Payments Upon Certain Terminations Clause Samples

Payments Upon Certain Terminations. (i) In the event of a termination of the Employee's employment Without Cause or a termination by the Employee of his employment for Good Reason, the Employer shall pay to the Employee (A) (1) the greater of (x) his Base Salary, if any, for the period from the Date of Termination through the last day of the Initial Term, provided that Employer may, at any time, pay to the Employee in a single lump sum an amount equal to the Base Salary remaining to be paid to the Employee as of the date of such lump sum payment and (y) an amount equal to one year's Base Salary, less (2) any amounts paid or to be paid to the Employee under the terms of any severance plan or program of Employer, if any, as in effect on the Date of Termination and (B) a Pro Rata Share of the Annual Bonus (as defined below). If the Employee's employment shall terminate and he is entitled to receive salary continuation payments under this Section 6(f)(i), and if the Employee obtains new employment, any salary continuation payments to which the Employee may be entitled pursuant to this Section 6(f)(i) shall be reduced or canceled to the extent that the Employee receives salary and other cash compensation from such employment. Any benefits payable to the Employee under any otherwise applicable plans, policies and practices of Employer shall not be limited by this provision. (ii) If the Employee's employment shall terminate upon his death or Disability or if Employer shall terminate the Employee's employment for Cause, Employer shall pay the Employee his full Base Salary through the Date of Termination, plus, in the case of termination upon the Employee's death or Disability, a Pro Rata Share of the Annual Bonus. Any benefits payable to or in respect of the Employee under any otherwise applicable plans, policies and practices of the Employer shall not be limited by this provision. (iii) For purposes of this Section 6, the "Pro Rata Share of the Annual Bonus" shall be calculated and paid as follows. If the Employee is terminated prior to July 1 of any year, the Pro Rata Share of the Annual Bonus (A) will be equal to the product of (1) the Annual Bonus, calculated assuming that 100% of the Operating Target is achieved in such year, and (2) a fraction equal to the number of full months in such year prior to the Date of Termination over 12, and (B) will be paid to the Employee within 30 days after the Date of Termination. If the Employee is terminated on or after July 1 of any year, the Pro Rata Share ...

Payments Upon Certain Terminations. (i) In the event of a termination of Executive's employment by the Company Without Cause or a termination by Executive of his employment for Good Reason during the Employment Period, the Company shall pay to Executive (or, following his death, to Executive's estate) within 30 days of the Date of Termination his (x) full Base Salary through the Date of Termination, (y) reimbursement for any unreimbursed business expenses incurred by Executive prior to the Date of Termination that are subject to reimbursement pursuant to Section 6(b) and (z) payment for vacation time accrued as of the Date of Termination but unused (such amounts under clauses (x), (y) and (z), collectively the "Accrued Obligations"). In addition, in the event of any such termination of Executive's employment, provided Executive executes and delivers to the Company a Release and Discharge of Claims (that shall not impose upon Executive any broader restrictive covenant or post-employment limitation than those contained in this Agreement) in a form acceptable to the Company, Executive (or, following his death, Executive's estate) shall be entitled to the following payments and benefits, as liquidated damages: (A) continued payments of the Base Salary, payable in installments in accordance with the Company's regular payroll policies, for the period beginning on the Date of Termination and ending on the eighteen months anniversary of the Date of Termination (the "Severance Period"); (B) a portion of Executive's Bonus for the fiscal year of the Company that includes the Date of Termination, such portion to equal the product (such product, the "Pro Rata Bonus") of (1) the Bonus that would have been payable to Executive for such year had he remained employed for the entire fiscal year and as though Executive and the Company each achieved (but not exceeded) the target performance objectives for such year established by the Board or a committee thereof, multiplied by (2) a fraction, the numerator of which is equal to the number of days in such fiscal year that precede the Date of Termination and the denominator of which is equal to 365, such amount to be payable to Executive within five business days following the date (the "Bonus Payment Date") annual bonuses for such fiscal year are actually paid by the Company to its active executives; (C) payment of an amount equal to 150% of the Average Annual Bonus (as defined below), such amount to be paid in two equal installments, the first such installment t...

Payments Upon Certain Terminations. (i) In the event of a termination of Executive's employment by the Company Without Cause or a termination by Executive of his employment for Good Reason during the Employment Period, the Company shall pay to Executive (or, following his death, to Executive's estate) within 30 days of the Date of Termination his (x) full Base Salary through the Date of Termination, (y) reimbursement for any unreimbursed business expenses incurred by Executive prior to the Date of Termination that are subject to reimbursement pursuant to Section 6(b) and (z) payment for vacation time accrued as of the Date of Termination but unused (such amounts under clauses (x), (y) and (z), collectively the "Accrued Obligations"). In addition, in the event of any such termination of Executive's employment, provided Executive executes and delivers to the Company a Release and Discharge of Claims in a form acceptable to the Company, Executive (or, following his death, Executive's estate) shall be entitled to the following payments and benefits, as liquidated damages: (A) continued payments of the Base Salary, payable in installments in accordance with the Company's regular payroll policies, for the period beginning on the Date of Termination and ending on the second anniversary of the Date of Termination (the "Severance Period"); (B) a portion of Executive's Bonus for the fiscal year of the Company that includes the Date of Termination, such portion to equal the product (such product, the "Pro Rata Bonus") of (1) the Bonus that would have been payable to Executive for such year had he remained employed for the entire fiscal year and had Executive and the Company each achieved (but not exceeded) the target performance objectives for such year established by the Board or a committee thereof, multiplied by (2) a fraction, the numerator of which is equal to the number of days in such fiscal year that precede the Date of Termination and the denominator of which is equal to 365, such amount to be payable to Executive within five business days following the date (the "Bonus Payment Date") annual bonuses for such fiscal year are actually paid by the Company to its active executives; (C) payment of an amount equal to 200% of the Average Bonus (as defined below), such amount to be paid in two equal installments, the first such installment to be paid within five business days following the Bonus Payment Date for the fiscal year of

Payments Upon Certain Terminations. The parties agree that Section 8.(f)(i) is hereby amended to add new subsections (F) and (G) immediately following Section 8.(f)(i) (E), reading as follows:

Payments Upon Certain Terminations. In consideration of Executive’s acceptance of this Agreement and Executive’s continued employment through the Termination Date, if Beacon terminates Executive’s employment without Cause or Executive terminates Executive’s employment for Good Reason (each, a “Qualifying Termination”), in addition to any annual cash incentive payable in accordance with Section 4, Beacon shall provide to Executive the following benefits: (a) Beacon shall make payments of Executive’s Base Salary on Beacon’s regular payroll dates until the end of the Term (all such payments of Base Salary, the “Cash Severance”). Subject to Section 26, the Cash Severance shall be paid in equal periodic installments on Beacon’s regular payroll dates, beginning no later than the second payroll date following the date on which the Release (as defined below) becomes irrevocable. Any payments of the Cash Severance that are not made between the Termination Date and the date on which the first payment of the Cash Severance is made on account of the Release having not yet become irrevocable shall be made on such first payment date. (b) All unvested restricted stock units and stock options held by Executive under the Beacon Roofing Supply, Inc. Amended and Restated 2014 Stock Plan (together with any successor or other plan pursuant to which Executive received restricted stock units or stock options, the “Plan”) shall vest, or in the case of such awards that are subject to performance-based vesting conditions, shall remain eligible to vest, on the date on which such restrictive stock units and stock options would have otherwise vested had Executive remained employed through such vesting date (as if Executive had remained employed by Beacon through such vesting date). Executive’s receipt of the payments and benefits described in this Section 13 is expressly conditioned upon Executive, within forty-five (45) calendar days (or such shorter period determined by Beacon) after the Termination Date, executing and delivering to Beacon a waiver and release of claims in favor of the Beacon Group and their respective directors, officers and employees in the form attached hereto as Exhibit B (a “Release”), and not thereafter revoking the Release. For the avoidance of doubt, Executive’s termination of employment by reason of death, disability or retirement (each as defined in the applicable award agreement under the Plan) shall not be deemed a termination “without Cause” under this Agreement. Accordingly, in case of s...

Payments Upon Certain Terminations. (a) Effective January 1, 2012, Section 8(f)(i)(A)(1) and Section 8(f)(i)(A)(2) of the Employment Agreement are deleted in their entireties and replaced with the following: “(A)(1) during the period commencing on the first business day following the Date of Separation from Service and ending on the six (6) month anniversary of the Date of Separation from Service, Executive shall receive, in substantially equal installments, in accordance with the Company’s regular payroll policies, an amount equal to the lesser of (x) the Safe Harbor Amount (as defined below) and (y) one-half (1/2) of the Severance (as defined below) (such lesser amount, the “Initial Severance Payment”); provided, that such payments shall commence on the 60th day following the Date of Separation from Service (the “Commencement Date”), provided, further, that the first installment payment shall equal the sum of the installments that would have been made between the Date of Separation from Service and the Commencement Date; and

Payments Upon Certain Terminations. In the event Employee’s employment hereunder is terminated without Cause or by the Employee for Good Reason, the Company shall have no further obligation to make any payments to Employee hereunder except for unpaid salary, bonus or unreimbursed expenses that have accrued but have not been paid as of the date of termination, plus, as and for severance benefits (the “Severance Benefits”): (i) the Company shall continue to pay to Employee, on a monthly basis, the Base Salary as set forth in Paragraph 2(a) hereof in effect at the time of termination less withholding as required by law, for twelve (12) months following the date of termination; (ii) the Employee shall receive a pro rata portion of the incentive bonus in respect of that year that the Employee would have received had his employment not terminated based upon the EBITDA of the Company and/or the Home and Garden Division of the Company, as may be applicable to Employee’s incentive bonus, at the time of Employee’s termination of employment without Cause or Employee’s termination of this Agreement with Good Reason, as the case may be. Payment of any sum owed to Employee hereunder shall be paid on or before the 30th day following such termination of employment. As used herein, “EBITDA” is defined to mean net income from continuing operations before interest expense, income taxes, depreciation and amortization, excluding any non-recurring or extraordinary items, as determined in accordance with generally accepted accounting principles (“GAAP”), consistently applied, as reasonably determined by the Company.

Payments Upon Certain Terminations. (i) In the event of a termination of Executive's employment during the Employment Period by the Company Without Cause, or a termination by Executive of his employment for Good Reason (any such termination, a "Qualifying Termination"), the Company shall pay to Executive (or, following his death, to Executive's beneficiaries) (A) his full Base Salary through the Date of Termination, plus any earned but unpaid annual Bonus under the Bonus Plan for the Bonus Year prior to year in which the Qualifying Termination occurs, plus all accrued and unused vacation for the year in which the Qualifying Termination occurs, through the Date of Termination; and (B) as liquidated damages in respect of claims based on provisions of this Agreement or Executive's employment with the Company and provided Executive executes and delivers a general release of all claims in form and substance mutually satisfactory to Executive and the Company, an additional amount equal to two times the sum of his Base Salary at the rate in effect hereunder immediately prior to the Qualifying Termination, payable in a single lump sum within 60 days after the Date of Termination. In addition, upon a Qualifying Termination, Executive is entitled to retain all of his vested LTI Shares. (ii) In the event of a termination of Executive's employment during the Employment Period by either the Company for Cause or by Executive without Good Reason, or as a result of Executive's death or Disability, the Company shall pay Executive (or, in the event of his death, his beneficiaries) his full Base Salary through the Date of Termination, plus any earned but unpaid annual Bonus under the Bonus Plan for the Bonus Year prior to the year in which the employment termination occurs, plus all accrued and unused vacation for the year in which the termination of employment occurs, through the Date of Termination. In addition, upon a termination described in this Section 6(f)(ii), Executive is entitled to retain all of his vested LTI Shares.

Payments Upon Certain Terminations. (i) In the event of a termination of the Employee's employment by Employer Without Cause or a termination by the Employee of his employment for Good Reason during the Employment Period, subject to Section 7(h), Employer shall pay to the Employee (or following his death, to the Employee's beneficiary): (1) his Base Salary, payable in installments, based on the Employer's regular payroll practices, for the period beginning on the Date of Termination and ending on the last day of the Employment Period, determined without regard to the fact of the termination of the Employee's employment (as the Employment Period may have been extended prior to the Date of Termination pursuant to Section 2(a) or otherwise); and (2) an amount equal to the greater of (i) the excess of: