Termination of Employment and Severance Payment Sample Clauses

Termination of Employment and Severance Payment. In consideration of the covenants and promises in this Agreement, and for the good and valuable consideration, the sufficiency of which are hereby acknowledged, the Parties agree as follows: a. Within a reasonable period after the Effective Date of the Agreement, and subject to the condition that seven days have passed and C▇▇▇▇▇ has not revoked this Agreement pursuant to Paragraph 3(b), MTI shall pay C▇▇▇▇▇ the total gross amount of $120,000.00 minus all applicable taxes, social security, and other government required deductions (the “Severance Payment”). The Severance Payment shall be paid in 5 equal payments in the gross amount of $24,000.00, beginning on MTI’s first scheduled payroll date following January 1, 2006 and concluding with the payment on March 3, 2006. Notwithstanding any provision herein to the contrary, in no event will the Severance Payment be paid to C▇▇▇▇▇ later than two and one-half (21/2) months following January 1, 2006. b. MTI will continue the Executive Medical Reimbursement Plan provided to C▇▇▇▇▇ through November 30, 2005. Thereafter, C▇▇▇▇▇ acknowledges that, as of Employment Termination Date, he may be eligible to obtain continuing coverage under MTI’s group medical, vision and dental plans pursuant to the provisions of the Consolidated Omnibus Reconciliation Act and its implementing regulations (“COBRA”). MTI agrees that for a six month period beginning on December 1, 2005, MTI will pay the monthly premium for any COBRA continuation coverage that C▇▇▇▇▇ elects to obtain. In no event shall MTI be liable for, or be required to pay premiums for any COBRA continuation coverage C▇▇▇▇▇ may elect or be eligible to obtain thereafter. Beginning June 1, 2006, C▇▇▇▇▇ shall be solely responsible for paying any and all premiums necessary to continue such COBRA benefits. c. The Parties agree that the options granted to C▇▇▇▇▇ pursuant to the MTI Technology Corporation 2001 Stock Incentive Plan, as amended (the “Stock Incentive Plan”), shall have vested as of November 25, 2005, as to 45,833 shares of Common Stock and will be exercisable until February 25, 2006. The options shall not continue to vest and shall terminate on February 25, 2006. d. ▇▇▇▇▇▇ agrees that from the Termination Date to and including November 25, 2005, he will be available to consult with MTI as needed by MTI (the “Consulting Period) in accordance with the Consulting Agreement attached to this Agreement as Exhibit “A.” C▇▇▇▇▇ further agrees, covenants and represents that...
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Termination of Employment and Severance Payment. Notwithstanding the at-will nature of Employee’s employment, (i) if Employee’s employment is terminated at any time after the Effective Date by Company without “Cause” as defined below; or (ii) if Employee resigns voluntarily at any time after the first (1st) anniversary of the Effective Date, provided Employee gives the Company not less than ninety (90) days prior written notice of his intention to voluntarily resign from the Company and provided Employee has not committed any action or inaction which would constitute “Cause” as defined below, in addition to the (a) payment of Employee’s Base Compensation, (b) payment for any unused, accrued PTO as of Employee’s termination date, and (c) reimbursement of any outstanding, reasonable business expenses incurred by Employee through the termination date, Employee will receive an amount equal to (d) Two Million U.S. Dollars ($2,000,000), plus (e) a pro-rated amount of Employee’s Annual Target Bonus (if any) for the calendar year in which Employee’s employment is so terminated (based on the number of days Employee was employed by Company during such calendar year), plus (f) any annual bonus for the year prior to the year in which the termination occurs that is earned but remains unpaid. The amounts described in (d) and (e) shall be payable fifty percent (50%) on the twelve (12)-month anniversary of Employee’s termination date and fifty percent (50%) on the twenty-four (24)-month anniversary of Employee’s termination date and the amount described in (f) shall be payable when such bonuses are normally paid (clauses (d), (e) and (f) collectively, the “Severance Payment”); provided, that (I) Employee timely executes a release agreement in a form satisfactory to the Company within the consideration period, which shall be no less than 45 days following such termination of employment and (II) Employee does not revoke such execution or signature within any revocation period. For the avoidance of doubt, the treatment of any outstanding equity awards granted to Employee upon the termination of Employee’s employment with the Company shall be subject to the terms and conditions set forth in the applicable equity award agreement and equity incentive plan. It is expressly understood that, in the event Employee breaches any of the covenants set forth in Sections 6 through 15, the Company’s obligations with respect to the Severance Payment shall cease and Employee shall immediately repay to the Company the full amount of any Se...
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Termination of Employment and Severance Payment. In addition to either Party's right to terminate Executive's employment hereunder pursuant to paragraph 2 of this Agreement, the Bank may terminate the employment of Executive at any other time, with or without cause, and with or without notice. a. If the Bank terminates Executive's employment hereunder because of Executive's dishonesty, incompetence, misconduct, breach of fiduciary duty, failure or refusal to perform the duties and responsibilities assigned under this Agreement (including but not limited to failure to meet the annual budget approved by the Board), willful violation of any law, rule or regulation (other than misdemeanor traffic violations or similar offenses), conviction of a felony or for fraud or embezzlement, or material breach of any provision of this Agreement (hereinafter collectively referred to termination for "Just Cause"), or if Executive resigns or retires for any reason other that provided in paragraph 5(c) below, Executive will have no right to receive any compensation for any period after such termination and any Performance Bonus Stock Options provided for in paragraph 4(c) and not yet vested will be forfeited. b. If the Bank terminates Executive's employment hereunder for any reason other than Just Cause then Executive will be entitled to continuation of the Base Salary for a period of 12 months, provided, however, that (i) each monthly payment will be reduced by the amount of wages or other compensation for services rendered earned by DCB FINANCIAL CORP Executive during the preceding month from sources other than the Bank and (ii) Executive must use reasonable efforts to obtain such employment or other work and, upon the Bank's request, provide documentation of such efforts to the Bank's satisfaction. c. If the Bank while Executive is employed hereunder merges with, is acquired by, or sells substantially all of its assets to an entity not affiliated with the Bank or an entity created for the express purpose of facilitating such a transaction, Executive will receive the severance payments provided for in and subject to the terms of paragraph 5(b) of this Agreement if Executive resigns employment within one year of the closing date of such merger, acquisition, or sale. d. Executive's employment hereunder automatically terminates upon the death of Executive. In the event of such death, Executive's estate will be entitled to receive the compensation due Executive through the last day of the calendar month in which Executive's ...
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Termination of Employment and Severance Payment. In addition to either Party’s right to terminate Executive’s employment hereunder pursuant to paragraph 2. of this Agreement, the Bank may terminate the employment of Executive and this Agreement at any other time, with or without cause, and with or without notice. Upon the termination of Executive’s employment prior to the end of the term set forth in paragraph 2. above, the Bank will be obligated to provide Executive only with such compensation as expressly provided in this paragraph 5., but only if the Executive, before the payment date, has executed a valid mutual release and waiver in a form satisfactory to the Bank of all claims, including claims Executive may have against the Bank and related parties. Such payment to Executive under this paragraph 5. will occur either on or as soon as administratively practical after the 45th day of the effective date of the termination of Executive’s employment, provided that such termination of employment qualifies as a “separation from service” as such term is defined for purposes of Section 409A of the Internal Revenue Code (the “Code”). Further, if this period begins in one year and ends in a subsequent year, payment will be made in the subsequent year.
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Termination of Employment and Severance Payment 
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Related to Termination of Employment and Severance Payment

  • Termination of Employment and Severance Benefits The Executive’s employment hereunder shall terminate under the following circumstances:

  • Termination of Employment Severance Your immediate supervisor or the Company's Board of Directors may terminate your employment, with or without cause, at any time by giving you written notice of your termination, such termination of employment to be effective on the date specified in the notice. You also may terminate your employment with the Company at any time. The effective date of termination (the "Effective Date") shall be the last day of your employment with the Company, as specified in a notice by you, or if you are terminated by the Company, the date that is specified by the Company in its notice to you. The following subsections set forth your rights to severance in the event of the termination of your employment in certain circumstances by either the Company or you. Section 5 also sets forth certain restrictions on your activities if your employment with the Company is terminated, whether by the Company or you. That section shall survive any termination of this Agreement or your employment with the Company.

  • Termination of Employment with Severance Benefits (a) In the event that the Officer’s employment with the Bank shall terminate during the Assurance Period, or prior to the commencement of the Assurance Period but within three (3) months of and in connection with a Change of Control as defined in section 10 of this Agreement on account of: (i) The Officer’s voluntary resignation from employment with the Bank within ninety (90) days following: (A) the failure of the Bank’s Board to appoint or re-appoint or elect or re-elect the Officer to serve in the same position in which the Officer was serving, on the day before the Assurance Period commenced or a more senior office; (B) the failure of the stockholders of the Holding Company to elect or re-elect the Officer as a member of the Board, if he was a member of the Board on the day before the Assurance Period commenced; (C) the expiration of a thirty (30) day period following the date on which the Officer gives written notice to the Bank of its material failure, whether by amendment of the Bank’s Organization Certificate or By-laws, action of the Board or the Holding Company’s stockholders or otherwise, to vest in the Officer the functions, duties, or responsibilities vested in the Officer on the day before the Assurance Period commenced (or the functions, duties and responsibilities of a more senior office to which the Officer may be appointed), unless during such thirty (30) day period, the Bank fully cures such failure; (D) the failure of the Bank to cure a material breach of this Agreement by the Bank, within thirty (30) days following written notice from the Officer of such material breach; (E) a reduction in the compensation provided to the Officer, or a material reduction in the benefits provided to the Officer under the Bank’s program of employee benefits, compared with the compensation and benefits that were provided to the Officer on the day before the Assurance Period commenced; (F) a change in the Officer’s principal place of employment that would result in a one-way commuting time in excess of the greater of (I) 30 minutes or (II) the Officer’s commuting time immediately prior to such change; or (ii) the discharge of the Officer by the Bank for any reason other than for “cause” as provided in section 9(a); then, subject to section 21, the Bank shall provide the benefits and pay to the Officer the amounts provided for under section 8(b) of this Agreement; provided, however, that if benefits or payments become due hereunder as a result of the Officer’s termination of employment prior to the commencement of the Assurance Period, the benefits and payments provided for under section 8(b) of this Agreement shall be determined as though the Officer had remained in the service of the Bank (upon the terms and conditions in effect at the time of his actual termination of service) and had not terminated employment with the Bank until the date on which the Officer’s Assurance Period would have commenced. (b) Upon the termination of the Officer’s employment with the Bank under circumstances described in section 8(a) of this Agreement, the Bank shall pay and provide to the Officer (or, in the event of the Officer’s death, to the Officer’s estate) on his termination of employment, subject to section 24 : (i) the Officer’s earned but unpaid compensation (including, without limitation, all items which constitute wages under section 190.1 of the New York Labor Law and the payment of which is not otherwise provided for under this section 8(b)) as of the date of the termination of the Officer’s employment with the Bank, such payment to be made at the time and in the manner prescribed by law applicable to the payment of wages but in no event later than thirty (30) days after termination of employment; (ii) the benefits, if any, to which the Officer is entitled as a former employee under the employee benefit plans and programs and compensation plans and programs maintained for the benefit of the Bank’s officers and employees; (iii) continued group life, health (including hospitalization, medical and major medical), accident and long term disability insurance benefits, in addition to that provided pursuant to section 8(b)(ii) and after taking into account the coverage provided by any subsequent employer, if and to the extent necessary to provide for the Officer, for the remaining unexpired Assurance Period, coverage equivalent to the coverage to which the Officer would have been entitled under such plans (as in effect on the date of his termination of employment, or, if his termination of employment occurs after a Change of Control, on the date of such Change of Control, whichever benefits are greater) if the Officer had continued working for the Bank during the remaining unexpired Assurance Period at the highest annual rate of compensation achieved during the Officer’s period of actual employment with the Bank; (iv) a lump sum payment, in an amount equal to the pre­sent value of the salary that the Officer would have earned if the Officer had continued working for the Bank during the remaining unexpired Assurance Period at the highest annual rate of salary achieved during the Officer’s period of actual employment with the Bank, where such present value is to be determined using a discount rate equal to the applicable short-term federal rate prescribed under section 1274(d) of the Internal Revenue Code of 1986 (“Code”) (“Applicable Short-Term Rate”), compounded using the compounding periods corresponding to the Bank’s regular payroll periods for its officers, such lump sum to be paid in lieu of all other payments of salary provided for under this Agreement in respect of the period following any such termination; (v) a lump sum payment in an amount equal to the excess, if any, of: (A) the present value of the aggregate benefits to which the Officer would be entitled under any and all qualified and non-qualified defined benefit pension plans maintained by, or covering employees of, the Bank if the Officer were 100% vested thereunder and had continued working for the Bank during the remaining unexpired Assurance Period, such benefits to be determined as of the date of termination of employment by adding to the service actually recognized under such plans an additional period equal to the remaining unexpired Assurance Period and by adding to the compensation recognized under such plans for the year in which termination of employment occurs all amounts payable under sections 8(b)(I), (iv) and (vii); (B) the present value of the benefits to which the Officer is actually entitled under such defined benefit pension plans as of the date of his termination; where such present values are to be determined using the mortality tables prescribed under section 415(b)(2)(E)(v) of the Code and a discount rate, compounded monthly, equal to the applicable long-term federal rate prescribed under section 1274(d) of the Code for the month in which his employment terminates; provided, however, that if payments are made under this section 8(b)(v) as a result of this section deeming otherwise unvested amounts under such defined benefit plans to be vested, the payments, if any, attributable to such deemed vesting shall be paid in the same form, and paid at the same time, and in the same manner, as benefits under the corresponding non-qualified plan; (vi) a lump sum payment in an amount equal to the present value of the additional employer contributions (or if greater in the case of a leveraged employee stock ownership plan or similar arrangement, the additional assets allocable to him through debt service, based on the fair market value of such assets at termination of employment) to which he would have been entitled under any and all qualified and non-qualified defined contribution plans maintained by, or covering employees of, the Bank, if he were 100% vested thereunder and had continued working for the Bank during the remaining unexpired Assurance Period at the highest annual rate of compensation achieved during the Officer’s period of actual employment with the Bank, and making the maximum amount of employee contributions, if any, required under such plan or plans, such present value to be determined on the basis of the discount rate, compounded using the compounding period that corresponds to the frequency with which employer contributions are made to the relevant plan, equal to the Applicable Short-Term Rate; provided, however, that if payments are made under this section 8(b)(vi) as a result of this section deeming otherwise unvested amounts under such defined contribution plans to be vested, the payments, if any, attributable to such deemed vesting shall be paid in the same form, and paid at the same time, and in the same manner, as benefits under the corresponding non-qualified plan; (vii) the payments that would have been made to the Officer under any cash bonus or long-term or short-term cash incentive compensation plan maintained by, or covering employees of, the Bank, if he had continued working for the Bank during the remaining unexpired Assurance Period and had earned the maximum bonus or incentive award in each calendar year that ends during the remaining unexpired Assurance Period, such payments to be equal to the product of: (A) the maximum percentage rate at which an award was ever available to the Officer under such incentive compensation plan; multiplied by (B) the salary that would have been paid to the Officer during each such calendar year at the highest annual rate of salary achieved during the remaining unexpired Assurance Period, such payments to be made without discounting for early payment .. The Bank and the Officer hereby stipulate that the damages which may be incurred by the Officer following any such termination of employment are not capable of accurate measurement as of the date first above written and that the payments and benefits contemplated by this section 8(b) constitute a reasonable estimate under the circumstances of all damages sustained as a consequence of any such termination of employment, other than damages arising under or out of any stock option, restricted stock or other non-qualified stock acquisition or investment plan or program, it being understood and agreed that this Agreement shall not determine the measurement of damages under any such plan or program in respect of any termination of employment. Such damages shall be payable without any requirement of proof of actual damage and without regard to the Officer’s efforts, if any, to mitigate damages. The Bank and the Officer further agree that the Bank may condition the payments and benefits (if any) due under sections 8(b)(iii), (iv), (v), (vi) and (vii) on the receipt of the Officer’s resignation from any and all positions which he holds as an officer, director or committee member with respect to the Bank, the Company or any subsidiary or affiliate of either of them.

  • Termination and Severance Pay A. In the event the Employee is terminated pursuant to Paragraph B hereof and the Employee is willing and able to perform the duties of the position under this agreement, upon execution of a Separation Agreement and General Release, the Employer agrees to pay the Employee a lump sum cash payment equal to three (3) months aggregate annual salary, exclusive of other forms of compensation, less standard withholdings, in addition to the continuation of medical, dental and vision insurance benefits during the three (3) month period immediately following the date of termination. However, in the event the Employee is terminated because the Employee has been convicted of a misdemeanor or a felony, or if the County determines that the Employee has engaged in unprofessional and improper practice, other than negligence, and breach of public trust, including but not limited to illegal acts involving personal gain, or moral turpitude, the County shall be entitled to terminate the Employee immediately without any severance pay, or medical, dental and vision insurance continuation aside from COBRA. B. In the event the Employer at any point during the term of this agreement reduces the salary or other financial benefits of the Employee in a greater percentage than reductions to all other employees of Employer, or if Employer refuses, following a written request to comply with any provision benefiting Employee herein; or the Employee resigns following a suggestion, whether formal or informal, by the Sheriff that he or she resign, then, in that event, Employee may, at his or her option, be deemed to be terminated at the date of such reduction or refusal to comply within the meaning and context of the herein severance pay provision. C. In the event the Employee voluntarily resigns his or her position with the County as Major then the Employee shall give the County thirty (30) days written notice in advance, unless the parties otherwise agree. The provision for severance pay and continuation of employment benefits detailed in SECTION 3, Paragraph A shall not apply to a voluntary resignation.

  • Severance Compensation upon Termination of Employment If the Company shall terminate the Executive’s employment other than pursuant to Section 5(a), (b) or (c) or if the Executive shall terminate his employment for Good Reason, then the Company shall pay to the Executive as severance pay in a lump sum, in cash, on the fifth day following the Date of Termination, an amount equal to three (3) times the average of the aggregate annual compensation paid to the Executive during the three (3) fiscal years of the Company immediately preceding the Change of Control by the Company subject to United States income taxes (or, such fewer number of fiscal years if the Executive has not been employed by the Company during each of the preceding three (3) fiscal years).