Base Agreement. (a) Effective as of the close of business on January 31, 2022 (the “Separation Date”), Employee’s service with Employer and its affiliates in all capacities will terminate and Employee will cease to serve as Chief Executive Officer of Employer and as a member of the Board. Effective as of the Separation Date, Employee will commence service as Senior Advisor to Employer to serve at the direction of the Board to assist in facilitating the successful transition of Employer’s new Chief Executive Officer. Employee shall serve as Senior Advisor without additional compensation, except as provided in paragraph 1(d) herein, to Employer through the one-year anniversary of the Separation Date, unless Employer no longer requires such services and terminates the Senior Advisor services prior to such date. As Senior Advisor, Employee shall be reasonably available to the Chief Executive Officer on a non-exclusive basis not to exceed twenty (20) hours per calendar month and may perform the duties set forth in this Section 1 of this Agreement remotely, from a location of Employee’s choosing. Employer agrees to provide reasonable notice to Employee of any need for advice and assistance and Employee agrees to respond to email and other inquiries within a reasonable timeframe. Employee shall remain on the Board of ▇▇▇▇ Interactive, Ltd. and ▇▇▇▇ Macau, Limited as a member through December 31, 2022, but effective as of the Separation Date, shall otherwise be deemed to have resigned from all other positions (including board of director memberships) that Employee may have held immediately prior to the Separation Date. (b) Employee agrees to reasonably cooperate with Employer, Employer’s counsel, and any federal, state, or local governmental agency or regulatory body regarding any outstanding matters that involved Employee during the time and scope of his employment with Employer. Employer will reimburse Employee for all reasonable fees and expenses incurred through Employee’s participation in such cooperation; provided that Employee must obtain Employer’s approval before incurring fees or expenses in excess of $10,000. (c) The Indemnification Agreement dated October 21, 2002, by and between Employee, on the one side, and Employer or any of Employer’s Affiliates, on the other side, shall remain in effect. (d) In exchange for Employee’s consulting advice and guidance in connection with Employee’s transition and Employee’s cooperation under Sections 1(a) and (b) above and contingent upon Employee’s execution and non-revocation of this Agreement and the Subsequent Release (as defined below), Employee and Employer agree that: i. Employer will pay Employee a single, lump-sum cash payment in the amount equal to (A) $3,000,000 (representing 18 months of Employee’s current Base Salary of $2,000,000), plus (B) 11/12th of the greater of (x) the bonus payable to Employee pursuant to Section 1(d)(ii) below and (y) the 2020 annual bonus of $2,200,000 paid to Employee, less all applicable taxes and withholding, with such payment to be made within 15 days of the date the Subsequent Release becomes binding and irrevocable; ii. Employer will pay Employee the annual bonus earned for 2021 based on actual performance against the applicable performance metrics and not to be less than the percentage of target received by any other executive of Employer within the Executive Bonus program; iii. Employee will remain eligible to participate in Employer’s senior executive health program through the first anniversary of the Separation Date on the same terms and conditions as an active employee. For the avoidance of doubt, such health benefits coverage will be paid for by Employer to the same extent as if Employee were still employed by Employer as a senior executive, and Employee will be required to make such payments as Employee would be required to make if Employee were still employed by Employer as a senior executive; and iv. On the date the Subsequent Release becomes binding and irrevocable following the Separation Date, Executive will vest in 82,238 shares of restricted Employer Common Stock (the “Restricted Stock”). (e) Employee understands and agrees that no other wages, vacation, sick pay, benefits, stock, or other compensation is due to Employee other than for accrued base salary and unused vacation pay or as set forth in this Agreement. The parties acknowledge and agree that all options granted under the Non-Qualified Stock Option Agreement dated May 6, 2009 have vested and those options will remain subject to the terms and conditions of such agreement.
Appears in 1 contract
Base Agreement. (a) Effective Employer and Employee acknowledge and agree that Employee’s employment with Employer shall terminate as of the close of business on January August 3, 2018. However, through December 31, 2022 (the “Separation Date”)2018, Employee’s service with Employer and its affiliates in all capacities will terminate and Employee will cease remain available to serve as Chief Executive Officer the CEO of Employer and as a member of the Board. Effective as of the Separation Dateprovide advice, Employee will commence service as Senior Advisor guidance and cooperation with respect to Employer to serve at the direction of the Board to assist in facilitating the successful transition of Employer’s new Chief Executive Officerlitigation and general corporate matters. Employee shall serve as Senior Advisor without additional compensation, except as provided in paragraph 1(d) herein, not be required to Employer through the one-year anniversary of the Separation Date, unless Employer no longer requires such services and terminates the Senior Advisor services prior to such date. As Senior Advisor, Employee shall be reasonably available to the Chief Executive Officer on a non-exclusive basis not to exceed twenty (20) devote more than 25 hours per calendar month to the performance of advisory services for Employer pursuant to this Agreement and may perform the duties set forth in this Section 1 of this Agreement remotely, from a location of Employee’s Employees choosing. Employer agrees to provide reasonable notice to Employee of any need for advice and assistance and Employee agrees to respond to email and other inquiries within a reasonable timeframe. Employee shall remain on the Board of ▇▇▇▇ Interactive, Ltd. and ▇▇▇▇ Macau, Limited as a member through December 31, 2022, but effective as of the Separation Date, shall otherwise be deemed to have resigned from all other positions (including board of director memberships) that Employee may have held immediately prior to the Separation Date.
(b) Through December 31, 2018, Employee agrees to reasonably cooperate with Employer, Employer’s counsel, and any federal, state, or local governmental agency or regulatory body regarding any outstanding matters that involved Employee during the time and scope of his her employment with Employer. Employer will shall reimburse Employee for all reasonable fees and expenses incurred through Employee’s participation in such cooperation; provided that Employee must obtain Employer’s approval before incurring fees or expenses in excess of $10,000.
(c) The Indemnification Agreement dated October 21February 7, 20022018, by and between Employee, on the one side, and Employer or any of Employer’s Affiliates, on the other side, shall remain in effect. Nothing in this Agreement shall in any way limit, modify or impact the Employee’s rights under said Indemnification Agreement, including, without limitation, the Release set forth in Section 3 hereof.
(d) In exchange for Employee’s consulting advice and guidance in connection with Employee’s transition and Employee’s cooperation under Sections 1(a) and (b) above and contingent upon Employee’s execution and non-revocation of this Agreement and the Subsequent Release (as defined below), Employee and Employer agree that:
i. Employer will pay Employee a single, lump-sum cash payment in the amount equal to of one million eight hundred fourteen thousand (A) $3,000,000 (representing 18 months of Employee’s current Base Salary of $2,000,0001,814,000.00), plus (B) 11/12th of the greater of (x) the bonus payable to Employee pursuant to Section 1(d)(ii) below and (y) the 2020 annual bonus of $2,200,000 paid to Employee, less all applicable taxes and withholding, with such on or before August 8, 2018. Such payment to be made within 15 days of the date the Subsequent Release becomes binding reflects all unpaid base salary through December 31, 2018, projected 2018 bonus compensation, and irrevocable;unpaid but accrued vacation pay.
ii. Employer will pay (e) Employee the annual bonus earned for 2021 based on actual performance against the applicable performance metrics and not to be less than the percentage of target received by any other executive of Employer within the Executive Bonus program;
iii. Employee will shall remain eligible able to participate in Employer’s senior executive health program through December 31, 2018. When Employee becomes eligible for benefits under the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”) and Employee elects to continue health coverage under COBRA, Employer will pay the entire monthly premium for such COBRA coverage for Employee and for Employee’s dependents, from the first anniversary of the Separation Date date on the same terms and conditions which Employee loses health coverage as an active employee. For employee of Employer (with any payments commencing after such date being made retroactively to such date) until the avoidance expiration of doubtEmployee’s continuation coverage under COBRA.
(f) On January 14, such health benefits coverage will be paid for by 2016, Employer to the same extent as if awarded Employee were still employed by Employer as a senior executive, and Employee will be required to make such payments as Employee would be required to make if Employee were still employed by Employer as a senior executive; and
iv. On the date the Subsequent Release becomes binding and irrevocable following the Separation Date, Executive will vest in 82,238 stock award of 13,203 shares of restricted Employer Common Stock (the “Restricted StockFirst Stock Award”) which First Stock Award is evidenced by a Stock Agreement entered into by and between Employer and Employee on January 15, 2016 (the “Stock Agreement”).
(e) Employee understands and agrees that no other wages, vacation, sick pay, benefits, stock, or other compensation is due to Employee other than for accrued base salary and unused vacation pay or as set forth in this Agreement. The parties acknowledge and agree Stock Agreement is hereby amended to provide that all options granted under the Non-Qualified Stock Option Agreement dated May 6“Transfer Restriction Release Date” shall mean August 3, 2009 have vested and those options will remain subject to the terms and conditions of such agreement2018.
Appears in 1 contract