Separation Arrangements Clause Samples
The Separation Arrangements clause defines the terms and procedures that apply when parties to an agreement decide to end their business relationship. It typically outlines the steps for winding down joint activities, dividing shared assets, and settling outstanding obligations, such as payments or the return of confidential information. By clearly specifying these arrangements, the clause helps ensure an orderly and fair transition, minimizing disputes and uncertainty during the separation process.
Separation Arrangements. A. In consideration of the performance by Employee of [his or her] obligations pursuant to this Release, the Company agrees, subject to this Release becoming effective, to pay Employee in full as outlined in the Severance Letter Agreement dated [Date] (“Severance Agreement”).
B. The Company shall promptly process and pay all reasonable and customary business expenses incurred by Employee through the Separation Date and submitted by Employee to the Company for payment no later than ninety (90) days after the Separation Date in accordance with the Company’s ordinary expense payment procedures.
C. All payments and benefits due from, or provided or made available by, the Company to Employee pursuant to the terms of the Severance Agreement (“Payments”) will be conditioned on Employee’s satisfactory performance of [his or her] obligations hereunder.
D. Employee acknowledges and agrees that Employee is not entitled to, and shall not be entitled to, any compensation or benefit of any kind or description from the Company, or as a result of his employment by the Company, other than as set forth herein or as otherwise required by applicable law.
Separation Arrangements. (a) Executive shall be entitled to payment through the Termination Date of his base salary in effect prior to the Termination Date. Any accrued vacation amount shall also be paid on the Termination Date. Executive agrees to submit to the Company any and all expenses, which are business-related and reimbursable to Executive by the Company, on or before thirty (30) days after the Termination Date.
(b) Upon any Constructive Termination or termination by the Company without Cause (other than upon death or Disability), in addition to the payments in section 2(a) above, the Executive shall, subject to the provisions of section 2(f) and compliance with section 3(a), be entitled to the following:
(i) The Company shall pay to Executive an amount equal to the greater of (A) Executive’s annual base salary in effect as of December 31, 2008, and (B) his annual base salary as of the Termination Date (the “Severance Salary”), which Severance Salary shall be made in periodic payments to Executive in accordance with the Company’s regular payroll practices with respect to the twelve-month period beginning on the Termination Date; provided, however, that the first such payment shall be made on the first regular payroll payment date following the Release Effective Date (as defined below) and shall include all amounts that otherwise would have been paid to Executive in accordance with the Company’s regular payroll practices during the period beginning on the Termination Date and ending on such date. Executive shall not have the right to make contributions to the Company’s 401(k) savings plan from the Severance Salary payments made under this section 2(b)(i).
(ii) The Company shall pay to Executive an amount equal to the greater of (A) the annual bonus target in effect on December 31, 2008, and (B) the annual bonus target in effect as of the Termination Date (the “Bonus Payment”). Such Bonus Payment shall be made in installments, with each such installment being equal to a fraction, the numerator of which is the Bonus Payment and the denominator of which is twelve (12) (each, an “Installment Amount”), and each such Installment Amount shall be paid on the last business day of each calendar month (each, a “Payment Date”) with respect to the period beginning on the Termination Date and ending on the last day of the twelfth (12th) month following the Termination Date; provided, however, that the first installment shall (x) be paid to Executive on the first Payment Date following th...
Separation Arrangements. Effective as of the Offer Acceptance Deadline, Onsite shall establish and adopt the Separation Plan, as set forth in Exhibit F attached hereto, for the benefit of all Continuing Employees. Onsite shall maintain the Separation Plan for a period of at least one year from the Closing Date. The costs incurred, directly or indirectly, under the Separation Plan in connection with the termination of any Continuing Employee after the Closing Date, shall be borne exclusively by Onsite. "Years of Service" for each Continuing Employee as such term is used in the Separation Plan is set forth in Schedule 8.1(a). If, at any time within 12 calendar months after the date of 1039(6).nks November 10, 1997 termination of employment of any Continuing Employee, Westar Energy hires such Continuing Employee, then Westar Energy shall promptly pay to Onsite an amount equal to the total amount paid by Onsite to such terminated Continuing Employee under the Separation Plan.
Separation Arrangements. (a) Executive shall be entitled to payment through the Termination Date of the higher of his base salary as of December 31, 2008, or his base salary in effect prior to the Termination Date. Any accrued vacation amount shall also be paid on the Termination Date. Executive agrees to submit to the Company any and all expenses, which are business-related and reimbursable to Executive by the Company, within thirty (30) days after the Termination Date.
(b) In consideration of the obligations of Executive herein (including the release in section 3) and subject to Executive’s execution and failure to revoke this Agreement following the Termination Date:
(i) The Company shall, on the Termination Date, make a lump sum payment to Executive, of an amount equal to the higher of Executive’s base salary in effect as of December 31, 2008, or his base salary as of the Termination Date plus the higher of the targeted annual bonus (as though such targets had been achieved) in effect for 2008 or for the year preceding the year of the Termination Date, multiplied by one (1) plus the product of two (2) times Executive’s years of service as of the Termination Date divided by fifty-two (52). For purposes of such computation, it is agreed that Executive commenced service with the Company in February 1994 and has continued in service since that time. Executive shall not have the right to make contributions to the Company’s 401(k) savings plan from the base salary payments made under this section 2(b)(i).
(ii) Executive shall continue to participate in the Company’s welfare benefit plans, including but not limited to medical benefits, dental benefits, life insurance, and short-term and long-term disability plans, in which he is enrolled or eligible for twenty-four (24) months following the Termination Date, as if he were still employed by the Company, and at the expiration of such twenty-four (24) month period, Executive shall be entitled to COBRA coverage. Notwithstanding the foregoing, in the event that continued participation in welfare benefit plans of the Company would subject Executive to adverse tax consequences under Section 409A of the Internal Revenue Code of 1986, as amended, the Company shall pay to Executive its portion of any premium under such plans for the relevant twenty-four (24) month period in a cash lump sum, less applicable withholding, on the Termination Date, and Executive may then elect to continue participation in the Company welfare benefit plans for the r...
Separation Arrangements. If the employment of an employee covered by these Workplace Flexibility Arrangement ceases and they owe the Court time for hours paid but not worked then this will be deducted from entitlements due and/or become a debt to the State. Additionally any recreation leave accrued in lieu of public holidays will be calculated and paid on a pro-rata basis for that year.
Separation Arrangements. The Company and Executive have agreed to the following.
Separation Arrangements. (a) To the extent it shall not have done so previously, upon the execution and delivery of this Agreement, the Company shall pay Kivinski any accrued and unpaid base salary, any and all accrued and unpaid vacation pay, any other paid time off as of the Separation Date.
(b) To the extent it shall not have done so previously, upon presentation by Kivinski on or after the Separation Date, the Company shall reimburse Kivinski for any previously unreimbursed business expenses incurred by her prior to the Separation Date in accordance with the Company’s usual expense reimbursement policies.
(c) Kivinski acknowledges and agrees that the foregoing compensation is all of the compensation and benefits payable or otherwise to be provided to Kivinski by the Company on and after the Separation Date in connection with or as a result of Kivinski’s employment, or termination of employment, with the Company, and that Kivinski is not entitled to any other compensation, benefits or perquisites from the Company.
(d) In consideration of this Agreement, including the Release, the Company shall pay Kivinski the following compensation:
(i) Upon the Effective Date, the Company shall pay Kivinski $100,000, which equals four months of Kivinski’s annual salary under the Employment Agreement.
(ii) The Company shall pay or reimburse Kivinski for up to $2,000 of reasonable, documented, out-of-pocket expenses incurred by her in relocating her residence from Oregon to her home in California following the Separation Date.
(iii) Kivinski agrees that all compensation payable under this Subparagraph 3(d) is in addition to any compensation she is otherwise entitled to under her Employment Agreement or otherwise as a result of any obligation arising from her employment with the Company.
(e) Kivinski agrees that all compensation payable under this Paragraph 3 shall be paid after withholding for taxes that, in the Company’s reasonable good faith judgment, are required to be withheld by the Company.
Separation Arrangements. In consideration of the obligations of the Executive herein, the Company agrees as follows:
Separation Arrangements. A. Employee agrees to continue working for the Company in a consulting capacity as reasonably requested and required by the Company throughout the Transition Period. Throughout the Transition Period, Employee shall remain Group Vice President and continue to receive his current salary, compensation and benefits, subject to Company policies, plans and programs.
B. In consideration of the performance by Employee of his obligations pursuant to this Agreement, the Company agrees to pay Employee a total of $450,000.00, to be paid on a monthly basis over forty-eight (48) months ($9,375.00 per month), less all applicable withholdings, including federal, state and local taxes. Such amounts shall be paid by payroll check on the same schedule as wages would have been paid if Employee had remained employed with the Company, starting with the first regularly scheduled pay period after the Separation Date. In addition, all medical, dental and vision plan coverage will be continued through the Severance Period in accordance with the plans in effect during the Severance Period and the terms and conditions of this Agreement. Any unused vacation time will be paid as soon as practicable after the Separation Date. Coverage under COBRA will be available for eighteen (18) months following the Severance Period.
C. Employee shall be entitled to continue to contribute to the 401(k) Plan of the Company during the Transition Period and participate in the 401(k) plan thereafter in accordance with and subject to the terms and conditions of that plan.
D. Employee shall be entitled to receive payment of bonuses accruing prior and up to the Separation Date, if any, under the Incentive Target Bonus and the Quarterly Profit Sharing Programs (“Bonus Programs”) in accordance with the terms of those Bonus Programs.
Separation Arrangements. In connection with your separation from the Company, you are eligible to receive severance benefits under the Elanco Executive Severance Pay Plan (the “Severance Plan”), subject to the terms and conditions thereof. However, notwithstanding anything to the contrary in the Severance Plan, in lieu of a benefit equal to one (1) times the amount of your target annual cash incentive bonus for fiscal 2025 as set forth in Section 5(A) of the Severance Plan, you will remain eligible for payment of your full annual cash incentive bonus for fiscal 2025 based on the Company’s actual performance for fiscal 2025, which amount, if any, will be paid to you at the same time such payments are made to the Company’s other executive officers, no later than March 15, 2026. All other payments under the Severance Plan will be made pursuant to the terms of Section 6 of the Severance Plan based on a separation from service occurring on the Separation Date, In recognition of your service to the Company your facilitation of a smooth transition of your duties, and subject to you continuing to perform your obligations to the Company as set forth in this Transition Agreement, and you executing (and not revoking) the Severance Agreement and Release contemplated by the Severance Plan following your Separation Date and continuing to comply with all of your obligations pursuant to the Severance Agreement and Release, you will be eligible for the following additional benefits: