Example ContractsClausesConditions and Timing for Severance Benefits
Conditions and Timing for Severance Benefits
Conditions and Timing for Severance Benefits contract clause examples

Conditions and Timing for Severance Benefits. The Severance Benefits set forth in Sections 6(a) and 6(b) above are expressly conditioned upon: # your continuing to comply with your obligations under this Agreement and your Employee Confidential Information and Invention Assignment Agreement, as may be amended by you and the Company from time to time (“Confidential Information Agreement”); and # you signing, dating, and returning to the Company a general release of all known and unknown claims in a termination agreement acceptable to the Company, (provided that, for the avoidance of doubt, such agreement will include a commitment from you to comply with your continuing obligations under your Confidential Information Agreement, but will not include a release of any rights or claims for indemnification you may have pursuant to any written indemnification agreement with the Company to which you are a party, the Company’s bylaws, or applicable law) (the “Release”) within the applicable deadline set forth therein and permitting the Release to become effective in accordance with its terms, which must occur no later than the Release Deadline (as defined in Section 7 below). The salary continuation payments described in Section 6(a) and 6(b) will be paid in substantially equal installments on the Company’s regular payroll schedule and subject to standard deductions and withholdings over the Severance Period following termination; provided, however, that no payments will be made prior to the effectiveness of the Release. On the effective date of the Release, the Company will pay you the salary continuation payments that you would have received on or prior to such date in a lump sum under the original schedule but for the delay while waiting for the effectiveness of the Release, with the balance of the cash severance being paid as originally scheduled.

Conditions and Timing for Severance Benefits. The severance benefits set forth in [Sections 8.2 and 8.3] above are expressly conditioned upon: # Executive’s continuing to comply with Executive’s obligations under Executive’s Proprietary Agreement; and # Executive signing and not revoking a general release of legal claims in the form provided by the Company which shall include a full general release of claims against the Company and related persons and entities and a commitment from Executive to comply with Executive’s continuing obligations under Executive’s Proprietary Agreement, but will not include a release of any rights or claims for indemnification Executive may have pursuant to any written indemnification agreement with the Company to which Executive is a party, the Company’s bylaws, or applicable law (the “Release”) within the applicable deadline set forth therein and permitting the Release to become effective in accordance with its terms, which must occur no later than forty-five (45) days following the date of termination (the “Release Deadline”). The salary continuation payments described in Section 8.2 will be paid in substantially equal installments on the Company’s regular payroll schedule and subject to standard deductions and withholdings over the Severance Period following termination; provided, however, that no payments will be made prior to the effectiveness of the Release. On the effective date of the Release, the Company will pay Executive the salary continuation payments that Executive would have received on or prior to such date in a lump sum under the original schedule but for the delay while waiting for the effectiveness of the release, with the balance of the cash severance being paid as originally scheduled.

Conditions and Timing for Severance Benefits. The Severance Benefits set forth in Sections 6(a) and 6(b) above are expressly conditioned upon: # your continuing to comply with your obligations under this Agreement and your Employee Confidential Information and Invention Assignment Agreement, as may be amended by you and the Company from time to time (“Confidential Information Agreement”); and # you signing, dating, and returning to the Company a general release of all known and unknown claims in a termination agreement acceptable to the Company (provided that, for the avoidance of doubt, such agreement will include a commitment from you to comply with your continuing obligations under your Confidential Information Agreement, but will not include a release of any rights or claims for indemnification you may have pursuant to any written indemnification agreement with the Company to which you are a party, the Company’s bylaws, or applicable law) (the “Release”) within the applicable deadline set forth therein and permitting the Release to become effective in accordance with its terms, which must occur no later than the Release Deadline (as defined in Section 7 below). The salary continuation payments described in Section 6(a) and 6(b) will be paid in substantially equal installments on the Company’s regular payroll schedule and subject to standard deductions and withholdings over the Severance Period following termination; provided, however, that no payments will be made prior to the effectiveness of the Release. On the effective date of the Release, the Company will pay you the salary continuation payments that you would have received on or prior to such date in a lump sum under the original schedule but for the delay while waiting for the effectiveness of the Release, with the balance of the cash severance being paid as originally scheduled.

Conditions For Severance Benefits. For purposes of this Agreement, “Conditions” means: # this Agreement becomes effective and Executive complies with its terms; # Executive’s employment does not terminate voluntarily or involuntarily for Cause prior to June 30, 2019; and # Executive signs and returns the “Supplemental Release” attached in the form of Exhibit A within the timeframe specified therein and the Supplemental Release becomes effective in accordance with its terms. In addition, if Executive breaches the Confidentiality Agreement, all payments of each of the Cash Severance, COBRA Amount and Incentive Amount shall immediately cease unless Executive demonstrates to the Company’s satisfaction that such breach was an inadvertent and de minimus violation of the Confidentiality Agreement that would not reasonably be expected to result in harm to the Company.

(i) Termination Not in Connection With or Within 18 Months of a Change in Control. If before, or more than eighteen months following, a Change in Control there occurs # a Termination Without Cause, or # the termination of Employee’s employment with the Company by Employee for Good Reason within 30 days following the earlier of # the Company’s failure to cure within the 30-day period set forth in the definition of Good Reason, and # the Company’s notice to Employee that it will not cure the event giving rise to such termination for Good Reason, then # Employee shall receive a lump sum amount equal to the number of months constituting the Severance Period at the time of termination times the Employee’s monthly base salary (determined as the Employee’s highest monthly base salary paid to Employee while employed by the Company; base salary does not include any bonus, commissions or other incentive payments or compensation); # subject to Section 2(b) below, Employee shall be entitled to a continuation of all Health and Welfare Benefits for Employee and, if applicable, Employee’s eligible dependents during the Severance Period at the time they would have been provided or paid had the Employee remained an employee of Company during the Severance Period and at the levels provided prior to the event giving rise to a termination; # Employee shall receive the amount of Employee’s annual incentive compensation plan payout for the annual incentive compensation plan year in which Employee’s date of termination occurred, based on actual performance for the entire performance period and prorated for the amount of time Employee was employed by the Company prior to the date of termination during such plan year (“Actual Incentive Compensation Payment”); and # the Company shall make available to Employee career transition services at a level and with a provider selected by the Company in accordance with [Section 2(g)] below.

(i) Termination Not in Connection With or Within 18 Months of a Change in Control. If before, or more than eighteen months following, a Change in Control there occurs # a Termination Without Cause, or # the termination of Employee’s employment with the Company by Employee for Good Reason within 30 days following the earlier of # the Company’s failure to cure within the 30-day period set forth in the definition of Good Reason, and # the Company’s notice to Employee that it will not cure the event giving rise to such termination for Good Reason, then # Employee shall receive a lump sum amount equal to the number of months constituting the Severance Period at the time of termination times the Employee’s monthly base salary (determined as the Employee’s highest monthly base salary paid to Employee while employed by the Company; base salary does not include any bonus, commissions or other incentive payments or compensation); # subject to Section 2(b) below, Employee shall be entitled to a continuation of all Health and Welfare Benefits for Employee and, if applicable, Employee’s eligible dependents during the Severance Period at the time they would have been provided or paid had the Employee remained an employee of Company during the Severance Period and at the levels provided prior to the event giving rise to a termination; # Employee shall receive the amount of Employee’s annual incentive compensation plan payout for the annual incentive compensation plan year in which Employee’s date of termination occurred, based on actual performance for the entire performance period and prorated for the amount of time Employee was employed by the Company prior to the date of termination during such plan year (“Actual Incentive Compensation Payment”); and # the Company shall make available to Employee career transition services at a level and with a provider selected by the Company in accordance with [Section 2(g)] below.

Form and Timing of Severance Benefits. The Severance Benefits described in [Sections 4.3(a), 4.3(b), 4.3(c) and 4.3(e)])])])] shall be paid in cash to the Executive in a single lump sum, subject to the Non-Competition and Release Agreement referred to in [Section 4.8], as soon as practicable following the Effective Date of Termination, but in no event beyond thirty (30) days from the later of the Effective Date of Termination and the successful expiration of the waiting periods described in [Section 4.8] and in no event later than the payment deadline for short-term deferrals under Treas. Reg. § 1.409A-1(b)(4) (or any successor provision). The Severance Benefit described in [Section 4.3(d)] shall be paid in cash to the Executive in a single lump sum, subject to the Non-Competition and Release Agreement described in [Section 4.8], as soon as practicable following the end of the year in which the Executive’s Effective Date of Termination occurs and in no event later than the payment deadline for short-term deferrals under Treas. Reg. § 1.409A-1(b)(4) (or any successor provision), subject to any deferral election by the Executive under an available deferred compensation plan that is applicable to such amount.

The Severance Payments described in [Section 7.1(a)] (Description of Severance Benefits for All Participants – Severance Payments) shall be paid in installments in accordance with the Company’s normal payroll periods and practices, commencing with the payroll period following the date on which the Release the Participant executed becomes fully effective and nonrevocable.

Form and Timing of Severance Benefits. The Severance Benefits described in [Sections 4.2] (a), (b) and (d) shall be paid in cash to the Executive in a single lump sum, subject to the satisfaction of the Non-Competition and Release Agreement requirements described in [Section 4.5], as soon as practicable following the Effective Date of Termination, but in no event later than sixty (60) days following the Effective Date of Termination and in no event later than the payment deadline for short-term deferrals under Treas. Reg. § 1.409A-1(b)(4) (or any successor provision). The Severance Benefit described in CEO Severance [Section 4.2(c)] shall be paid to the Executive in a single lump sum, subject to the satisfaction of the Non-Competition and Release Agreement requirements described in [Section 4.5], as soon as practicable following the end of the year in which the Executive’s Effective Date of Termination occurs and in no event later than the payment deadline for short-term deferrals under Treas. Reg. § 1.409A-1(b)(4) (or any successor provision), subject to any deferral election by the Executive under an available deferred compensation plan that is applicable to such amount.

Form and Timing of Severance Benefits. Subject to the provisions of Article 10, the Severance Benefits described in Section 2.3 shall be paid in cash to the Executive in a single lump sum as soon as practicable but, except as provided in [Section 11.11], in no event later than thirty (30) days following the Effective Date of Termination.

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