Severance Contract Clauses (2,377)
Grouped Into 32 Collections of Similar Clauses From Business Contracts
This page contains Severance clauses in business contracts and legal agreements. We have organized these clauses into groups of similarly worded clauses.
Severance. (a) Termination Without Cause. If Executive's employment is terminated by the Company without Cause (as defined below), then, subject to compliance with Section 9, Executive will be eligible to receive a cash severance of twelve months of the Base Salary as in effect immediately before the Date of Termination (see Section 4(a) above), plus the full amount of the possible bonus compensation to which he would be entitled for the current year (see Section 4(b) above). Cash severance is payable on
... the Date of Termination. (b) Change of Control. If during Executive's employment with the Company (i) there is a Change of Control (as defined below) and (ii) Executive is not offered a Comparable Position (as defined below) by the surviving corporation, Executive will be eligible to receive a severance payment equal to (a) his annual Base Salary as in effect immediately before the Change of Control transaction plus (b) the full amount of the current year's targeted incentive bonus compensation as contemplated by Section 4(b) above, multiplied by a factor of 1.5; provided, however, that the multiplier shall be increased to a factor of two in the event the price of the Company's Common Stock payable in connection with the Change of Control transaction (the "Transaction Price") is at least $10 per share. In addition, the Company shall pay, or cause to be paid, the Executive's health insurance premiums for 1-1/2 years from the date of the Change of Control transaction or, in the event the Transaction Price is at least $10 per share, for two years. "Comparable Position" is a position with similar or greater responsibilities at Executive's then-current Base Salary and does not require Executive's relocation. "Change of Control" shall mean the sale of all or substantially all of the assets of the Company or the acquisition of the Company by another entity by means of consolidation or merger after which the then current stockholders of the Company hold less than 50% of the voting power of the surviving corporation; provided, however, that a reincorporation of the Company shall not be deemed a Change of Control. 3 (c) Accelerated Vesting upon Termination without Cause or Change of Control. In addition to the benefits provided for in this Section 8, all stock options or other equity grants awarded to Executive pursuant to a Company equity incentive plan, whether in effect on the day hereof or adopted hereafter, will vest in full and be non- forfeitable immediately before the Date of Termination referred to in Section 8(a) or the Change of Control referred to in Section 8(b). (d) Termination for Cause. If Executive's employment is terminated for Cause by the Company, then, (i) all further vesting of Executive's outstanding equity awards will terminate immediately; and (ii) all payments of compensation by the Company to Executive hereunder will terminate immediately. (e) Other Termination Including due to Death or Disability. If Executive's employment terminates for any other reason, including but not limited to, death or Disability (defined below), then, (i) Executive's outstanding equity awards will be treated in accordance with the terms and conditions of the applicable award agreement(s); (ii) all payments of compensation by the Company to Executive hereunder will terminate immediately, and (iii) Executive will be entitled to receive benefits only in accordance with the Company's then established plans, programs and practices.
View More
Severance. (a) Termination Without Cause. If Executive's employment is terminated by the Company without
Cause (as defined below), Cause, then, subject to compliance with Section 9, Executive will be eligible to receive a cash severance of
twelve six months of the Base Salary as in effect immediately before the Date of
Termination (see Section 4(a) above), plus the full amount of the possible bonus compensation to which he would be entitled for the current year (see Section 4(b) above). Termination. Cash
... severance is payable on the Date of Termination. (b) Change of In Control. If during Executive's employment with the Company (i) there is a Change of Control (as defined below) and (ii) Executive is not offered a Comparable Position (as defined below) by the surviving corporation, Executive will be eligible to receive a cash severance payment equal to (a) his annual one year's Base Salary as in effect immediately before the Change of Control transaction plus (b) and/or Date of Termination. In addition to the full amount of the current year's targeted incentive bonus compensation as contemplated by benefits provided for in this Section 4(b) above, multiplied by a factor of 1.5; provided, however, that the multiplier shall be increased 8(b), all stock options or other equity grants awarded to Executive pursuant to a factor of two Company equity incentive plan, whether in effect on the event the price of the Company's Common Stock payable day hereof or adopted hereafter, will vest in connection with full and be non-forfeitable immediately before the Change of Control transaction (the "Transaction Price") is at least $10 per share. In addition, the Company shall pay, and or cause to be paid, the Executive's health insurance premiums for 1-1/2 years from the date Date of the Change of Control transaction or, in the event the Transaction Price is at least $10 per share, for two years. Termination. A "Comparable Position" is a position with similar or greater responsibilities at the Executive's then-current Base Salary base salary and does not require the Executive's relocation. "Change of Control" shall mean the sale of all or substantially all of the assets of the Company or the acquisition of the Company by another entity by means of consolidation or merger after which the then current stockholders of the Company hold less than 50% of the voting power of the surviving corporation; provided, however, corporation, provided that a reincorporation of the Company shall not be deemed a Change of Control. 3 (c) Accelerated Vesting upon Termination without Cause or Change Cause: Treatment of Control. In Equity Incentive Awards. If Executive's employment is terminated by the Company without Cause, then in addition to the benefits provided for in this Section 8, 8(a) above, all stock options or other equity grants awarded to Executive pursuant to a any Company equity incentive plan, whether in effect on the day hereof or adopted hereafter, will vest in full and be non- forfeitable immediately before non-forfeitable as of the Date of Termination referred to in Section 8(a) or the Change of Control referred to in Section 8(b). Termination; 4 (d) Termination for Cause. If Executive's employment is terminated for Cause by the Company, then, (i) all further vesting of Executive's outstanding equity awards will terminate immediately; and (ii) all payments of compensation by the Company to Executive hereunder will terminate immediately. (e) Other Termination Including due to Accidental Death or Disability. If Executive's employment terminates for any other reason, including but not limited to, death or Disability (defined below), then, (i) Executive's outstanding equity awards will be treated in accordance with the terms and conditions of the applicable award agreement(s); (ii) all payments of compensation by the Company to Executive hereunder will terminate immediately, and (iii) Executive will be entitled to receive benefits only in accordance with the Company's then established plans, programs programs, and practices.
View More
View Variation
Severance. Your eligibility for severance upon a termination of employment will be governed by the terms of the Alphatec Severance Agreement and Alphatec Change in Control Agreement, forms of which are attached hereto as Annex A and Annex B, respectively.
Severance. Your eligibility for severance upon a termination of employment will be governed by the terms of the Alphatec Severance Agreement and Alphatec Change in Control Agreement, forms of which are attached hereto as
Annex Exhibit A and
Annex B, respectively. Exhibit B.
View Variation
Severance. Your eligibility for severance upon a termination of employment will be governed by the terms of the Alphatec Severance Agreement and Alphatec Change in Control Agreement, forms of which are attached hereto as Annex A and Annex B, respectively.
Severance. Your eligibility for severance upon a termination of employment will be governed by the terms of the Alphatec Severance Agreement and Alphatec Change in Control Agreement, forms of which are attached hereto as
Annex Exhibit A and
Annex B, respectively. Exhibit B.
View Variation
Severance. To the extent your employment is terminated by the Company without Cause or by you for Good Reason (not including death or Disability) at any time, you will be eligible for benefits under the Company's Executive Severance Plan (as most recently amended and restated as of November 2, 2015, as amended on July 9, 2021), as such plan may be further amended, restated or replaced from time to time (the "Severance Plan"), subject to satisfaction of the Severance Plan's relevant requirements (e.g.,
... incurring a qualifying termination and execution of release). Notwithstanding the foregoing, for purposes of determining the benefits due to you pursuant to the Severance Plan, (a) the following shall be deemed to be added to the end of Section I.C of the Severance Plan: "For purposes of this Plan, the Eligible Employee shall be deemed to have been involuntarily terminated by action of the Company if the Eligible Employee terminated his employment with the Company for "Good Reason" (as defined in Exhibit B to that certain Amended and Restated Letter Agreement between the Company and the Eligible Individual dated as of January 19, 2022 (the "Amended and Restated Letter Agreement"));" (b) the definition of "Pay" in Section II.A.1 of the Severance Plan, shall be deemed to be "the sum of (a) two times his or her annual base salary as shown on the Company's records at the time of termination, and (b) two times the target value of his or her annual incentive under the Company's applicable annual incentive program (or program of similar effect) for the year in which termination occurs;" and (c) a new Section II.A.4 shall be deemed to have been added to the Severance Plan, which Section II.A.4 shall be deemed to read as follows: "Prorated Bonus. Subject to compliance with Plan requirements, an Eligible Employee shall receive payment of a pro rata portion of his Annual Bonus (as defined in the Amended and Restated Letter Agreement) for the fiscal year of the Company in his termination occurs, based on the number of days of such fiscal year that elapsed through the date his employment terminated and calculated based on the actual performance results applicable to such fiscal year (with any exercise of negative discretion to be based only on achievement (or lack thereof) of previously-established performance goals and not subjective personal performance), payable at such time as bonuses are paid by the Company to senior executives pursuant to the terms of the AIP (as defined in the Amended and Restated Letter Agreement), but in no event will such amount be paid after March 15th of the calendar year following the end of the fiscal year to which the Annual Bonus relates." January 19, 2022 Page 4 10. Golden Parachute Excise Tax. If the payments and benefits provided for in this Amended and Restated Letter Agreement or otherwise payable to you from the Company constitute "parachute payments" within the meaning of Section 280G of the Internal Revenue Code of 1986, as amended (the "Code"), and would be subject to the excise tax imposed by Section 4999 of the Code, then such payments and benefits shall be subject to reduction to the extent necessary to assure that the payments and benefits provided to you under this Amended and Restated Letter Agreement will be limited to the greater of (a) the amount of payments and benefits that can be provided without triggering a parachute payment under Section 280G or (b) the maximum dollar amount of payments and benefits that can be provided so as to provide you with the greatest after-tax amount of such payments and benefits after taking into account any excise tax you may incur under Section 4999 with respect to those payments and benefits and any other benefits or payments to which you may be entitled in connection with any change in control or ownership of the Company under Section 280G or the subsequent termination of your employment. To the extent reduction of any payments and benefits is required by this Section 10 such that no portion of your severance benefits will be subject to the excise tax imposed by Section 4999, the severance benefits shall be reduced in the following order: (i) cash severance pay, (ii) cash payments based on the awards granted pursuant to the 2016 Plan and Section 7 of this Amended and Restated Letter Agreement, and (iii) any equity awards granted to you.
View More
Severance. To the extent your employment is terminated by the Company without Cause or by you for Good Reason (not including death or Disability) at any time, you will be eligible for benefits under the Company's Executive Severance Plan (as most recently amended and restated as of
November 2, 2015, as amended on July 9, 2021), January 1, 2015), as such plan may be further amended, restated or replaced from time to time (the "Severance Plan"), subject to satisfaction of the Severance Plan's relevant
... requirements (e.g., incurring a qualifying termination and execution of release). Notwithstanding the foregoing, for purposes of determining the benefits due to you pursuant to the Severance Plan, (a) the following shall be deemed to be added to the end of Section I.C of the Severance Plan: "For purposes of this Plan, the Eligible Employee shall be deemed to have been involuntarily terminated by action of the Company if the Eligible Employee terminated his employment with the Company for "Good Reason" (as defined in Exhibit B A to that certain Amended and Restated Letter Agreement between the Company and the Eligible Individual dated as of January 19, 2022 July 30, 2015 (the "Amended and Restated Letter "Letter Agreement"));" July 30, 2015 Page 6 (b) the definition of "Pay" in Section II.A.1 of the Severance Plan, shall be deemed to be "the sum of (a) two times his or her annual base salary as shown on the Company's records at the time of termination, and (b) two times the target value of his or her annual incentive under the Company's applicable annual incentive program (or program of similar effect) for the year in which termination occurs;" and (c) a new Section II.A.4 shall be deemed to have been added to the Severance Plan, which Section II.A.4 shall be deemed to read as follows: "Prorated Bonus. Subject to compliance with Plan requirements, an Eligible Employee shall receive payment of a pro rata portion of his Annual Bonus (as defined in the Amended and Restated Letter Agreement) for the fiscal year of the Company in his termination occurs, based on the number of days of such fiscal year that elapsed through the date his employment terminated and calculated based on the actual performance results applicable to such fiscal year (with any exercise of negative discretion to be based only on achievement (or lack thereof) of previously-established performance goals and not subjective personal performance), payable at such time as bonuses are paid by the Company to senior executives pursuant to the terms of the AIP (as defined in the Amended and Restated Letter Agreement), but in no event will such amount be paid after March 15th of the calendar year 75th day following the end of the fiscal year to which the Annual Bonus relates." January 19, 2022 Page 4 10. Golden Parachute Excise Tax. If The treatment of your Long-Term Incentive Awards and Sign-on Award in the payments and benefits provided for in this Amended and Restated Letter Agreement or otherwise payable to you from the Company constitute "parachute payments" within the meaning of Section 280G of the Internal Revenue Code of 1986, as amended (the "Code"), and would be subject to the excise tax imposed by Section 4999 of the Code, then such payments and benefits shall be subject to reduction to the extent necessary to assure that the payments and benefits provided to you under this Amended and Restated Letter Agreement will be limited to the greater of (a) the amount of payments and benefits that can be provided without triggering a parachute payment under Section 280G or (b) the maximum dollar amount of payments and benefits that can be provided so as to provide you with the greatest after-tax amount event of such payments termination is as provided in Sections 7 and benefits after taking into account any excise tax you may incur under Section 4999 with respect to those payments and benefits and any other benefits or payments to which you may be entitled in connection with any change in control or ownership of the Company under Section 280G or the subsequent termination of your employment. To the extent reduction of any payments and benefits is required by this Section 10 such that no portion of your severance benefits will be subject to the excise tax imposed by Section 4999, the severance benefits shall be reduced in the following order: (i) cash severance pay, (ii) cash payments based on the awards granted pursuant to the 2016 Plan and Section 7 of this Amended and Restated Letter Agreement, and (iii) any equity awards granted to you. 8 above, respectively.
View More
View Variation
Severance. You are eligible for severance benefits pursuant to the Company's Change in Control and Severance Benefit Plan, as approved by the Board on March 11, 2019, and as may be amended from time to time in the Company and Board's sole discretion (the "Severance Plan"). You hereby acknowledge and agree that any prior written or oral promise of severance benefits are hereby extinguished and superseded by your rights pursuant to the Severance Plan.
Severance. You are eligible for severance benefits pursuant to the Company's
Change in Control and Severance
Benefit Plan, as approved by the Board on March
11, 2019, 2, 2020, and as may be amended from time to time in the Company and Board's sole discretion (the "Severance Plan"). You hereby acknowledge and agree that any prior written or oral promise of severance benefits are hereby extinguished and superseded by your rights pursuant to the Severance Plan.
View Variation
Severance. (a) General. If you are subject to an Involuntary Termination, then you will be entitled to the benefits described in this Section 5. However, this Section 5 will not apply unless you (i) have returned all Company property in your possession, (ii) have resigned as a member of the Board of Directors of the Company and all of its subsidiaries, to the extent applicable, and (iii) have executed a general release of all claims that you may have against the Company or persons affiliated with the
... Company. You must execute and return the release on or before the date specified by the Company in the prescribed form (the "Release Deadline"). The Release Deadline will in no event be later than 50 days after your Separation. If you fail to return the release on or before the Release Deadline, or if you revoke the release, then you will not be entitled to the benefits described in this Section 5. (b) Salary Continuation. If you are subject to an Involuntary Termination, then the Company will continue to pay your base salary for a period of six (6) months after your Separation. Your base salary will be paid at the rate in effect at the time of your Separation and in accordance with the Company's standard payroll procedures. The salary continuation payments will commence within sixty (60) days after your Separation and, once they commence, will include any unpaid amounts accrued from the date of your Separation. However, if the sixty (60)-day period described in the preceding sentence spans two calendar years, then the payments will in any event begin in the second calendar year. (c) Prorated Bonus. If you are subject to an Involuntary Termination, then you will be entitled to a prorated portion of your target bonus, based on the number of days you are employed by the Company during the fiscal year in which you are subject to the Involuntary Termination. The bonus will be paid to you within sixty (60) days after your Separation, however, if the sixty (60)-day period spans two calendar years, then the payments will in any event begin in the second calendar year. (d) COBRA. If you are subject to an Involuntary Termination and you elect to continue your health insurance coverage under the Consolidated Omnibus Budget 2 Reconciliation Act ("COBRA") following your Separation, then the Company will pay the same portion of your monthly premium under COBRA as it pays for active employees until the earliest of (i) the close of the six (6) month period following your Separation, (ii) the expiration of your continuation coverage under COBRA or (iii) the date when you become eligible for substantially equivalent health insurance coverage in connection with new employment or self-employment.
View More
Severance. (a) General. If you are subject to an Involuntary Termination, then you will be entitled to the benefits described in this Section
5. 6. However, this Section
5 6 will not apply unless you (i) have returned all Company property in your possession, (ii) have resigned as a member of the Board
of Directors of the Company and all of its subsidiaries, to the extent applicable, and (iii) have executed a general release of all claims that you may have against the Company or persons affiliated with the
... Company. The release must be in the form prescribed by the Company, without alterations. You must execute and return the release on or before the date specified by the Company in the prescribed form (the "Release Deadline"). The Release Deadline will in no event be later than 50 days after your Separation. If you fail to return the release on or before the Release Deadline, or if you revoke the release, then you will not be entitled to the benefits described in this Section 5. 2 Rekha Hemrajani March 17th, 2016 (b) Salary Continuation. Benefits. (i) If you are subject to an Involuntary Termination, then the Company will continue pay you severance equal to pay three (3) months of your base salary for a period of six (6) months after your Separation. Your base salary salary. This severance will be paid in the form of salary continuation at the rate in effect at the time of your Separation and in accordance with the Company's standard payroll procedures. The salary continuation payments will commence within sixty (60) 60 days after your Separation and, once they commence, will include any unpaid amounts accrued from the date of your Separation. However, if the sixty (60)-day 60-day period described in the preceding sentence spans two calendar years, then the payments will in any event begin in the second calendar year. (c) Prorated Bonus. If (ii) In addition, if you are subject to an Involuntary Termination, then you will be entitled to a prorated portion of your target bonus, based on the number of days you are employed by the Company during the fiscal year in which you are subject to the Involuntary Termination. The bonus will be paid to you within sixty (60) days after your Separation, however, if the sixty (60)-day period spans two calendar years, then the payments will in any event begin in the second calendar year. (d) COBRA. If you are subject to an Involuntary Termination and you timely elect to continue your health insurance continued coverage under the Consolidated Omnibus Budget 2 Reconciliation Act ("COBRA") following your Separation, COBRA, then the Company will pay your COBRA premiums for the same portion period of your monthly premium under COBRA as it pays for active employees until time that you are receiving the earliest of (i) salary continuation described in Section 7(b)(i) above. This benefit will cease in the close of the six (6) month period following your Separation, (ii) the expiration of your continuation coverage under COBRA or (iii) the date when event you become eligible for substantially equivalent group health insurance coverage in connection with through a new employment employer or self-employment. cease to be eligible for COBRA continuation coverage for any reason.
View More
View Variation
Severance. (a) General. If you are subject to an Involuntary Termination, then you will be entitled to the benefits described in this Section 5. However, this Section 5 will not apply unless you (i) have returned all Company property in your possession, (ii) have resigned as a member of the Board of Directors of the Company and all of its subsidiaries, to the extent applicable, and (iii) have executed a general release of all claims that you may have against the Company or persons affiliated with the
... Company. You must execute and return the release on or before the date specified by the Company in the prescribed form (the "Release Deadline"). The Release Deadline will in no event be later than 50 days after your Separation. If you fail to return the release on or before the Release Deadline, or if you revoke the release, then you will not be entitled to the benefits described in this Section 5. (b) Salary Continuation. If you are subject to an Involuntary Termination, then the Company will continue to pay your base salary for a period of six (6) months after your Separation. Your base salary will be paid at the rate in effect at the time of your Separation and in accordance with the Company's standard payroll procedures. The salary continuation payments will commence within sixty (60) days after your Separation and, once they commence, will include any unpaid amounts accrued from the date of your Separation. However, if the sixty (60)-day period described in the preceding sentence spans two calendar years, then the payments will in any event begin in the second calendar year. (c) Prorated Bonus. If you are subject to an Involuntary Termination, then you will be entitled to a prorated portion of your target bonus, based on the number of days you are employed by the Company during the fiscal year in which you are subject to the Involuntary Termination. The bonus will be paid to you within sixty (60) days after your Separation, however, if the sixty (60)-day period spans two calendar years, then the payments will in any event begin in the second calendar year. (d) COBRA. If you are subject to an Involuntary Termination and you elect to continue your health insurance coverage under the Consolidated Omnibus Budget 2 Reconciliation Act ("COBRA") following your Separation, then the Company will pay the same portion of your monthly premium under COBRA as it pays for active employees until the earliest of (i) the close of the six (6) month period following your Separation, (ii) the expiration of your continuation coverage under COBRA or (iii) the date when you become eligible for substantially equivalent health insurance coverage in connection with new employment or self-employment.
View More
Severance. (a) General. If you are subject to an Involuntary Termination, then you will be entitled to the benefits described in this Section
5. 6. However, this Section
5 6 will not apply unless you (i) have returned all Company property in your possession, (ii) have resigned as a member of the Board
of Directors of the Company and all of its subsidiaries, to the extent applicable, and (iii) have executed a general release of all claims that you may have against the Company or persons affiliated with the
... Company. The release must be in the form prescribed by the Company, without alterations. You must execute and return the release on or before the date specified by the Company in the prescribed form (the "Release Deadline"). The Release Deadline will in no event be later than 50 days after your Separation. If you fail to return the release on or before the Release Deadline, or if you revoke the release, then you will not be entitled to the benefits described in this Section 5. 2 Rekha Hemrajani March 17th, 2016 (b) Salary Continuation. Benefits. (i) If you are subject to an Involuntary Termination, then the Company will continue pay you severance equal to pay three (3) months of your base salary for a period of six (6) months after your Separation. Your base salary salary. This severance will be paid in the form of salary continuation at the rate in effect at the time of your Separation and in accordance with the Company's standard payroll procedures. The salary continuation payments will commence within sixty (60) 60 days after your Separation and, once they commence, will include any unpaid amounts accrued from the date of your Separation. However, if the sixty (60)-day 60-day period described in the preceding sentence spans two calendar years, then the payments will in any event begin in the second calendar year. (c) Prorated Bonus. If (ii) In addition, if you are subject to an Involuntary Termination, then you will be entitled to a prorated portion of your target bonus, based on the number of days you are employed by the Company during the fiscal year in which you are subject to the Involuntary Termination. The bonus will be paid to you within sixty (60) days after your Separation, however, if the sixty (60)-day period spans two calendar years, then the payments will in any event begin in the second calendar year. (d) COBRA. If you are subject to an Involuntary Termination and you timely elect to continue your health insurance continued coverage under the Consolidated Omnibus Budget 2 Reconciliation Act ("COBRA") following your Separation, COBRA, then the Company will pay your COBRA premiums for the same portion period of your monthly premium under COBRA as it pays for active employees until time that you are receiving the earliest of (i) salary continuation described in Section 7(b)(i) above. This benefit will cease in the close of the six (6) month period following your Separation, (ii) the expiration of your continuation coverage under COBRA or (iii) the date when event you become eligible for substantially equivalent group health insurance coverage in connection with through a new employment employer or self-employment. cease to be eligible for COBRA continuation coverage for any reason.
View More
View Variation
Severance. Except as required by Section 13, the Payments will commence on the first payroll period following the Release Agreement becoming effective; provided, that (i) if the Payments (or any portion thereof) constitute "deferred compensation" within the meaning of Section 409A (as defined in Section 13) and (ii) the period commencing on the date of termination and ending on the Release Deadline spans two calendar years, then the Payments (or such portion thereof that constitute "deferred
... compensation") will commence on the later of the Release Agreement becoming effective and the first payroll date of the Company in the second calendar year. Any portion of the Payments that is delayed due to the application of the preceding sentence shall be made on the date that the Payments commence. (e)The Company shall withhold all applicable federal, state and local taxes and social security and such other amounts as may be required by law from all amounts payable to the you under this Section 11. The provisions of this Section 11 shall survive any termination of this Agreement.
View More
Severance. Except as required by Section 13, the Payments will commence on the first payroll period following the Release Agreement becoming effective; provided, that (i) if the Payments (or any portion thereof) constitute "deferred compensation" within the meaning of Section 409A (as defined in Section 13) and (ii) the period commencing on the date of termination and ending on the Release Deadline spans two calendar years, then the Payments (or such portion thereof that constitute "deferred
... compensation") will commence on the later of the Release Agreement becoming effective and the first payroll date of the Company in the second calendar year. Any portion of the Payments that is delayed due to the application of the preceding sentence shall be made on the date that the Payments commence. (e)The Company shall withhold all applicable federal, state and local taxes and social security and such other amounts as may be required by law from all amounts payable to the you under this Section 11. The provisions of this Section 11 shall survive any termination of this Agreement.12.No Reliance by You on Promise or Representation Not in this Agreement. In accepting employment with the Company and signing this Agreement, you agree that you are not relying on any representation, promise or inducement that has been made by the Company or any representative on its behalf that is not explicitly stated in this Agreement. the Company is not bound by and will not be liable for any representation, promise or inducement that is not explicitly stated forth in this Agreement.
View More
View Variation
Severance. Except as required by Section 13, the Payments will commence on the first payroll period following the Release Agreement becoming effective; provided, that (i) if the Payments (or any portion thereof) constitute "deferred compensation" within the meaning of Section 409A (as defined in Section 13) and (ii) the period commencing on the date of termination and ending on the Release Deadline spans two calendar years, then the Payments (or such portion thereof that constitute "deferred
... compensation") will commence on the later of the Release Agreement becoming effective and the first payroll date of the Company in the second calendar year. Any portion of the Payments that is delayed due to the application of the preceding sentence shall be made on the date that the Payments commence. (e)The Company shall withhold all applicable federal, state and local taxes and social security and such other amounts as may be required by law from all amounts payable to the you under this Section 11. The provisions of this Section 11 shall survive any termination of this Agreement.
View More
Severance. Except as required by Section 13, the Payments will commence on the first payroll period following the Release Agreement becoming effective; provided, that (i) if the Payments (or any portion thereof) constitute "deferred compensation" within the meaning of Section 409A (as defined in Section 13) and (ii) the period commencing on the date of termination and ending on the Release Deadline spans two calendar years, then the Payments (or such portion thereof that constitute "deferred
... compensation") will commence on the later of the Release Agreement becoming effective and the first payroll date of the Company in the second calendar year. Any portion of the Payments that is delayed due to the application of the preceding sentence shall be made on the date that the Payments commence. (e)The Company shall withhold all applicable federal, state and local taxes and social security and such other amounts as may be required by law from all amounts payable to the you under this Section 11. The provisions of this Section 11 shall survive any termination of this Agreement.12.No Reliance by You on Promise or Representation Not in this Agreement. In accepting employment with the Company and signing this Agreement, you agree that you are not relying on any representation, promise or inducement that has been made by the Company or any representative on its behalf that is not explicitly stated in this Agreement. the Company is not bound by and will not be liable for any representation, promise or inducement that is not explicitly stated forth in this Agreement.
View More
View Variation
Severance. If Executive is terminated without Cause or voluntarily terminates his employment for Good Reason, the Executive shall be entitled to a lump-sum cash severance payment equivalent to one times his annual base salary in effect immediately preceding termination, but not less than $950,000, to be paid within ninety (90) days of his termination and upon receipt of any Company required release to comply with Code Section 409A. In addition, the Executive will be entitled to receive a prorated annual
... cash incentive for the year of termination, subject to satisfying performance criteria, payable consistent with the Company's normal annual cash incentive schedule included in the Company's executive incentive compensation program, attached as Schedule A. All previously granted and unvested time-based and performance-based stock compensation will immediately vest. As used in this Agreement, "Good Reason" shall mean, without the Executive's consent (i) reduction in Executive's base salary, (ii) reduction in Executive's cash bonus opportunity, (iii) reduction in Executive's stock compensation opportunity, (iv) reduction in title, duties or responsibilities, (v) any requirement that the Executive report to anyone other than the Chief Executive Officer, (vi) meaningful, involuntary relocation of Executive's principal place of business, or (vii) a material breach of this Agreement by the Company.
View More
Severance. If Executive is terminated without Cause or voluntarily terminates
his her employment for Good Reason, the Executive shall be entitled to a lump-sum cash severance payment equivalent to
one times his 9 months of her annual base salary in effect immediately preceding termination, but not less than
$950,000, $393,750, to be paid within ninety (90) days of
his her termination and upon receipt of any Company required release to comply with Code Section 409A. In addition, the Executive will be
... entitled to receive a prorated annual cash incentive for the year of termination, subject to satisfying performance criteria, payable consistent with the Company's normal annual cash incentive schedule included in the Company's executive incentive compensation program, attached as Schedule A. All previously granted and unvested time-based and performance-based stock compensation will immediately vest. As used in this Agreement, "Good Reason" shall mean, without the Executive's consent (i) reduction in Executive's base salary, (ii) reduction in Executive's cash bonus opportunity, (iii) reduction in Executive's stock compensation opportunity, (iv) reduction in title, duties or responsibilities, (v) any requirement that the Executive report to anyone other than the Chief Executive Officer, CEO or CFO, (vi) meaningful, involuntary relocation of Executive's principal place of business, or (vii) a material breach of this Agreement by the Company.
View More
View Variation
