Rights in Event of Certain Termination of Employment Clause Samples

Rights in Event of Certain Termination of Employment. In the event that the Executive resigns from employment for Good Reason, by delivery of a Notice of Termination or other permitted notice to Medifast, or the Executive's employment is terminated by Medifast without Cause, Executive will be entitled to receive the payments set forth in this section.
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Rights in Event of Certain Termination of Employment. In the event that the Executive resigns from employment for Good Reason, by delivery of a Notice of Termination to ESC, or the Executive’s employment is terminated by ESC without Cause (but excluding a Disability termination), Executive shall be entitled to receive the amounts and benefits set forth in this section, in addition to accrued compensation, unreimbursed expenses described in Section 4(e), and the benefits to which he may be entitled under the terms of any plans or programs of ESC in which he is a participant or to which he is a party. (a) The Executive will be paid an amount equal to three times the sum of (i) the highest Annual Base Salary paid to him at any time under this Agreement, and (ii) the average of the annual bonuses paid to him with respect to the three calendar years immediately preceding the year of termination (or such lesser number of whole calendar years during which this Agreement has then been in effect). Such amount will be paid to the Executive in 36 equal monthly installments (without interest), beginning 30 days following the date of termination of employment. (b) In lieu of any additional benefits, except those to which he may be entitled under the terms of ESC’s employee benefit and other plans, contracts or arrangements not referred to in Clause (ii) of this subsection, the Executive will be paid or provided the lesser value of (i) (A) 22.5%, times (B) the highest Annual Base Salary paid to him under this Agreement, times (C) three, or (ii) 36 months of tax-effected (determined based on the highest relevant marginal federal, state and local rates) employee welfare benefits substantially similar to those the Executive enjoyed during the 12-month period immediately prior to his termination. (To the extent any “in kind” benefit cannot be provided for any reason, and Clause (ii) is applicable, tax-effected cash payments in lieu thereof shall be made to the Executive at such time as the benefit would otherwise be provided and at such time as any estimated or other tax payment is required.) Any applicable COBRA health care continuation coverage period under Code Section 4980B shall run consecutively with the 36-month period described in Clause (ii), if such clause applies. (c) In the event that the amounts and benefits payable under this section, when added to other amounts and benefits which may become payable to the Executive by ESC (the “Payments”), are such that he becomes subject to the excise tax provisions of Code Sec...
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Rights in Event of Certain Termination of Employment. In the event that the Executive resigns from employment for Good Reason, by delivery of a Notice of Termination to Sovereign and the Bank, or the Executive’s employment is terminated by Sovereign and/or the Bank without Cause, Executive shall be entitled to receive the amounts and benefits set forth in this section. (a) The Executive will be paid an amount equal to five (5) times the sum of (i) the highest annual base salary paid to him at any time under this Agreement, and (ii) the average of the annual bonuses paid to him with respect to the three (3) calendar years immediately preceding the year of termination. Such amount will be paid to the Executive in sixty (60) equal monthly installments (without interest), beginning thirty (30) days following the date of termination of employment. (b) For a period of sixty (60) months following the date of termination of employment, the Executive shall receive a continuation of all life, disability, medical insurance and other normal benefits in effect with respect to Executive at any time during the two (2) years prior to his termination of employment, or, if Sovereign or the Bank cannot provide such benefits because the Executive is no longer an employee, a dollar amount equal to the cost to the Executive of obtaining such benefits (or substantially similar benefits). Notwithstanding the preceding sentence, however, neither Sovereign nor the Bank shall be required to continue to provide any specific benefit in the event the Executive secures substantially similar coverage through other employment (at the employer’s cost). Executive agrees to promptly advise Sovereign and the Bank in the event the provisions of the preceding sentence become operable. (c) Upon full payment of the compensation due under Section 6(a) hereof or upon reaching the earliest age at which the Executive could retire under plans of Sovereign or of the Bank then in effect, whichever is later, Sovereign and the Bank shall pay to the Executive annual benefits for life equal to the difference between (i) what the Executive would be entitled to under the qualified and nonqualified retirement plans of Sovereign and of the Bank (including, without limitation, the Supplemental Executive Retirement Plan and any other enhanced retirement plans for executives) then in effect if he had remained in his position (at the annual salary and bonus determined under Section 6(a)) until such date as his employment pursuant to this Agreement would have otherwise...
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Rights in Event of Certain Termination of Employment. In the event that the Executive resigns from employment for Good Reason, by delivery of a Notice of Termination or other permitted notice to Main and the Bank, or the Executive's employment is terminated by Main without Cause, Executive will be entitled to receive the amounts and benefits set forth in this section. (a) Basic Payments (prior to the occurrence of a Change in Control). In the event of a termination pursuant to Section 3(b) prior to the occurrence of a Change in Control, or a termination pursuant to Section 5(a), the Executive will be paid an amount equal to the highest annualized salary paid to him during the year of termination or the immediately preceding two calendar years. Such amount will be paid to the Executive in 12 equal monthly installments (without interest), beginning 30 days following the date of termination of employment. (b) Basic Payments (following the occurrence of a Change in Control). In the event of a termination pursuant to Section 3(b) at the time of or following the occurrence of a Change in Control, or a termination pursuant to Section 5(c), the Executive will be paid an amount equal to two times the sum of (i) the highest annualized base salary paid to him during the year of termination or the immediately preceding two calendar years, and (ii) the highest bonus paid to him with respect to one of the three calendar years immediately preceding the year of termination. The Executive will, within 30 days after his termination of employment, be paid a lump sum equal to the present value of the amounts otherwise payable under this subsection. For purposes of the preceding sentence, present value will be determined by using the short-term applicable federal rate under Section 1274 of the Internal Revenue Code of 1986, as amended (the "Code"), in effect on the date of termination of employment. For purposes of this subsection, to the extent necessary, base salary and bonuses with any predecessor of Main or an affiliate thereof shall be taken into account.
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Rights in Event of Certain Termination of Employment. In the event that during the term of this Agreement as established pursuant to Section 17 the Executive resigns from employment for Good Reason, by delivery of a Notice of Termination or other permitted notice to Main and the Bank, or the Executive's employment is terminated by Main without Cause, Executive will be entitled to receive the amounts and benefits set forth in this section. (a) Basic Payments (prior to the occurrence of a Change in Control). In the event of a termination pursuant to Section 3 (b) prior to the occurrence of a Change in Control, or a termination pursuant to Section 5 (a) that is not also a termination pursuant to Section 5(c), Main shall be obligated to continue to pay the Executive his base salary in effect as of his termination for the greater of (i) the balance of the term of the Agreement, or (ii) twelve (12) 106 6 months. Such amounts will be paid to Executive in accordance with Main's normal payroll schedule. (b) Basic Payments (following the occurrence of a Change in Control). In the event of a termination pursuant to Section 3 (b) at the time of or following the occurrence of a Change in Control, or a termination pursuant to Section 5 (c), the Executive will be paid an amount equal to two times the sum of (i) the highest annualized base salary paid to him during the year of termination or the immediately preceding two calendar years, and (ii) the highest bonus paid to him with respect to one of the three calendar years immediately preceding the year of termination. The Executive will, within 30 days after his termination of employment, be paid a lump sum equal to the present value of the amounts otherwise payable under this subsection. For purposes of the preceding sentence, present value will be determined by using the short-term applicable federal rate under Section 1274 of the Internal Revenue Code of 1986, as amended (the "Code"), in effect on the date of termination of employment. For purposes of this subsection, to the extent necessary, base salary and bonuses with any predecessor of Main or an affiliate thereof shall be taken into account.
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Rights in Event of Certain Termination of Employment. In the event that during the term of this Agreement as established pursuant to Section 19 the Executive resigns from employment for Good Reason, by delivery of a Notice of Termination or other permitted notice to the Corporation, or the Executive’s employment is terminated by the Corporation or the Bank without Cause, and provided the Executive executes, and does not revoke, a complete release agreement in the form attached as Exhibit A, Executive will be entitled to receive the amounts and benefits set forth in this section.
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Rights in Event of Certain Termination of Employment. In the event that during the term of this Agreement as established pursuant to Section 17 the Executive resigns from employment for Good Reason, by delivery of a Notice of Termination or other permitted notice to Main and the Bank, or the Executive's employment is terminated by Main without Cause, Executive will be entitled to receive the amounts and benefits set forth in this section. (a) Basic Payments (prior to the occurrence of a Change in Control). In the event of a termination pursuant to Section 3 (b) prior to the occurrence of a Change in Control, or a termination pursuant to Section 5 (a) that is not also a termination pursuant to Section 5(c), Main shall be obligated to continue to pay the Executive his base salary in effect as of his termination for the greater of (i) the balance of the term of the Agreement, or (ii) twelve (12) 128 6
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Related to Rights in Event of Certain Termination of Employment

  • Certain Terminations The termination of any Proceeding or of any claim, issue, or matter therein by judgment, order, settlement, or conviction, or upon a plea of nolo contendere or its equivalent, shall not (except as otherwise expressly provided in this Agreement) of itself create a presumption that Indemnitee did not act in good faith and in a manner which Indemnitee reasonably believed to be in or not opposed to the best interests of the Company or, with respect to any criminal action or Proceeding, that Indemnitee had reasonable cause to believe that Indemnitee’s conduct was unlawful.

  • Payments Upon Termination of Employment (a) If Executive's employment with the Company is terminated by reason of: (i) Executive's abandonment of Executive’s employment or Executive's resignation for any reason (whether or not such resignation is set forth in writing or otherwise communicated to the Company); (ii) termination of Executive's employment by the Company for Cause (as defined below); or (iii) termination of Executive's employment by the Company without Cause following expiration of the Term; the Company shall pay to Executive his or her then-current base salary through the Termination Date and any and all other benefits to which Executive may be entitled under any applicable Company policy, plan or procedure (without duplication of benefits). (b) Except in the case of a Change in Control, which is governed by Section 10(c) below, if Executive's employment with the Company is terminated by the Company pursuant to Section 9(a)(i) effective prior to the expiration of the Term for any reason other than for Cause (as defined below), then the Company shall pay to Executive, subject to Section 10(g) of this Agreement and in addition to the consideration described in Section 4(b) above, the following amounts: (i) Executive’s then-current base salary through the Termination Date; (ii) pro rata portions of any quarterly and annual non-equity bonus payouts under any non-equity incentive-based compensation plans then in effect (provided that any applicable performance measures are achieved); and (iii) the amount of Executive’s then current base salary that Executive would have received from the Termination Date through the date that is nine months following such Termination Date. Any amount payable to Executive pursuant to Section 10(b)(iii) shall be subject to deductions and withholdings and shall be paid to Executive by the Company in the same periodic installments in accordance with the Company's regular payroll practices commencing on the first normal payroll date of the Company following the expiration of all applicable rescission periods provided by law. Any amount payable to Executive pursuant to Section 10(b)(ii) shall be subject to deductions and withholdings and shall be paid to Executive by the Company in the same manner and at the same time that incentive bonus payments are made to current employees of the Company, but no earlier than the first normal payroll date of the Company following the expiration of all applicable rescission periods provided by law and no later than March 15th of the year following the year in which the Termination Date occurs. (c) If Executive's employment is terminated by the Company without Cause following a Change in Control as defined in this Agreement and before the end of the Term, or if the Executive's employment is terminated by the Executive for Good Reason following a Change in Control and before the end of the Term, then the Company shall pay to Executive, subject to Executive's compliance with Section 10(g) of this Agreement, the lesser of the total of Executive’s then current base salary and prorated non-equity incentive bonus payouts as referenced above through the end of the Term of the Agreement, or nine months of Executive’s current base salary.

  • Involuntary Termination in Connection with a Change in Control Notwithstanding anything contained herein, in the event of an Involuntary Termination prior to a Change in Control, if the Involuntary Termination (1) was at the request of a third party who has taken steps reasonably calculated to effect such Change in Control or (2) otherwise arose in connection with or in anticipation of such Change in Control, then the Executive shall, in lieu of the payments described in Section 4 hereof, be entitled to the Post-Change in Control Severance Payment and the additional benefits described in this Section 5 as if such Involuntary Termination had occurred within two (2) years following the Change in Control. The amounts specified in Section 5 that are to be paid under this Section 5(h) shall be reduced by any amount previously paid under Section 4. The amounts to be paid under this Section 5(h) shall be paid within sixty (60) days after the Change in Control Date of such Change in Control.

  • Certain Termination Benefits Unless otherwise specifically provided in this Agreement or otherwise required by law, all compensation and benefits payable to Executive under this Agreement shall terminate on the date of termination of Executive’s employment under this Agreement. Notwithstanding the foregoing, in the event of termination of Executive’s employment with the Company pursuant to Section 5(c) or Section 5(d) above, the Company shall provide to Executive the following termination benefits (“Termination Benefits”): (i) continuation of salary at a rate equal to one-hundred (100%) of Executive’s Base Salary as in effect on the date of termination for a period of twelve months (payment shall be subject to withholding under applicable law and shall be made in periodic installments in accordance with the Company’s usual payroll practice for executive officers of the Company as in effect from time to time) with the first payment starting on the first payroll date that occurs 30 days after the Termination Date; (ii) provided Executive elects and remains eligible for the continuation of group health plan benefits pursuant to 29 U.S.C. § 1161 et seq. (commonly known as “COBRA”), the Company will pay with the cost of the regular premium for such benefits shared in the same relative proportion by the Company and Executive as in effect on the date of termination from the date of termination until the earlier of: (1) twelve months after the date of termination, or (2) the date Executive is no longer eligible for COBRA; and (iii) payment of the bonus that the Executive would have been entitled to receive under the bonus or other performance plan referred to in Section 3(b) had his employment not been terminated, prorated based on the number of days the Executive was employed by the Company during the relevant bonus period. Such payment shall be made to the Executive at the time bonuses under such plan are generally paid to other participants but in no event later than March 15 of the calendar year following the termination date. The Company shall have the right to terminate all of the Termination Benefits set forth in Section 5(e)(i) and Section 5(e)(ii) in the event that Executive fails to comply in any material respect with Executive’s Continuing Obligations under this Agreement. Notwithstanding the foregoing, nothing in this Section 5(e) shall be construed to affect Executive’s right to receive COBRA continuation entirely at Executive’s own cost to the extent that Executive may continue to be entitled to COBRA continuation after Executive’s right to cost sharing under Section 5(e)(ii) ceases. The Company and Executive agree that the Termination Benefits paid by the Company to Executive under this Section 5(e) shall be in full satisfaction, compromise and release of any claims arising exclusively out of any termination of Executive’s employment pursuant to Section 5(c) or Section 5(d), and that the payment of the Termination Benefits shall be contingent upon Executive’s delivery of a separation agreement in a form satisfactory to the Company that shall include a general release of claims in favor of the Company and related persons and entities (“Release Agreement”), it being understood that no Termination Benefits shall be provided unless and until such Release agreement becomes fully effective.

  • Benefits Upon Termination of Employment If the Executive is entitled to benefits pursuant to this Section 2, the Company agrees to pay or provide to the Executive as severance payment, the following: (i) A single lump sum payment, payable in cash within five days of the Termination Date (or if later, the Change of Control Date), equal to the sum of: (A) the accrued portion of any of the Executive's unpaid base salary and vacation through the Termination Date and any unpaid portion of the Executive's bonus for the prior fiscal year; plus (B) a portion of the Executive's bonus for the fiscal year in progress, prorated based upon the number of days elapsed since the commencement of the fiscal year and calculated assuming that 100% of the target under the bonus plan is achieved; plus (C) an amount equal to the Executive's Base Compensation times the Compensation Multiplier. (ii) Continuation, on the same basis as if the Executive continued to be employed by the Company, of Benefits for the Benefit Period commencing on the Termination Date. The Company's obligation hereunder with respect to the foregoing Benefits shall be limited to the extent that the Executive obtains any such benefits pursuant to a subsequent employer's benefit plans, in which case the Company may reduce the coverage of any Benefits it is required to provide the Executive hereunder as long as the aggregate coverages and benefits of the combined benefit plans is no less favorable to the Executive than the Benefits required to be provided hereunder. (iii) Outplacement services to be provided by an outplacement organization of national repute, which shall include the provision of office space and equipment (including telephone and personal computer) but in no event shall the Company be required to provide such services for a value exceeding 17% of the Executive's Base Compensation. (iv) Accelerated vesting of all outstanding stock options and of all previously granted restricted stock awards. (v) Target amounts that would have accrued under the MagneTek Shareholder Return Plan had the applicable period for each such target elapsed, calculated and paid, PRO RATA, for the actual period elapsed.