Termination Consideration Clause Samples

Termination Consideration. 25.1 When an employee leaves the employment of the City in good standing, with at least three (3) years of service, they shall receive in salary equivalent one-half (1/2) of their accumulated sick leave up to a maximum of 500 hours. Upon retirement or death, they will be paid one-half (1/2) of their unused sick leave. 25.2 When an employee leaves the employment of the City in good standing, with at least three (3) years of service, they shall receive all vacation earned up to the date of termination regardless of anniversary date. 25.3 Upon written notification of retirement, an employee may begin to draw sick leave separation pay up to eighteen (18) months prior to the employee's last day of employment. The separation pay shall be computed at the rate of pay in effect when the employee receives the pay. The employee shall give notice of retirement prior to August 1st of the year in which payment is to be received.

Termination Consideration. 1.1. The parties acknowledge and agree that the Executive’s employment, including all officer, director and fiduciary positions with the Company or any of its affiliates, including with respect to any benefit plan sponsored by or contributed to by the Company or any of its affiliates, held by the Executive terminated effective as of the Termination Date. Without limiting the generality of the foregoing, the Executive hereby confirms his resignation as an officer of the Company and any of its affiliates. 1.2. The Executive acknowledges that: (i) following the execution of this Agreement, he will have no other entitlement or rights under any severance or similar arrangement maintained by the Company or any of its affiliates, and (ii) except as otherwise provided specifically in Section 2 and Section 4 of this Agreement, the Company and its affiliates do not and will not have any other liability or obligation to the Executive. The Executive further acknowledges that, in the absence of his execution of this Agreement, the payments specified in Section 2 below, would not otherwise be payable.

Termination Consideration. In exchange for ▇▇▇▇▇▇’ agreement to the general release and waiver of claims and covenant not to sue set forth below and ▇▇▇▇▇▇’ other promises herein, the Company agrees to provide ▇▇▇▇▇▇’ with the termination consideration set forth in Paragraph 3(b) of the Separation Agreement. By signing below, ▇▇▇▇▇▇ acknowledges that she is receiving the termination consideration in exchange for waiving her rights to claims referred to in this Release and ▇▇▇▇▇▇ would not otherwise be entitled to the termination consideration.

Termination Consideration. As used herein, the “Termination Consideration” shall mean an amount equal to the sum of: (A) the unamortized portion of the brokerage commissions paid or incurred by Landlord in connection with this Lease pertaining to the applicable Terminated Space (including in connection with any First Offer Space leased by Tenant pursuant to Section 1.4 above); plus (B) the unamortized portion of the Tenant Improvement Allowance paid or provided by Landlord for the Terminated Space (and any allowance/improvement costs provided by Landlord to Tenant in connection with the First Offer Space leased by Tenant pursuant to Section 1.4 above); plus (C) the unamortized amount of the Abated Rent (as defined in Section 3.3 below) applicable to the portion of the Terminated Space; plus (D) an amount equal to two (2) months of Base Rent calculated at the rate of Thirty and 70/100 Dollars ($30.70) per rentable square foot (but calculated on a monthly basis) of the Terminated Space for Tenant’s first termination right (set forth in clause (i) above) and at the rate of Thirty-Two and 10/100 Dollars ($32.10) per rentable square foot (but calculated on a monthly basis) of the Terminated Space for Tenant’s second termination right (set forth in clause (ii) above) and at the rate of Thirty-Three and 50/100 Dollars ($33.50) per rentable square foot (but calculated on a monthly basis) of the Terminated Space for Tenant’s third termination right (set forth in clause (iii) above). The brokerage commissions, Tenant Improvement Allowance and Abated Rent with respect to the Terminated Space leased by Tenant shall all be amortized on a straight-line basis over the scheduled initial one hundred twenty-eight (128) month Lease Term, together with interest at the rate of seven percent (7%) per annum, and the unamortized portion thereof shall be determined based upon the unexpired portion of such initial one hundred twenty-eight (128) month Lease Term as of the applicable Termination Date. The unamortized portion of the costs of any abated rent, brokerage commissions and tenant improvement costs/allowance, if any, paid for or provided by Landlord to Tenant for any First Offer Space leased by Tenant pursuant to Section 1.4 shall be amortized on a straight-line basis over the scheduled initial term of the lease of the First Offer Space, together with interest at the rate of seven percent (7%) per annum, and the unamortized portion thereof shall be determined based upon the unexpired portion of such i...

Termination Consideration. Following the conclusion of the Consultancy for a reason other than (x) your termination of the Consulting Agreement for convenience prior to the one-year term provided by the Statement of Work or (y) the Company’s termination of the Consulting Agreement for your breach of a material term under the Consulting Agreement and your failure to cure such breach, and in each case conditioned upon your execution, delivery, and lack of revocation of a general release of claims in favor of the Company substantially in the form attached hereto as Exhibit E (“Second Release”) within forty-five days following notice of termination of the Consultancy (the “Release Deadline”), the Company agrees to provide you the following further termination consideration consistent with the benefits described in, and subject to the terms and restrictions of, Section 6 of the Employment Agreement: i. Consideration: The Company agrees to pay you a lump sum in one of the following two amounts, as applicable: 1. $410,348.40, net of withholdings for federal and state income and employment taxes; or 2. If the conclusion of the Consultancy occurs within three months before or within twelve months following a Change of Control (as defined in the Employment Agreement), $511,173.15, plus an amount equal to the sum of twelve (12) months of the average monthly Bonus (as defined in the Employment Agreement) earnings and incentive payments (as described in the Consulting Agreement) paid to you (as an employee or as Consultant Personnel), where such average is calculated over the twenty-four (24) month period immediately preceding the end of the Consultancy, all net of withholdings for federal and state income and employment taxes. The payment shall be made on the later of the fifth business day following the Release Deadline or the thirtieth day following the conclusion of the Consultancy. If you are provided a payment under Paragraph 3(b)(i)(1) and thereafter become eligible for the larger payment under Paragraph 3(b)(i)(2), the difference between the two amounts (net of withholdings) shall be paid to you within 30 days following the closing date of the Change of Control. For purposes of clarity only, under no circumstances shall you be entitled to payment of both amounts in full. ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇

Termination Consideration. (a) In the event that (i) the Closing does not occur, (ii) the Purchase Agreement is terminated, (iii) in connection with such termination Buyer shall be entitled to a return of the Deposit under the terms of the Purchase Agreement and (iv) there shall be a Positive EBITDA Amount for the Transition Services Term so that a decrease to the Purchase Price would have been in effect under Section 3.1 if the Closing had occurred, then, in addition to the reimbursement of the Buyer Operating Expenses pursuant to Section 3.4, the Seller Parties shall pay or cause to be paid to Buyer a termination payment under this Agreement in an amount equal to the Positive EBITDA Amount that would have been applied as a decrease to the Purchase Price under Section 3.1 (the “Seller Termination Payment”). (b) In the event that (i) the Closing does not occur, (ii) the Purchase Agreement is terminated, (iii) in connection with such termination Buyer shall be entitled to a return of the Deposit under the terms of the Purchase Agreement and (iv) there shall be Negative EBITDA Amount for the Transition Services Term so that an increase to the Purchase Price would have been in effect under Section 3.3 if the Closing had occurred, then Buyer shall pay or cause to be paid to Seller a termination payment under this Agreement in an amount equal to the Negative EBITDA Amount that would have been applied as an increase to the Purchase Price under Section 3.3 (the “Buyer Termination Payment”). (c) Notwithstanding the foregoing provisions of this Section 3.6 or anything to the contrary set forth in Section 6.1, if (i) the Closing does not occur, (ii) the Purchase Agreement is terminated, (iii) in connection with such termination Buyer shall be entitled to a return of the Deposit under the terms of the Purchase Agreement and (iv) there has been an event of loss with respect to the Project such that there shall be proceeds under the Existing Project Insurance constituting all, or substantially all, of the replacement value of the Project (a “Total Loss Event”), then for purposes of calculating any termination payment payable to Buyer or Seller under this Section 3.6, (x) 50% of the amount of such insurance proceeds paid under the Existing Project Insurance with respect to such Total Loss Event shall be payable by the Seller Parties to Buyer as an additional termination payment hereunder (a “Total Loss Payment”), and (y) the amount of such insurance proceeds payable under the Existing Project Ins...

Termination Consideration. Solely if either: (i) you continue to provide services as an employee of the Company through the Resignation Date and the Closing occurs or (ii) the Company terminates your employment prior to your Resignation Date other than (a) for Cause (as defined in the Employment Agreement), (b) as a result of your death or (c) as a result of your Disability (as defined in the Employment Agreement), the Company will provide you with the payments and benefits listed in this

Termination Consideration. In connection with Executive’s termination of employment and, with respect to clause (a), the execution and delivery of the Release described in Section 5(b), the Company shall cause to be paid to Executive the following consideration: (a) an amount equal to the full amount of the Accrued Obligations, including any compensation for accrued vacation days not used on or before September 19, 2008, by the close of business on the third business day following the Reaffirmation Date; (b) an amount equal to the Accrued Investments, payable in accordance with the terms and conditions of the Investment Plans; and (c) an amount equal to the premiums payable with respect to the Executive’s COBRA continuation coverage for the period beginning September 19, 2010 and ending on September 30, 2011 by the close of business on the third business day following the Reaffirmation Date, in each case less any applicable withholding and other deductions.

Termination Consideration. (a) In the event that this Agreement is validly terminated by Parent pursuant to Section 10.2(a) and, at the time of any such termination, the Company is not permitted to terminate this Agreement pursuant to Section 10.2(b) (such termination, a “Parent Termination with Cause”), then the Company shall pay to Parent a termination fee in the amount equal to the lesser of (i) the Parent Reimbursable Termination Expenses multiplied by 1.5 or (ii) USD $5,000,000 (the “Cause Termination Fee”). The Cause Termination Fee shall be due within two (2) business Days of Parent having provided Company reasonable substantiation (copies of receipts or invoices, basis for calculation, etc.) of its calculation of the amount of Parent Reimbursable Termination Expenses. In the event that the Company cannot pay the Cause Termination Fee in cash within such period, Parent shall receive a convertible bond materially equivalent to the Company’s existing outstanding convertible bonds, but with an enhanced coupon rate of 12% per annum. (b) In the event of a Parent Termination with Cause, the Company Parties shall indemnify, and hold harmless each Parent Indemnified Person from and against any claim brought against any and all Losses suffered or incurred by such Parent Indemnified Person (regardless of whether or not such Losses relate to any third-party claims) that directly, or indirectly, arise out of, result from or are related to any (i) breach or violation of, or default in connection with, any pre-Closing covenant made by or to be performed by the Company in this Agreement or (ii) breach of, or inaccuracy in any Company Fundamental Representations. (c) In the event that this Agreement is validly terminated (i) by Parent pursuant to Section 10.2(c) and, at the time of any such termination, the Company is not permitted to terminate this Agreement pursuant to Section 10.2(b), or (ii) by Parent pursuant to Section 10.2(a)(ii) or by the Company pursuant to Section 10.2(d) and, within twelve (12) months of such termination, the Company enters into an Alternative Transaction, then the Company shall pay to Parent a termination fee in the amount equal to US $12,000,000 (the “Non-Cause Termination Fee”). In the event this Agreement is terminated pursuant to the foregoing clause (i), the Non-Cause Termination Fee shall be payable within two (2) Business Days after such termination and in the event this Agreement is terminated pursuant to the foregoing clause (ii), the Non-Cause Terminati...