Payments Upon Termination definition

Payments Upon Termination. The following amounts are payable upon termination of W▇▇▇’▇ employment, as applicable: A. In the event of a termination for any reason, base salary at the then existing rate, shall be prorated and paid through the effective termination date, along with accrued and untaken vacation (subject to the Company’s vacation policy). If termination is due to W▇▇▇’▇ death or permanent incapacity, the Company shall also pay to W▇▇▇ upon termination an additional lump sum severance amount equal to the Target Award under the Company’s 2005 Incentive Compensation Plan which is applicable to W▇▇▇ for the fiscal year in which termination is effective or, if termination takes place before a Target Award for the then current fiscal year has been assigned to W▇▇▇, the Applicable Percentage of W▇▇▇’▇ then annual base salary, in either case prorated for the partial fiscal year ending on the effective termination date. B. If termination occurs at the election of the Company without Cause or by W▇▇▇’▇ resignation with Good Reason: W▇▇▇ will (i) continue to receive base salary at the then existing rate as if he were still employed by the Company for a period of one (1) year from the effective termination date, prorated for any partial payroll period at the expiration of the one (1) year salary continuation period, (ii) receive partially Company-paid COBRA coverage under the Company’s health care plan for himself and his spouse for one (1) year after the effective termination date (the Company will pay the same percentage of the coverage cost that it would have paid had W▇▇▇’▇ employment not terminated) and (iii) receive on the effective termination date, an additional lump sum severance amount equal to the Target Award under the Company’s 2005 Incentive Compensation Plan which is applicable to W▇▇▇ for the fiscal year in which termination is effective or, if termination takes place before a Target Award for the then current fiscal year has been assigned to W▇▇▇, the Applicable Percentage of W▇▇▇’▇ then annual base salary, in either case prorated for the partial fiscal year ending on the effective termination date. W▇▇▇ is not obligated to seek other employment as a condition to receipt of the payments called for by this Section 8B, and W▇▇▇’▇ earnings, income or profits from other employment or business activities after termination of his employment shall not reduce the Company’s payment obligations under this Section 8B. Salary continuation payments shall commence, and the addit...
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Payments Upon Termination shall be deleted in its entirety and replaced by the following paragraph:
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Examples of Payments Upon Termination in a sentence

  • If at the end of six (6) months after the Date of the Change of Control (as defined herein), none of the events described above in Subsections (a), (b), (c) or (d) of this Section have occurred, then the Executive shall no longer be entitled to receive the Payments Upon Termination set forth in this Section, and the Agreement shall thereafter be null and void.

  • This Agreement shall be null and void if the Payments Upon Termination provided in Section 4 hereof cause the transaction effectuating the Change of Control to not be accounted for as a pooling of interests for accounting purposes by the United States Securities and Exchange Commission and such pooling of interest accounting treatment is a condition to the consummation of the Change of Control transaction mutually agreed upon by the Parties as part of a definitive agreement for such transaction.

  • If, however, this Agreement is terminated prior to the Expiration Date by Company or Employee, the provisions contained in Section 7, Payments Upon Termination, shall apply.

  • If, however, this Agreement is terminated prior to the Expiration Date by Company or Executive, the provisions contained in Section 7, Payments Upon Termination, shall apply.

  • In the event of a breach of this warranty, Customer’s sole and exclusive remedy will be as described in Section 4.3 Payments Upon Termination.

  • For purposes of Section 6.4 of the Employment Agreement (Payments Upon Termination), the payments, as referred to in such section, that would become payable to the Executive by reason of his termination of employment, if any, shall be calculated as if the Salary had not been reduced pursuant to this Amendment.

  • Payments Upon Termination in Connection with a Change of Control.’’ Furthermore, in the case of ▇▇.

  • The following provisions of the Employment Agreement shall survive termination: Section 8(a) (Payments Upon Termination) and Section 11 (Confidentiality and Other Covenants).

  • See “Executive Compensation — Potential Payments Upon Termination or Change In Control” for a description of the severance payments and other benefits that ▇▇.

  • Upon termination, for any reason, or expiration of this Terms of Use, the rights and obligations of the parties will immediately cease except that Sections 7 (Corporation Indemnification), 10 (Trademarks and Service Marks), 16.3 (Legacy Payments Upon Termination), and 18 (Dispute Resolution) shall survive expiration or termination of this Agreement.

Related to Payments Upon Termination

  • Termination Upon Change of Control shall not include any termination of the employment of the Executive (a) by the Company for Cause; (b) as a result of the Permanent Disability of the Executive; (c) as a result of the death of the Executive; or (d) as a result of the voluntary termination of employment by the Executive for reasons other than Good Reason.

  • Termination Upon a Change in Control means a termination of Officer’s employment with Corporation within 12 months following a “Change in Control” that constitutes a Termination Other Than For Cause described in Section 2.1(b).

  • Automatic Termination shall have the meaning set forth in Section 2.3.2.

  • Normal Termination means termination of employment or service with the Company and Affiliates: (i) by the Optionee; (ii) upon retirement; (iii) on account of death or Disability; or (iv) by the Company, a Subsidiary or Affiliate without Cause.

  • Change of Control Termination means (i) a Termination Without Cause of the Employee’s employment by the Employer (other than for death or disability) within twelve (12) months after a Change of Control or (ii) the Employee’s resignation for Good Reason within twelve (12) months after a Change of Control.