Certain Severance Payments. If during the Term the Company terminates this Employment Agreement pursuant to Section 4(d) hereof, all compensation payable to the Executive under Section 3 hereof shall cease as of the date of termination specified in the Company’s notice (the “Termination Date”), and the Company shall pay to the Executive, subject to Section 6 hereof, the following sums: (i) the Base Salary on the Termination Date for the shorter of (x) three months and (y) the remainder of the Term (the applicable period being referred to as the “Severance Period”), payable in monthly installments; (ii) benefits under group health and life insurance plans in which the Executive participated prior to termination through the Severance Period; and (iii) all previously earned, accrued, and unpaid benefits from the Company and its employee benefit plans, including any such benefits under the Company’s pension, disability, and life insurance plans, policies, and programs. If, prior to the date on which the Company’s obligations under clause (i) of this Section 5(a) cease, the Executive violates Section 6 hereof, then the Company shall have no obligation to make any of the payments that remain payable by the Company under clauses (i) and (ii) of this Section 5(a) on or after the date of such violation. The payment of severance as required by this Section 5(a) may be conditioned by the Company on the delivery by the Executive of a release of any and all claims that the Executive may have against the Company which release shall be in form and substance satisfactory to the Company.
Certain Severance Payments. If during the Term the Company terminates this Employment Agreement pursuant to Section 4(d) hereof, or the Executive terminates this Employment Agreement pursuant to Section 4(e) hereof, all compensation payable to the Executive under Section 3 hereof shall cease as of the date of termination specified in the Company’s notice (the “Termination Date”), and the Company shall in addition to paying the Accrued Amounts, pay to the Executive, subject to Section 6 hereof, the following sums: (i) the Base Salary on the Termination Date for the greater of (x) six months and (y) the remainder of the Term (the applicable period being referred to as the “Severance Period”), payable in monthly installments; If, prior to the date on which the Company’s obligations under clause (i) of this Section 5(a) cease, the Executive violates Section 6 hereof, then the Company shall have no obligation to make any of the payments that remain payable by the Company under this section on or after the date of such violation. The payment of severance as required by this Section 5(a) may be conditioned by the Company on the delivery by the Executive of a release of and all claims that the Executive may have against the Company which release shall be in form and substance satisfactory to the Company.
Certain Severance Payments. If during the Term the Company terminates this Agreement pursuant to Section 5(b)(ii) hereof, all compensation payable to the Executive under Section 4 hereof shall cease as of the date of termination specified in the Company’s notice (the “Termination Date”), and the Company shall pay to the Executive, subject to Section 6 hereof, an amount equal to the Base Salary for six (6) months, payable in a lump sum on the Termination Date, and all previously earned, accrued, and unpaid benefits from the Company and its employee benefit plans, including any such benefits under the Company’s pension, disability, and life insurance plans, policies, and programs. Notwithstanding the foregoing, if the Executive has violated Section 6 hereof, then the Company shall have no obligation to make the foregoing payments. The payment of severance as required by this Section 5(a) may be conditioned by the Company on the delivery by the Employee of a release of any and all claims that the Employee may have against the Company which release shall be in form and substance satisfactory to the Company.
Certain Severance Payments. If during the Term this Employment Agreement is terminated pursuant to Sections 4(d) (but only for termination of Executive by Company) or 4(e) hereof, all compensation payable to the Executive under Section 3 hereof shall cease as of the date of termination specified in the Company’s notice (the “Termination Date”), and the Company shall pay to the Executive, subject to Section 6 hereof, and in addition to any amounts owed to the Executive pursuant to this Agreement for services rendered by the Executive to the Company prior to such Termination Date, the following sums: (i) the Base Salary on the Termination Date for six (6) months (the applicable period being referred to as the “Severance Period”), payable in monthly installments over such time period; (ii) benefits under group health and life insurance plans in which the Executive participated prior to termination through the Severance Period; (iii) all previously earned, accrued, and unpaid benefits from the Company and its employee benefit plans, including any such benefits under the Company’s pension, disability, and life insurance plans, policies, and programs; and (iv) so long as the Company has achieved its budgeted EBITDA level for the period commencing with the end of the Company’s immediately previous fiscal year through the Termination Date, an amount equal to the product of the bonus paid to the Executive in respect of the immediately preceding fiscal year pursuant to Section 3(b), times the quotient obtained by dividing (x) the number of full calendar months occurring since the end of the immediately previous fiscal year through the Termination Date, by (y) 12. If, prior to the date on which the Company’s obligations under clause (i) of this Section 5(a) cease, the Executive violates Section 6 hereof, then the Company shall have no obligation to make any of the payments that remain payable by the Company under clauses (i) and (ii) of this Section 5(a) on or after the date of such violation. The payment of severance as required by this Section 5(a) may be conditioned by the Company on the delivery by the Executive of a release of any and all claims that the Executive may have against the Company which release shall be in form and substance satisfactory to the Company.
Certain Severance Payments. Sellers and Shareholders agree to reimburse Buyer or any GECITS Entity for all severance payments (but not in excess of the severance payments that such Transferred Employees would have received if they had been terminated by Sellers, Shareholder or XLConnect on the Closing Date) made to the first ten Transferred Employees whose employment is terminated by Buyer or such GECITS Entity during the 60 days following the Closing Date. Buyer shall request such reimbursement in writing addressed to XLSource which request shall provide the names and amounts of the severance payments made for which reimbursement is requested. Sellers and Shareholders shall make such reimbursement within 10 days following receipt of any such request.
Certain Severance Payments. Immediately prior to the Closing (or on the date which is six months and one day following the Closing Date, if required by Section 409A of the Code), and subject thereto, the Company shall make lump sum cash payments to the employees of the Company whose names are shown on the list made available to the Parent pursuant to Section 3.14(k), each in an amount shown adjacent to each such employee’s name on such list and net of federal, state and local withholding taxes required to be withheld with respect to such payments, subject to a general release (or releases) of all claims of any kind whatsoever that the employee may have against the Company, known or unknown as of the Closing Date (and as of the date of payment as required by Section 409A of the Code, as the case may be) (other than claims under COBRA, and claims to vested accrued benefits under the Company’s tax-qualified retirement plans) to be executed in each case by the Company and the employee, in such form as the parties shall reasonably agree. The parties intend for such payments to be in lieu of all severance, termination or change-in-control payments pursuant to employment, severance, or change in control agreements in effect between the Company and the employees, other than as relates to the Company Stock Options.
Certain Severance Payments. If during the Term the Company terminates this Employment Agreement pursuant to Section 4(d) (Termination without Cause) hereof, all compensation payable to the Executive hereunder shall cease as of the date of termination specified in the Company's notice (the “Termination Date”), and the Company shall pay to the Executive, subject to Section 6 hereof, the following sums: (i) the Base Salary on the Termination Date for the lesser of the remainder of the Term or six (6) months (the applicable period being referred to as the “Severance Period”), paid on a bi-weekly schedule; (ii) benefits under group health and life insurance plans in which the Executive participated through the Severance Period; and (iii) all previously earned, accrued, and unpaid salary, bonuses, benefits from the Company and its Executive benefit plans, including any such benefits under the Company's pension, disability, and life insurance plans, policies, and programs. Notwithstanding the foregoing, the Executive shall not be entitled to receive the payment described in this Section 5(a) unless and until the Executive signs a release of liability in form and substance reasonably satisfactory to the Company.
Certain Severance Payments. Without limiting the generality of Section 2.1, Manager shall make or cause to be made the severance payments set forth on Schedule 2.2.
Certain Severance Payments. Notwithstanding the provisions of Section 8.9(c) hereof, in the event that, prior to the first anniversary of the Effective Time, the employment of any of those headquarter staff employees identified on the Employee Benefits Matters Schedules is terminated either (i) by the Surviving Corporation or (ii) in the event such employee is not hired by the Surviving Corporation, by ITT, then all costs and obligations related to or arising out of such termination pursuant to plans, policies, agreements or arrangements in effect as of the date hereof (or such replacement plans, policies, agreements or arrangements as required under Section 8.9(c)), shall be shared equally by ITT and the Surviving Corporation; provided, however, that the total costs and obligations incurred by the Surviving Corporation and its Subsidiaries with respect to all such terminations shall not exceed $5,000,000, and once such $5,000,000 maximum is reached, all costs and obligations shall be borne solely by ITT, Starwood and their Subsidiaries, as applicable.
Certain Severance Payments. Buyer or one of its Affiliates shall reimburse Seller for 100% of any severance or similar termination payments or benefits actually paid or provided by Seller or any of its Affiliates in accordance with Applicable Law or the terms of an applicable Employee Plan to any Seller Business Employee (other than a Non-Core Employee) to whom Buyer is required to make an offer of employment pursuant to Section 9.01(a) and fails to make an offer of employment which complies in all material respects with the terms and conditions described in this Article 9 and Applicable Law (a “Compliant Offer”) if (i) such Seller Business Employee (x) does not receive such offer or (y) rejects such offer and (ii) Seller or one of its Affiliates provides notice of the termination of employment of such Seller Business Employee with Seller and its Affiliates not later than 30 days following the last to occur of (A) the Closing Date, (B) the Leave Return Date, if applicable, or (C) if applicable, the expiration of the period that such Seller Business Employee provides services to Buyer pursuant to the Transition Services Agreement. Buyer or one of its Affiliates shall reimburse Seller for 50% of any severance or similar termination payments or benefits actually paid or provided by Seller or any of its Affiliates in accordance with Applicable Law or the terms of an applicable Employee Plan to any Seller Business Employee (other than a Non-Core Employee) to whom Buyer is required to make an offer of employment pursuant to Section 9.01(a) and makes a Compliant Offer if (y) such Seller Business Employee rejects such Compliant Offer and (z) Seller or one of its Affiliates provides notice of termination of the employment of such Seller Business Employee with Seller and its Affiliates not later than 30 days following the last to occur of (A) the Closing Date, (B) the Leave Return Date, if applicable, or (C) if applicable, the expiration of the period that such Seller Business Employee provides services to Buyer pursuant to the Transition Services Agreement. Notwithstanding anything in this Section 9.03 to the contrary, in no event shall Buyer be obligated under this Section 9.03 to reimburse Seller for any severance or similar termination payments or benefits made by Seller or its Affiliates to a Seller Business Employee to the extent that the amount of such payments or benefits exceeds the amount of the payments or benefits to which such Seller Business Employee would have been entitled unde...
