Separation Payments and Conditions Sample Clauses

Separation Payments and Conditions. (a) Employer and Employee hereby acknowledge, agree and confirm that the Employee’s employment with Employer shall be terminated effective October 5, 2012, unless sooner terminated by the Employee (which termination will occur upon written notice by the Employee or upon Employee’s acceptance of employment with any third party) or by Employer as herein provided (hereinafter the date of termination being referred to as the “Effective Termination Date”). In consideration for Employee’s promises and undertakings contained herein, and provided that Employee does not revoke the Age Discrimination in Employment Act (“ADEA”) release contained in Paragraph 3 below, Employer will, subject to the provisions of Paragraph 1(b) and Paragraph 5(b) below, provide Employee the following separation benefits: (i) Employee will continue to be employed through the Effective Termination Date and Employer will pay to Employee Employee’s base salary in the amount of $6,942.31 paid bi-weekly, minus normal federal, state and local tax withholdings, during such continued employment period to be paid in accordance with Employer’s standard pay practices, (ii) Employee will continue to be eligible to participate in Employer’s group health and dental insurance benefit plans as an “inactive employee” until the Effective Termination Date, and (iii) Employee will continue to vest in all outstanding equity awards previously granted by TETRA Technologies, Inc. (“TETRA”) and Compressco Partners through the Effective Termination Date. In addition to the foregoing and conditioned upon the Employee’s (i) execution and delivery of the Release Agreement attached hereto as Exhibit A (the “Subsequent Release Agreement”) upon the Effective Termination Date and (ii) non-revocation of the release of ADEA claims contained in the Subsequent Release Agreement, and subject to the provisions of Paragraph 1(b) and Paragraph 5(b) below, (x) all of Employee’s vested options previously granted by TETRA will, as of the date that is eight (8) days following the Effective Termination Date, continue to be exercisable for a period of two and one-half months after December 31, 2012, and (y) upon the date that is eight (8) days following the Effective Termination Date, all of Employee’s unvested Compressco Partners restricted unit awards as of the Effective Termination Date will become fully vested on that date. Employee acknowledges that he is not entitled to the separation benefits described in this Paragraph 1(a) e...
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Separation Payments and Conditions. (a) Employee and Employer acknowledge and agree that the Effective Termination Date is _______________, 2012. (b) Subject to the terms and conditions of the Separation Agreement, including Employer’s execution and delivery of this Release Agreement and non-revocation of the ADEA Release contained herein, Employer agrees that (i) all of the Employer’s vested options previously granted by TETRA will, as of the date that is eight (8) days following the Effective Termination Date, continue to be exercisable for a period of two and one-half months after December 31, 2012, and (ii) upon the date that is eight (8) days following the Effective Termination Date, all of the Employee’s unvested Compressco Partners restricted unit awards as of the Effective Termination Date will become fully vested on that date.
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Separation Payments and Conditions. Employer and Employee acknowledge and agree that the Employee’s employment with Employer will end effective December 4, 2015 (“Effective Employment Separation Date”) in connection with a reduction in force. In consideration for Employee’s promises contained herein, and provided that Employee does not revoke the Age Discrimination in Employment Act (“ADEA”) release contained in Paragraph 3, Employer agrees to pay Employee a lump sum payment of $185,000.00, less withholdings, payable no sooner than the eighth day after Employee executes the Release. Employee acknowledges and agrees that he/she is not otherwise entitled to the separation payment described in this Paragraph 1 and that other than said consideration, he/she is not entitled to any other wages, bonuses, or benefits in connection with this decision or otherwise.
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Separation Payments and Conditions. Employer and Employee hereby acknowledge, agree and confirm that the Employee’s employment with Employer has terminated effective [insert date] (“Effective Termination Date”). In consideration for the parties’ promises contained herein and in the Letter Agreement between Employer and Employee entered into on August 4, 2014 (“Retention Agreement”) and any other agreements between Employer and Employee (collectively, the “Agreements”), Employer will pay Employee a lump sum of $[insert], less required withholdings. This payment will be paid no later than the next regular NTE payroll date after Employee has executed and delivered to Employer this Separation Release, all waiting and rescission periods contained herein have expired, and the Separation Release has become final and enforceable. The payment will be made through an electronic transfer to the bank account used to make salary payments to Employee unless Employee provides a written request at the time of returning this executed Separation Release to direct the payment elsewhere. Employee acknowledges that but for this Separation Agreement, Employee would have no right to the payments described in this paragraph.
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Related to Separation Payments and Conditions

  • Separation Payments and Benefits Provided that Executive: (x) executes this Agreement and returns a copy of this Agreement that has been executed by Executive to the Company so that it is received by Cameron Turtle, Chief Operating Officer, 221 Crescent Street, Built 17, Suite 102B, Waltham, MA 02453 (email: ) no later than 5:00 pm CT on September 22, 2023; (y) does not revoke this Agreement during the Release Revocation Period (as defined below); and (z) remains in compliance with the other terms and conditions set forth in this Agreement (including under Section 5), Executive shall receive the following separation payments and benefits: (a) the Company shall pay to Executive aggregate severance payments of $623,000 (the “Severance Amount”), which Severance Amount shall be paid through salary continuation in equal installments in accordance with the Company’s standard payroll procedures, with the initial payment to occur on the first payroll date following the 60th day following the Separation Date, with the first installment to include a catchup payment for amounts covering the period from the date of Separation Date through the first payment date; (b) if Executive timely elects continued coverage under the Consolidated Omnibus Budget Reconciliation Act (“COBRA”), the Company shall pay the full amount of Executive’s COBRA premiums on behalf of the Executive for the Executive’s continued coverage under the Company’s health, dental and vision plans, including coverage for the Executive’s eligible dependents, for the Severance Period (as defined in the Severance Agreement); (c) the Company shall pay to Executive a lump sum payment of $168,246.58 (the “Retention Bonus”) in accordance with the terms of that certain Incentive Agreement between Executive and the Company dated June 21, 2023 (the “Incentive Agreement”), which Retention Bonus shall be paid following the expiration of the Release Revocation Period but in no event later than December 31, 2023; (d) effective as of the last day of the Consulting Period, all unvested Options scheduled to vest within the 12-month period following the last day of the Consulting Period shall immediately become fully vested and exercisable; (e) all vested Options (after giving effect to Section 2(d) and Section 5(c)) will remain outstanding for six months following the last day of the Consulting Period and may be exercised during such period in accordance with the terms of the Award Agreements; and (f) in the event that any sale, licensing, disposition, or monetization transaction or multiple transactions relating to pegtarviliase or any of the Company’s legacy development-stage assets is consummated prior to June 23, 2024, then, and only then, the Company will pay to Executive a cash bonus equal to: (i) 1.0% of the value of the upfront consideration received by the Company in such transactions, plus (ii) 0.5% of the risk-adjusted net present value of the contingent consideration payable to the Company in such transactions, in each case, to be paid within 30 days of the end of the calendar quarter in which such transaction is consummated, in each case, in accordance the parameters established by the Compensation Committee of the Board of Directors of the Company on August 1, 2023. Executive acknowledges and agrees that the consideration referenced in this Section 2 represents the entirety of the amounts Executive is eligible to receive as severance pay and benefits from the Company or any other Company Party pursuant to the Severance Agreement and otherwise.

  • Separation Payments Following Executive’s separation from service with Company on or after his Vesting Date (as defined in Section 7), Company shall pay to Executive the sum of THIRTY-FOUR THOUSAND TWO HUNDRED SEVEN and 04/100 Dollars ($34,207.04) per month, beginning six months and one week after Executive’s date of separation for a period of ten (10) years, or until Executive’s death, whichever first occurs (the “Separation Payments”). Such payments shall be subject to any and all applicable withholding, Social Security, employment, income and other taxes or assessments, if any, under the applicable tax law. If Executive should die during the ten-year period during which payments are being made under this Paragraph 3, then those payments shall terminate and future payments, if any, shall be made to Executive’s designated beneficiary(ies) or Executive’s estate in accordance with the provisions of Paragraph 4 of this Agreement.

  • Termination Payments and Benefits Regardless of the circumstances of the Executive’s termination, Executive shall be entitled to payment when due of any earned and unpaid base salary, expense reimbursements and vacation days accrued prior to the termination of Executive’s employment, and other unpaid vested amounts or benefits under Company retirement and health benefit plans, and, as applicable, under Equity Agreements in accordance with their terms, and to no other compensation or benefits. (a) If (i) the Company terminates the Executive’s employment without Cause, or (ii) the Executive terminates employment with the Company within twelve (12) months following the occurrence of a Change in Control, provided that within such period, (a) either Executive’s job duties have been materially and permanently diminished or the Executive’s compensation has been materially decreased and (b) Executive provides written notice to the Company within ninety (90) days of the occurrence of an aforementioned event and the Company fails to cure the event within thirty (30) days following the Company’s receipt of the Executive’s written notice, then, in the case of either (i) or (ii) above, the Company will provide the Executive with separation payments of twelve (12) months base salary at Executive’s base salary rate at the time of Executive’s termination or if greater, the Executive’s base rate in effect on the Change of Control Date; to be paid in twenty-six (26) regular bi-weekly pay periods beginning on the first pay period occurring after the sixtieth (60th) day following the Executive’s termination, provided the Executive executes and does not subsequently revoke the Separation and General Release Agreement referenced below within such sixty (60) day period. (b) For a period of twelve (12) months from the Executive’s separation from service, the Company will pay to the Executive an amount, minus all applicable taxes and withholdings, equal to the full monthly cost (including any portion of the cost previously paid by the employee) to provide the same level of group health benefits maintained by Executive as of Executive’s separation from service, provided the Executive executes and does not subsequently revoke the Separation and General Release Agreement referenced below within such sixty (60) day period. (c) For purposes of this Agreement, “Change in Control” shall mean the occurrence of any one of the following events:

  • Retention Payment Payment of the Retention amount will be made in accordance with Public Contract Code Section 7107. If the Retention Payment is made before D-BE has complied with all of its obligations under the Contract, then payment of Retention shall not be interpreted as Final Payment and shall not relieve D-BE of its obligations under the Final Payment provisions.

  • Limitation on Payments and Benefits Notwithstanding any provision of this Agreement to the contrary, if any amount or benefit to be paid or provided under this Agreement would be an “Excess Parachute Payment,” within the meaning of Section 280G of the Code, but for the application of this sentence, then the payments and benefits to be paid or provided under this Agreement shall be reduced to the minimum extent necessary (but in no event to less than zero) so that no portion of any such payment or benefit, as so reduced, constitutes an Excess Parachute Payment; provided, however, that the foregoing reduction shall be made only if and to the extent that such reduction would result in an increase in the aggregate payment and benefits to be provided, determined on an after-tax basis (taking into account the excise tax imposed pursuant to Section 4999 of the Code, any tax imposed by any comparable provision of state law, and any applicable federal, state and local income and employment taxes). Whether requested by the Executive or the Company, the determination of whether any reduction in such payments or benefits to be provided under this Agreement or otherwise is required pursuant to the preceding sentence shall be made at the expense of the Company by the Company’s independent accountant. The fact that the Executive’s right to payments or benefits may be reduced by reason of the limitations contained in this Section 9.3 shall not of itself limit or otherwise affect any other rights of the Executive other than pursuant to this Agreement. In the event that any payment or benefit intended to be provided under this Agreement or otherwise is required to be reduced pursuant to this Section 9.3, cash Severance Benefits payable hereunder shall be reduced first, then other cash payments that qualify as Excess Parachute Payments payable to the Executive, then non-cash benefits shall be reduced, as determined by the Company.