Conditional Nature of Severance Payments Clause Samples

Conditional Nature of Severance Payments. Notwithstanding any other provision of this Section 3 or any other provision of this Agreement to the contrary:

Conditional Nature of Severance Payments. The parties agree that the following sections of Executive's Employment Agreement with the Company, dated as of the Effective Date, or as such sections may be amended from time to time, shall be incorporated herein and shall be deemed to be operative provisions of this Agreement notwithstanding any future termination of such Employment Agreement: (i) Section 9, Nondisclosure of Trade Secrets and Confidential Information, (ii) Section 10, Nonrecruitment, Nonsolicitation and Noncompetition Covena▇▇▇, (▇▇▇) ▇▇▇▇▇▇▇ ▇▇, ▇▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, (▇▇) ▇▇▇▇▇▇▇ ▇▇, ▇▇▇▇▇▇ ▇▇ Materials and Return of Materials, (v) Section 13, Inventions, Discoveries and Improvements, and (vi) Section 14, Works Made for Hire.

Conditional Nature of Severance Payments. The receipt of any severance or other benefits pursuant to Section 7 will be subject to Executive signing and not revoking a separation agreement and release of claims in a form acceptable to the Company within two and one-half (2 1/2) months following the end of the calendar year in which the Executive’s termination of employment occurs. No severance or other benefits will be paid or provided until the separation agreement and release of claims becomes effective.

Conditional Nature of Severance Payments. Notwithstanding any other provision of this Section 3 or any other provision of this Agreement to the contrary: (a) NONSOLICITATION. Employee understands and agrees that because of his employment with the Company that he will acquire or have access to certain information of a confidential and secret nature derived from the operations of the Company’s and its Affiliated Companies’ CFB Employment Agreement (▇▇▇▇▇ ▇▇▇▇▇▇▇▇) business. Employee further understands and agrees that all correspondence, customer and investor lists and information, loan pricing techniques, underwriting methods, systems and products of the Company are confidential and trade secrets (“Confidential Information”) and the disclosure or unauthorized use of such information would be detrimental to the Company. Employee understands and agrees that the nature of the Company's business is such that if Employee were to directly solicit, interfere with, or attempt to interfere with any of the Company’s customer relationships or to directly or indirectly solicit, interfere with, or attempt to interfere with any of the Company’s other employees relationships that existed at Employee’s Termination Date and during the one (1) year period following the termination of Employee's employment with the Company, then it would be injurious to the Company. Therefore in consideration of the Employee and the Company complying with the terms of his employment, and subject to the condition precedent of the Company timely providing Employee the payments called for hereunder, Employee agrees: (i) that, without the prior written consent of the Company, he will not directly or indirectly solicit interfere with or attempt to interfere with any of the Company’s customer relationships or other employee relationships that existed at Employee’s Termination Date and during the one (1) year period of time thereafter; (ii) to assist in the avoidance of the unauthorized disclosure of the Company's Confidential Information, in addition to other remedies available to the Company and its Affiliated Companies, Employee will not, and understands and agrees that his right to receive the severance consideration described in Sections 3.2 and 3.3 above (to the extent Employee is otherwise entitled to such payments thereunder) shall be conditioned upon Employee not: i) directly or indirectly engaging in (whether as an employee, consultant, agent, proprietor, principal, partner, stockholder, corporate officer, director or otherwise); ...

Conditional Nature of Severance Payments. (a) Noncompete. Executive acknowledges that the nature of the ---------- Company's business is such that if Executive were to become employed by, or substantially involved in, the business of a competitor of the Company during the twelve (12) months following the termination of Executive's employment with the Company, it would be very difficult for the Executive not to rely on or use the Company's trade secrets and confidential information. Thus, to avoid the inevitable disclosure of the Company's trade secrets and confidential information, Executive agrees and acknowledges that Executive's right to receive the severance payments set forth above (to the extent Executive is otherwise entitled to such payments) shall be conditioned upon the Executive not directly or indirectly engaging in (whether as an employee, consultant, agent, proprietor, principal, partner, stockholder, corporate officer, director or otherwise), nor having any ownership interested in or participating in the financing, operation, management or control of, any person, firm, corporation or business that competes with Company or is a customer of the Company, including, but not limited to, Adidas/Salomon, AcrTeryx, ▇▇▇▇▇▇, ▇▇▇▇ Alpine, Marmot, Moonstone, Mountain Hardware, Nike and Patagonia. Upon any breach of this section, all severance payments pursuant to this Agreement shall immediately cease.

Conditional Nature of Severance Payments. The receipt of any severance or other benefits pursuant to Section 7 will be subject to Executive signing and not revoking a separation agreement and release of claims in a form acceptable to the Company within two and one-half (2 1/2) months following the end of the calendar year in which the Executive’s termination of employment occurs. No severance or other benefits will be paid or provided until the separation agreement and release of claims becomes effective. Executive further agrees and acknowledges that Executive’s right to receive the severance payments set forth in Section 7 and any Benefits set forth in Section 3(d) (to the extent Executive is otherwise entitled to such payments or Benefits) will be conditioned upon Executive not directly or indirectly engaging in (whether as an employee, consultant, agent, proprietor, principal, partner, stockholder, corporate officer, director or otherwise), nor having any ownership interest in or participating in the financing, operation, management or control of, any person, firm, corporation or business that directly competes with the Company (or any parent or subsidiary of the Company) or is a customer of the Company (or any parent or subsidiary of the Company), in each case during the six (6) month period in which Employee is eligible to receive severance payments. Upon any breach of this section, all severance payments pursuant to Section 7 of this Agreement will immediately cease.

Conditional Nature of Severance Payments. The Employee agrees and acknowledges that the Employee's right to receive the severance payments set forth in Section 3 (to the extent the Employee is otherwise entitled to such payments) shall be conditioned upon compliance with the restriction in this section 8. In the event of any breach of this Section 8, the Company shall be entitled to recover from the Employee, and the Employee shall pay to the Company, an amount equal to the amount paid to the Employee pursuant to Section 3 multiplied by a fraction the numerator of which equals 12 less the number of months that have elapsed between the date of termination and the date of such breach, and the denominator of which is equal to 12.

Conditional Nature of Severance Payments. The Executive agrees and acknowledges that the Executive’s right to receive the severance payments set forth in Section 3.3 (to the extent the Executive is otherwise entitled to such payments) shall be conditioned upon compliance with the restrictions in this Section 5 and of Article III of the Technology and Intellectual Property Purchase Agreement to which Executive is a party.

Conditional Nature of Severance Payments. The severance payments and benefits described in Section 5.1(d), (e), (f) or (g), as applicable, will be paid only if the following conditions are satisfied: ▇. ▇▇▇▇▇▇▇ complies with all of the surviving provisions of this Agreement; and ▇. ▇▇▇▇▇▇▇ executes and delivers to the Company a full general release, in a form acceptable to the Company, releasing all claims, known or unknown, that ▇▇▇▇▇▇▇ may have through the date of such release against the Company or its affiliates, other than with respect to ▇▇▇▇▇▇▇’ rights under Section 5.1, and such release shall have become legally effective and not subject to revocation within 60 days following ▇▇▇▇▇▇▇’ termination date. The release shall not release (i) any vested rights or benefits ▇▇▇▇▇▇▇ has under any benefit plan or; (ii) any rights ▇▇▇▇▇▇▇ has under the Consolidated Omnibus Budget Reconciliation Act. The Company agrees that, if ▇▇▇▇▇▇▇’ employment with the Company terminates, ▇▇▇▇▇▇▇ is not required to seek other employment or to attempt in any way to reduce any amounts payable to him by the Company pursuant to this Agreement, and the Company will not be entitled to an offset for any amounts owed to ▇▇▇▇▇▇▇ based on amounts earned by him after the termination of his employment with the Company.