The Termination Payment Clause Samples

The Termination Payment clause defines the financial obligations that arise when a contract is ended before its natural expiration. Typically, this clause outlines how the payment amount is calculated, who is responsible for paying it, and the timing of such payments. For example, it may require one party to compensate the other for losses or costs incurred due to early termination. Its core function is to provide a clear and fair mechanism for settling accounts upon termination, thereby reducing disputes and ensuring both parties understand their financial responsibilities if the agreement ends prematurely.
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The Termination Payment. For purposes of the Incentive Compensation Plan, the termination by the Employee of the Employment Period for Good Reason pursuant to this Section 3(e) shall be treated under the Incentive Compensation Plan as a termination of employment by the Employer without Cause. For purposes of this Agreement, "Good Reason" means (w) the assignment to the Employer of any duties or responsibilities which are materially inconsistent with the Employer's position (including status, offices, titles and reporting requirements), authority, duties or responsibilities as contemplated hereby, or any other action by the Employer which results in a material diminution in such position, authority, duties or responsibilities; (x) a significant reduction by the Employer in the compensation (including salary and bonuses) and/or benefits provided to the Employee hereunder; (y) any material breach or violation of any material provision of this Agreement or the Stockholders' Agreement by the Employer or JGD which is not cured promptly after receipt by the Employer or JGD of written notice from the Employee setting forth the specific breach or violation; or (z) the Employer's requiring the Employee to be based at any office or location outside of northern New Jersey.
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The Termination Payment. Termination by the Employer of the Employment Period for Cause (as defined below), in which event the Employment Period shall terminate as of his last day of employment. In the event of the termination of the Employment Period pursuant to this Section 3(c), the Employer shall promptly pay to the Employee a lump sum in cash equal to the Accrued Obligations. For purposes of this Agreement, "Cause" means (i) any willful violation by the Employee of this Agreement or the Stockholders' Agreement that has a material adverse effect on the Employer or its affiliates; (ii) any willful engaging by the Employee, in the Employee's capacity as an employee of the Employer, in gross misconduct that has, or is intended to have, a material adverse effect on the Employer or its affiliates; or (iii) any conviction of the Employee of a felony or other serious crime involving moral turpitude; provided that any act or failure to act of the Employee shall not be considered "willful" unless done or omitted to be done by the Employee not in good faith and without reasonable belief that the Employee's action or omission was in the best interest of the Employer.
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The Termination Payment. Subject to the terms of this Agreement, in consideration of the General Release provided in Section 4 hereof, in lieu of any rights that Employee may have under any employment, change of control or other severance arrangement with the Company, and provided that Employee remains in compliance with the terms of this Agreement, the Company will pay to Employee: (i) a lump-sum amount, paid on the 60th day following the Separation Date, equal to $456,300, representing 18 months of Base Salary and (ii) a lump-sum amount, paid on the 60th day following the Separation Date, equal to $33,952.86, representing eighteen times the employer portion of the monthly cost of maintaining medical, dental and/or vision benefits for Employee under a group health plan of the Company in accordance with the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”), determined using the COBRA premium rate in effect for the level of coverage that Employee had in place immediately prior to the Separation Date (collectively, the “Termination Payment”). The Termination Payment will be made less applicable withholdings and deductions in accordance with the regular payroll practices of the Company.
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The Termination Payment. Subject to the terms of this Agreement, in consideration of the General Release provided in Section 3 hereof, in lieu of any rights which Employee may have under the GulfMark Offshore, Inc. Severance Benefits Policy, as amended October 23, 2009 (the “Severance Policy”) or the Change of Control Agreement between Employee and the Company, dated January 1, 2017, and provided that Employee remains in compliance with the terms of this Agreement, the Company will pay to Employee: (i) a lump-sum amount, paid on the 60th day following the Separation Date, equal to $140,000, representing six months of Base Salary and (ii) a lump-sum amount, paid on the 60th day following the Separation Date, equal to $4,312.89, representing three times the employer portion of the monthly cost of maintaining medical, dental and/or vision benefits for Employee under a group health plan of the Company in accordance with the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”), determined using the COBRA premium rate in effect for the level of coverage that Employee had in place immediately prior to the Separation Date (collectively, the “Termination Payment”). The Termination Payment will be made less applicable withholdings and deductions in accordance with the regular payroll practices of the Company.
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The Termination Payment 
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Related to The Termination Payment

  • Termination Payment The final payment delivered to the Certificateholders on the Termination Date pursuant to the procedures set forth in Section 9.01(b).

  • Termination Payments (a) In the event that the Employment Term is terminated for any reason other than by the Company without Cause or by the Employee with Good Reason: (A) the Company shall pay to the Employee any Base Salary accrued hereunder on or prior to the date of termination but not theretofore paid to the Employee; and (B) the Employee shall be entitled, in accordance with the terms and conditions of the applicable plan, program or arrangement, to all benefits accrued under any benefit plans, programs or arrangements in which the Employee shall be a participant as of the date of termination, including any Bonus earned, declared and payable (but not yet paid) in accordance with Section 3(b) hereof in respect of the then current fiscal year, or if the Bonus in respect of the then current fiscal year has not yet been earned, declared and become payable, in respect of the fiscal year ended immediately prior to the date of termination (the "Accrued Benefits"). Notwithstanding the foregoing, the Bonus amount in respect of fiscal year 2000 under Section 3(b) shall be deemed earned, declared and payable. (b) Subject to paragraph (c) of this Section 11 below, in the event that the Employment Term is terminated by the Company without Cause or by the Employee for Good Reason: (A) the Company shall pay to the Employee any Base Salary accrued hereunder on or prior to the date of termination but not theretofore paid to the Employee; (B) the Company shall pay the Employee a lump sum amount equal to two (2) times the Employee's annual Base Salary at the time of the Employee's termination of employment; (C) the Company shall pay the Employee an amount equal to two (2) times the Bonus paid (or to be paid) to the Employee for the then current fiscal year, or if the Bonus in respect of the then current fiscal year has not yet been earned, declared and become payable, in respect of the fiscal year preceding the fiscal year in which such termination occurs; and

  • Notice of Termination Payment As soon as practicable after calculation of a Termination Payment, notice shall be given by the Non-Defaulting Party to the Defaulting Party of the amount of the Termination Payment and whether the Termination Payment is due to or due from the Non-Defaulting Party. The notice shall include a written statement explaining in reasonable detail the calculation of such amount. Subject to Section 5.4(b) above, the Termination Payment shall be made by the Party that owes it within three (3) Business Days after such notice is effective.

  • Separation Payment An ASF Member shall be compensated at the final rate of pay for all unused, accumulated vacation, leave time upon separation from state service, or movement to a vacation ineligible position. An employee on an unpaid leave of absence of more than one (1) year for a purpose other than accepting an unclassified position in state civil service, or an employee on layoff that results in separation from service, may elect to be compensated at the final rate of pay for unused accumulated vacation leave. This accumulated vacation payout shall not exceed two hundred and seventy-five (275) hours, except in the case of the ASF Member's death. Calculation of an ASF Member's hourly rate for purposes of computing vacation separation payment shall be based upon a base of two thousand eighty-eight (2,088) working hours per year. Appointment periods of less than one (1) year in duration shall be prorated on this basis. Except as provided in Article 16, Section C, Subdivision 4 which pertains to the separation payment to retirees, the separation payment will be made in cash.

  • 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: