Triggering Termination Clause Samples

Triggering Termination. In the event of Merriman's termination without Cause or termination due to death or Disability, if Merriman terminates his employment for Good Reason or if the Company ▇▇▇▇▇ ▇▇tice of its intention not to renew this Agreement (collectively, "Triggering Termination"), Merriman, or his estate, shall be entitled to the following severance ▇▇▇▇▇▇▇s:
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Triggering Termination. In consideration of Employee's agreement to accept employment pursuant to the terms of the Offer Letter, Employer agrees that in the event of a Triggering Termination (as defined below) of Employee during the Term of this Agreement, then in addition to all other compensation due and payable to Employee as of the date of such termination, Employer agrees to pay the Severance Payment to Employee, subject to the conditions contained in Paragraph 6 herein. For purposes of this Agreement a Triggering Termination shall be a termination that is not For Cause or is Involuntary (as defined below). The parties understand and agree that no Severance Payment shall be due or payable hereunder unless Employee's termination is a Triggering Termination and Employee complies with Paragraph 6 herein.
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Triggering Termination. On or after the Closing Date, in the event of the Executive's termination without Cause, if the Executive terminates his employment for Good Reason or if the Company gives notice of its intention not to renew this Agreement (collectively, "Triggering Termination"), the Executive shall be entitled to the following severance benefits: (i) a severance payment equal to one-half of the sum of the Executive's current annual Base Salary and the Executive's average annual bonus compensation under the MIP, the AIP and/or the 2003 EBIDTA Bonus Pool, whichever shall be applicable, earned over the three most recent completed fiscal years of the Company; provided, however, that for the purposes of computing such three-year average bonus compensation, the amount deemed to have been earned under the 2003 EBITDA Bonus Pool for fiscal year 2003, if applicable, shall be the lesser of (1) the bonus amount earned by the Executive for fiscal year 2002 under the MIP or (2) the actual bonus amount earned under the 2003 EBITDA Bonus Pool. Such severance payment shall be paid in full as a lump sum within 30 days after the Triggering Termination; (ii) payment of the Executive's Base Salary through the date of termination; (iii) a pro rata payment under the MIP, the 2003 EBITDA Bonus Pool and/or the AIP, as applicable, based on the period of time served during the year in which the Triggering Termination occurs, to be paid to the Executive at such time as payments under such plan are customarily made to participants; provided, however, that, if the Triggering Termination shall occur in 2003, such pro rata payment shall be deemed to be the greater of (a) the payment to which the Executive would have been entitled if the Triggering Termination had occurred on July 1, 2003; or (b) the payment calculated using the actual date of the Triggering Termination; and (iv) any additional benefits or perquisites to which the Executive and his dependents, as applicable, shall be entitled (or would have been entitled, if the Executive or his dependents would have been eligible for such benefits or perquisites but for the Executive's termination of employment) under the Company's benefit plans and perquisite arrangements generally applicable to senior management as may be in effect from time to time, including any unpaid payment under the MIP, the 2003 EBITDA Bonus Pool or the AIP for a prior year, group health, hospitalization, dental and vision coverage for him and his family on the same basis as...
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Related to Triggering Termination

  • Following Termination 10.2.1 the Parties will agree the procedure for administering the Insurance Business current at the time of termination; 10.2.2 the Broker will make all reasonable efforts to provide the Underwriting Agent with contact details for any Insured or other party with whom the Underwriting Agent has contracted in the conduct of Insurance Business where:- 10.2.2.1 the Broker has acted as the agent of the Underwriting Agent; or 10.2.2.2 where such information is reasonably required in order for the Underwriting Agent to carry out its obligations in relation to Insurance Business concluded in accordance with this Agreement. 10.2.3 Where permissible the Parties will remain liable to perform their obligations in accordance with the terms of this Agreement in respect of all Insurance Business subject to this Agreement until all Insurance Business has expired or has otherwise been terminated.

  • Qualifying Termination If the Executive is subject to a Qualifying Termination, then, subject to Sections 4, 9, and 10 below, Executive will be entitled to the following benefits:

  • Qualifying Termination of Employment A “Qualifying Termination of Employment” shall mean a termination of Executive’s employment during the Protected Period either (a) by the Company other than for Cause or (b) by Executive for a Good Reason. A termination of employment due to the Executive’s death or Disability during the Protected Period shall not constitute a Qualifying Termination of Employment.

  • Termination in the Event of Death or Disability This Agreement shall terminate in the event of death or disability of Executive. (a) In the event of Executive's death, Ceridian shall pay an amount equal to 12 months of Base Salary at the rate in effect at the time of Executive's death plus the amount Executive would have received in annual incentive plan bonus for the year in which the death occurs had "target" goals been achieved. Such amount shall be paid (1) to the beneficiary or beneficiaries designated in writing to Ceridian by Executive, (2) in the absence of such designation to the surviving spouse, or (3) if there is no surviving spouse, or such surviving spouse disclaims all or any part, then the full amount, or such disclaimed portion, shall be paid to the executor, administrator or other personal representative of Executive's estate. The amount shall be paid as a lump sum as soon as practicable following Ceridian's receipt of notice of Executive's death. All such payments shall be in addition to any payments due pursuant to Section 4.04(c) below. (b) In the event of Executive's disability, Base Salary shall be terminated as of the end of the month in which the last day of the six-month period of Executive's inability to perform his or her duties occurs. (c) In the event of termination by reason of Executive's death or disability, Ceridian shall pay to Executive any amount equal to (1) the amount Executive would have received in annual incentive plan bonus for the year in which termination occurs had "target" goals been achieved, multiplied by (2) a fraction, the numerator of which shall be the number of whole months Executive was employed in the year in which the death or disability occurred and the denominator of which is 12. The amount payable pursuant to this Section 4.04(c) shall be paid within 15 days after the date such bonus would have been paid had Executive remained employed for the full fiscal year.

  • Term Termination 10.1. This Agreement shall be effective as of the date hereof and shall continue in force until terminated in accordance with the provisions herein. 10.2. This Agreement shall terminate in accordance with the following provisions: (a) At the option of the Company or the Trust at any time from the date hereof upon 180 days’ notice, unless a shorter time is agreed to by the parties; (b) At the option of the Company or the Trust, if Fund shares are not reasonably available to meet the requirements of the Variable Contracts. Prompt notice of election to terminate shall be furnished by the Company. The termination will be effective ten days after receipt of notice unless the Trust makes available a sufficient number of Fund shares to reasonably meet the requirements of the Variable Contracts within the ten-day period; (c) At the option of the Company, upon the institution of formal proceedings against the Trust, the Distributor or Adviser by the SEC, FINRA, or any other regulatory body, the expected or anticipated ruling, judgment or outcome of which would, in the Company’s reasonable judgment, materially impair the Trust’s, the Distributor’s or the Adviser’s ability to meet and perform their respective obligations and duties hereunder. Prompt notice of election to terminate shall be furnished by the Company with said termination to be effective upon receipt of notice; (d) At the option of the Trust, the Distributor or the Adviser, upon the institution of formal proceedings against the Company by the SEC, FINRA, or any other regulatory body, the expected or anticipated ruling, judgment or outcome of which would, in Trust’s reasonable judgment, materially impair the Company’s ability to meet and perform its obligations and duties hereunder. Prompt notice of election to terminate shall be furnished by Trust with said termination to be effective upon receipt of notice; (e) At the option of the Company, in the event the Trust’s shares are not registered, issued or sold in accordance with applicable state or federal law, or such law precludes the use of such shares as the underlying investment medium of Variable Contracts issued or to be issued by the Company. Termination shall be effective immediately upon notice to the Trust; (f) At the option of the Trust if the Variable Contracts cease to qualify as annuity contracts or life insurance contracts, as applicable, under the Code, or if the Trust reasonably believes that the Variable Contracts may fail to so qualify. Termination shall be effective upon receipt of notice by the Company; (g) At the option of the Company, upon the Trust’s breach of any material provision of this Agreement, which breach has not been cured to the satisfaction of the Company within ten days after written notice of such breach is delivered to the Trust; (h) At the option of the Trust, upon the Company’s breach of any material provision of this Agreement, which breach has not been cured to the satisfaction of the Trust within ten days after written notice of such breach is delivered to the Company; (i) At the option of the Trust, if the Variable Contracts are not registered, issued or sold in accordance with applicable federal and/or state law. Termination shall be effective immediately upon such occurrence without notice to the Company; (j) At the option of the Company in the event that any Fund ceases to qualify as a Regulated Investment Company under Subchapter M of the Code or under any successor or similar provision, or if the Company reasonably believes that any Fund may fail to so qualify. Termination shall be effective immediately upon notice to the Trust; (k) At the option of the Company in the event that any Fund fails to meet the diversification requirements specified in Article II hereof or if the Company reasonably believes that any Fund may fail to meet such diversification requirements. Termination shall be effective immediately upon notice to the Trust; and (l) In the event this Agreement is assigned without the prior written consent of the Company, the Trust, the Distributor and the Adviser, termination shall be effective immediately upon such occurrence without notice. 10.3. Notwithstanding any termination of this Agreement pursuant to Section 10.2 hereof, the Trust shall, at the option of the Company, continue to make available additional Fund shares, as provided below, for so long as the Company desires pursuant to the terms and conditions of this Agreement, for all Variable Contracts in effect on the effective date of termination of this Agreement (“Existing Contracts”). Specifically, without limitation, if the Company so elects to make additional Fund shares available, the owners of the Existing Contracts or the Company, whichever shall have legal authority to do so, shall be permitted to reallocate investments in the Trust, redeem investments in the Trust and/or invest in the Trust upon the payment of additional premiums under the Existing Contracts. In the event of a termination of this Agreement, the Company, as promptly as is practicable under the circumstances, shall notify the Trust, the Distributor and the Adviser whether the Company elects to continue to make Fund shares available after such termination. If Fund shares continue to be made available after such termination, the provisions of this Agreement shall remain in effect. 10.4. Except as necessary to implement Variable Contract owner initiated transactions, or as required by state insurance laws or regulations, the Company shall not redeem the shares attributable to the Variable Contracts (as opposed to the shares attributable to the Company’s assets held in the Separate Accounts or invested directly), and the Company shall not prevent Variable Contract owners from allocating payments to a Fund that was otherwise available under the Variable Contracts, until thirty (30) days after the Company shall have notified the Trust of its intention to do so.