Adjustments of Payments and Benefits. Notwithstanding any provision of this Agreement to the contrary, if any payment or benefit to be paid or provided hereunder or under any other plan or agreement would be an Excess Parachute Payment, within the meaning of Section 280G of the Code, or any successor provision thereto, but for the application of this sentence, then the payments and benefits to be paid or provided hereunder shall be reduced to the minimum extent necessary (but in no event to less than zero) so that no portion of any such payment or benefit, as so reduced, constitutes an Excess Parachute Payment; provided, however, that the foregoing reduction shall be made only if and to the extent that such reduction would result in an increase in the aggregate payments and benefits to be provided, determined on an after-tax basis (taking into account the excise tax imposed pursuant to Section 4999 of the Code, or any successor provision thereto, any tax imposed by any comparable provision of state law, and any applicable federal, state and local income taxes). The determination of whether any reduction in such payments or benefits to be provided hereunder is required pursuant to the preceding sentence shall be made at the expense of the Corporation, if requested by Employee or the Corporation, by the Corporations independent accountants or a nationally recognized law firm chosen by the Corporation. The fact that Employees right to payments or benefits may be reduced by reason of the limitations contained in this Section shall not of itself limit or otherwise affect any other rights of Employee under this Agreement. In the event that any payment or benefit intended to be provided hereunder is required to be reduced pursuant to this Section, then the reduction shall occur in the following order: # reduction of the lump sum severance amount set forth in [Section 4.1(a)]; and # reduction, on a pro-rata basis, of any Excess Parachute Payments under any other plan or arrangement.
Benefits Payments. Upon completion of appropriate forms and subject to applicable terms and conditions under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), the Company shall continue to pay its share of the costs for Employee’s coverage under the Company’s group health insurance plan, until the earlier to occur of twelve (12) months following Executive’s termination date or the date Executive begins employment with another employer; provided that such Company-paid premiums may be recorded as additional income pursuant to Section 6041 of the Code and not entitled to any tax qualified treatment to the extent necessary to comply with or avoid the discriminatory treatment prohibited by the Patient Protection and Affordable Care Act of 2010 and the Health Care and Education Reconciliation Act of 2010 or Section 105(h) of the Code. Executive shall bear full responsibility for applying for COBRA continuation coverage and Company shall have no obligation to provide Executive such coverage if Executive fails to elect COBRA benefits in a timely fashion.
Payments and Benefits. If, during the Term, the Employee either # experiences an involuntary Termination of Employment by the Company without Cause during the Post-Change in Control Period, or # voluntarily resigns effecting a Termination of Employment for Good Reason during the Post-Change in Control Period, or # voluntarily resigns effecting a Termination of Employment without Good Reason during the Post-Change in Control Window Period (each, a “Qualifying Termination of Employment”), then the Employee will be entitled to:
Termination Payments/Benefits. In the event that your employment terminates under paragraph 11(a) or (b), you shall thereafter receive the compensation and benefits described below and the following shall apply:
Termination, Disability or Retirement: On a Participant's entitlement to payment of benefits under either [Section 6.1, 6.2, or 6.4]4]4], he shall file with the Committee his written election on such form or forms, and subject to such conditions as the Committee shall provide. His election shall specify whether he wishes payments of his benefits to be made as of such entitlement or to be deferred to the extent provided below. If payments become due for any reason other than Retirement, death or Disability, and if the amounts due from the Participant's Accounts are in excess of ( before ), payment of such amounts shall be deferred to the extent provided below unless the Participant, and his spouse, if applicable, consent to earlier payment. Effective , a contribution to a Rollover Account (and earnings allocable thereto) within the meaning of [[sections 402(c), 403(a)(4), 403(b)(8), 408(d)(3)(A)(ii), and 457(e)(16)])])])])]])])])])] of the Code shall not be counted in determining whether the amounts due from the Participant's Accounts exceeds the threshold, but shall be counted in determining the threshold.
Payments and Benefits. Pursuant to the terms of the Employment Agreement, Executive shall receive the following payments and benefits, in each case where appropriate less amounts as may be required to be deducted for the payment of federal and state taxes and other appropriate withholdings and deductions:
“Reinsured Liabilities” shall mean the applicable Quota Share of: # all liabilities of the for contractual benefits arising under the express terms of the Reinsured Policies, including without limitation all claims, benefits, unearned premiums, periodic payments, claim expenses including litigation expenses, interest on claims or unearned premiums, amounts payable for returns or refunds of premium amounts, withdrawals, surrenders, guaranteed minimum death benefits, guaranteed minimum accumulation benefits, guaranteed minimum income or withdrawal benefits, incurred but not reported claims, pending claims and benefits (including death benefits, lump sum payments, waiver of premium benefits, annuitization payments, Supplementary Contracts, deferred payments, payments in respect of market value adjustments, rights to purchase additional coverage, paid-up additions, and any
Other Payments and Benefits. In the event the employment of the Employee terminates after the occurrence of a Change of Control, Employee shall continue to be entitled to receive the payments and benefits provided subsequent to the applicable event of Termination pursuant to [Section 7].
Severance Payments and Benefits. Provided that you execute the Waiver and Release Agreement attached as [Schedule A] hereto no later than , and you do not revoke the Waiver and Release in accordance with its terms, you will be entitled to receive the following severance payments and benefits, which you acknowledge are amounts that you would not otherwise be entitled to receive:
Adjustments. Notwithstanding anything to the contrary contained in this Agreement, if any Lender becomes a Defaulting Lender, then, until such time as that Lender is no longer a Defaulting Lender, to the extent permitted by applicable Requirement of Law:
AllDrafts is a cloud-based editor designed specifically for contracts. With automatic formatting, a massive clause library, smart redaction, and insanely easy templates, it’s a welcome change from Word.
And AllDrafts generates clean Word and PDF files from any draft.