employee's ability to pay premiums with pre-tax dollars), the cost of COBRA ("COBRA Coverage"). The Company shall reimburse the amount of any COBRA premium paid for COBRA Continuation 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 Executive or the Qualified Beneficiary, his eligible dependents, as the case may be, ceases ceasing to be eligible under COBRA, and (y) six (6) months following the termination date (the benefits provided under this clause (ii), the "Medical Continuation Benefits") or until such time as Executive shall obtain reasonably equivalent benefits from subsequent employment or spousal benefits. 2 7. Option Grant. The Executive shall be eligible for COBRA Coverage, (y) such grants of awards under the last day Company's 2014 Equity Incentive Plan (or any successor or replacement plan adopted by the Board and approved by the stockholders of the consecutive eighteen (18) month period following the date of the Executive's termination of employment and (z) the date Company) (the "Plan"). In addition, the Executive or the Qualified Beneficiary, shall be eligible for such additional grants of awards as the case Compensation Committee or Board may be, is covered by another group health plan. To reimburse from time to time determine (the "Share Awards"). Share Awards shall be subject to the Plan terms and conditions, provided, however, that Share Awards shall be subject to any COBRA premium payment additional terms and conditions as are in any award certificate(s), which shall supersede any conflicting provisions governing Share Awards provided under this paragraph, the Company must receive documentation of the COBRA premium payment within ninety (90) days of its payment. Plan. View More
Severance Compensation. Upon termination of In the event the Executive terminates this Agreement and his employment with the Company for any reason, Good Reason or the Company terminates this Agreement and Executive's employment with the Company without Cause, the Executive shall be entitled to: (A) all Base Salary earned through the date of termination 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 hi...s duties and responsibilities for the Company during the period ending on the termination date to be paid according to Section 8; (C) date, any accrued but unused vacation time through the termination date in accordance with Company policy; policy and, for a period of 12 months (the "Separation Period"), an amount equal to Executive's Base Salary and (D) any Annual Bonuses earned through Bonus during the prior twelve months as in effect as of 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 (the "Separation Payment"), 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 in form and such release is irrevocable at terms satisfactory to the time the Separation Payment is first payable under this Section 6 Company and the Executive complies with his other obligations under Sections this Agreement as provided in Section 12 and 13 and 14 of this Agreement. Subject hereof, as a condition to the terms hereof, one-half (1/2) of the such 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 Payment. The Separation Payment shall be paid in substantially equal installments on the Company's regular payroll dates beginning in accordance with the first customary 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 practices 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. Company. View More
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 the Executive executes 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. Subject subject to anything 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 contrary in Section 11(d)(3), the Separation Payment shall be paid in substantially equal installments on the Company's regular payroll dates beginning accordance with the first customary payroll date coincident with or immediately following practices of the Initial Payment Company; and ending with 2 (b) Subject to Executive's timely election of continuation coverage under the last payroll date that occurs in the third calendar year beginning after the Executive's termination Consolidated Omnibus Budget Reconciliation Act 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 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. termination). View More
Severance Compensation. Upon termination of Executive's employment prior to expiration of the Employment Period unless Executive's employment is terminated for any reason, the Cause or Executive terminates his employment without Good Reason, then: (a) Executive shall be entitled to: (A) all Base Salary earned through the date of termination 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 during the period ending on the termination date to be paid according to Section 8; (C) date, any accrued but unused vacation time through the termination date in accordance with Company policy; policy and (D) any Annual Bonuses earned through an amount equal to Executive's Base Salary and bonuses, if any, during the prior twelve (12) months (the "Separation Period"), (due and payable subject to Section 15 below) as in effect as of 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 (the "Separation Payment"), 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 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. Subject subject to anything 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 contrary in Section 11(d)(iii), the Separation Payment shall be paid in substantially equal installments on the Company's regular payroll dates beginning in accordance with the first customary payroll date coincident with or immediately following practices of the Initial Payment Company; and ending with (b) Subject to Executive's (1) timely election of continuation coverage under the last payroll date that occurs in the third calendar year beginning after the Executive's termination Consolidated Omnibus Budget Reconciliation Act 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"), and (2) continued payment of 1985 ("COBRA") premiums for himself and each such plans at the active employee rate (excluding, for purposes of his "Qualified Beneficiaries" as defined by calculating cost, an employee's ability to pay premiums with pre-tax dollars), the Company will pay, or reimburse Executive, the cost of COBRA ("COBRA Coverage"). The Company shall reimburse the amount of any COBRA premium paid Continuation Coverage 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 Executive or the Qualified Beneficiary, his eligible dependents, as the case may be, ceases ceasing to be eligible for COBRA Coverage, under COBRA, and (y) the last day of the consecutive eighteen (18) month period twelve (12) months following the termination 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 (the benefits provided under this paragraph, clause (b), the Company must receive documentation of the COBRA premium payment within ninety (90) days of its payment. "Medical Continuation Benefits") or until such time as Executive shall obtain reasonably equivalent benefits from subsequent employment or spousal benefits. View More
Severance Compensation. Upon termination of Executive's employment prior to expiration of the Employment Period unless Executive's employment is terminated for any reason, the Cause or Executive terminates her employment without Good Reason, then: (a) Executive shall be entitled to: (A) all Base Salary earned through the date of termination 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 her duties ...and responsibilities for the Company during the period ending on the termination date to be paid according to Section 8; (C) date, any accrued but unused vacation time through the termination date in accordance with Company policy; policy and (D) any Annual Bonuses earned through an amount equal to Executive's Base Salary during the prior six (6) months (the "Separation Period"), as in effect as of 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 (the "Separation Payment"), 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 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. Subject subject to anything 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 contrary in Section 11(d)(3), the Separation Payment shall be paid in substantially equal installments on the Company's regular payroll dates beginning in accordance with the first customary payroll date coincident with or immediately following practices of the Initial Payment Company; and ending with (b) Subject to Executive's: (1) timely election of continuation coverage under the last payroll date that occurs in the third calendar year beginning after the Executive's termination Consolidated Omnibus Budget Reconciliation Act 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") and (2) continued payment of 1985 ("COBRA") premiums for himself and each such plans at the active employee rate (excluding, for purposes of his "Qualified Beneficiaries" as defined by calculating cost, an employee's ability to pay premiums with pre-tax dollars), the Company will pay, or reimburse Executive, the cost of COBRA ("COBRA Coverage"). The Company shall reimburse the amount of any COBRA premium paid Continuation Coverage 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 her eligible dependents until the earliest of of: (x) the date the Executive or the Qualified Beneficiary, her eligible dependents, as the case may be, ceases ceasing to be eligible for under COBRA Coverage, and (y) the last day of the consecutive eighteen (18) month period twelve (12) months following the termination 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 (the benefits provided under this paragraph, clause (b), the Company must receive documentation of the COBRA premium payment within ninety (90) days of its payment. "Medical Continuation Benefits") or until such time as Executive shall obtain reasonably equivalent benefits from subsequent employment or spousal benefits. View More
Severance Compensation. Upon termination of Executive's employment prior to expiration of the Employment Period unless Executive's employment is terminated for any reason, the Cause or Executive terminates his or her employment without Good Reason, then: (a) Executive shall be entitled to: (A) all Base Salary earned through the date of termination 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 or h...er duties and responsibilities for the Company during the period ending on the termination date to be paid according to Section 8; (C) date, any accrued but unused vacation time through the termination date in accordance with Company policy; 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 an amount equal to one hundred percent (100%) of the sum a portion of the Executive's Base Salary earned during the six (6) prior twelve (12) months immediately preceding as described below (the "Separation Period"), as in effect as of the date of termination (herein the (the "Separation Payment"); provided, Payment"), provided that the Executive executes 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. Subject subject to anything 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 contrary in Section 11(d)(3), the Separation Payment shall be paid in substantially equal installments on the Company's regular payroll dates beginning in accordance with the first customary payroll date coincident with or immediately following practices of the Initial Payment Company; and ending with (b) Subject to Executive's (1) timely election of continuation coverage under the last payroll date that occurs in the third calendar year beginning after the Executive's termination Consolidated Omnibus Budget Reconciliation Act 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"), and (2) continued payment of 1985 ("COBRA") premiums for himself and each such plans at the active employee rate (excluding, for purposes of his "Qualified Beneficiaries" as defined by calculating cost, an employee's ability to pay premiums with pre-tax dollars), the Company will pay, or reimburse Executive, the cost of COBRA ("COBRA Coverage"). The Company shall reimburse the amount of any COBRA premium paid Continuation Coverage 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 or her eligible dependents until the earliest of (x) the date the Executive or the Qualified Beneficiary, his or her eligible dependents, as the case may be, ceases ceasing to be eligible for COBRA Coverage, under COBRA, and (y) twelve (12) months following the last day termination date (the benefits provided under this clause (b), the "Medical Continuation Benefits") or until such time as Executive shall obtain reasonably equivalent benefits from subsequent employment or spousal benefits. 2 (c) The Separation Payment described in Section 6(a) above shall be the remaining salary that would otherwise be paid in the contract period but not less than twelve (12) months of salary in the form 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. Separation Payment. View More
