Separation Benefits Clause Samples

Separation Benefits. In consideration of, and subject to and conditioned upon (i) Employee’s timely execution of this Agreement, (ii) Employee’s continued employment through the Separation Date, (iii) Employee’s continued compliance with the Loyalty Agreement (as defined below) and (iv) Employee’s timely execution of the general release attached hereto as Exhibit A (the “Additional Release”) on or within seven (7) days following the Separation Date, the Company will provide Employee with the separation benefits set forth in Section 4(c) (Severance Payments Upon a Termination Without Cause or Resignation with Good Reason) of the Employment Agreement subject to the terms, including payment timing, set forth therein, as modified herein, and Sections 9(k) (Withholding) and 9(m) (Section 409A) of the Employment Agreement, as set forth below. The Company and Employee acknowledge the following: (a) The aggregate amount of Annual Base Salary to be paid in accordance with the Company’s payroll practices during the period commencing on the Separation Date and ending on the twelve (12)-month anniversary thereof in accordance with Section 4(c)(i)(A) of the Employment Agreement is $600,000. No prorated Annual Bonus shall be payable to Employee for 2022 pursuant to Section 4(c)(i)(B) of the Employment Agreement. (b) With respect to Employee’s outstanding equity awards and earnout rights: (i) Notwithstanding anything to the contrary in Employee’s applicable equity award agreements, the termination of Employee’s employment hereunder shall constitute a termination of service as of the Separation Date for purposes of all such outstanding equity awards. (ii) Of Employee’s 128,218 stock options that were granted on January 21, 2021, with an exercise price of $11.35, (A) 32,054 stock options are fully vested and shall remain exercisable for three (3) months following the Separation Date, (B) 32,054 stock options shall vest as of the Separation Date pursuant to Section 4(c)(i)(C) of the Employment Agreement and remain exercisable for three (3) months following the Separation Date; and (C) the remaining 64,110 stock options shall be automatically cancelled and forfeited as of the Separation Date. (iii) Employee’s 254,818 fully-vested stock options that were converted on January 21, 2021 from stock options granted on November 1, 2015, with a current exercise price of $0.64, shall remain exercisable for three (3) months from the Separation Date. (iv) Employee’s 613,480 fully-vested stock options that ...

Separation Benefits. If this Agreement is terminated either by the Company without Cause in accordance with Section 6(c) (including the Company’s non-renewal of this Agreement) or by Employee resigning his employment for Good Reason in accordance with Section 6(d), the Company shall have no further obligation to Employee under this Agreement, except the Company shall provide the Accrued Obligations to Employee in accordance with Section 7(a) plus the following payments and benefits (collectively, the “Separation Benefits”) to Employee: (i) an amount equal to one times the sum of the Base Salary in effect immediately before the Termination Date plus the Annual Bonus received by Employee for the fiscal year preceding the Termination Date (or if Employee was employed for less than one full fiscal year prior to the Termination Date, the Annual Bonus for purposes of this Section 7 shall be the Annual Bonus payable during the current fiscal year at the target amount provided above) (together, the “Separation Pay”); and (ii) during the six-month period commencing on the Termination Date that Employee is eligible to elect and elects to continue coverage for himself and his eligible dependents under the Company’s group heath insurance plan pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), or similar state law, the Company shall reimburse Employee on a monthly basis for the difference between the amount Employee pays to effect and continue such coverage under COBRA and the employee contribution amount that active employees of the Company pay for the same or similar coverage; provided, however, that Employee shall notify the Company in writing within five days after he becomes eligible after the Termination Date for group health insurance coverage, if any, through subsequent employment or otherwise and the Company shall have no further reimbursement obligation after Employee becomes eligible for group health insurance coverage due to subsequent employment or otherwise. The Separation Pay shall be paid to Employee in a lump sum within 60 days of the Termination Date; provided, however, that no Separation Pay shall be paid to Employee unless the Company receives, on or within 55 days after the Termination Date, an executed and fully effective copy of the Release (as defined below). Any COBRA reimbursements due under this Section shall be made by the last day of the month following the month in which the applicable premiums were paid by Employee. ...

Separation Benefits. Executive shall be entitled to receive separation benefits upon such events and in such amounts as are set forth in this Section 6.

Separation Benefits. Provided that ▇▇▇▇▇▇▇ (x) executes this Agreement on or after the Separation Date and prior to November 21, 2016, returns a copy of this Agreement that has been executed by him to the Company so that it is received by ▇▇▇▇▇ ▇▇▇▇▇▇, Senior Vice President and General Counsel, ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, Suite 2020, Houston, Texas 77002 (email: ▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇) no later than 5:00 pm central standard time on November 21, 2016; (y) does not revoke his acceptance of this Agreement pursuant to Section 9 below; and (z) satisfies the other terms and conditions set forth in this Agreement, ▇▇▇▇▇▇▇ shall receive the following consideration: (a) The Company shall pay ▇▇▇▇▇▇▇ a lump sum cash severance payment equal to $531,093.80, less applicable taxes and withholdings, which payment shall be paid on the Company’s first regularly scheduled pay date following the expiration of the Release Revocation Period (as defined below) (the “Initial Payment Date”); (b) The Company shall pay ▇▇▇▇▇▇▇ a lump sum cash payment equal to $31,200, less applicable taxes and withholdings, which payment represents the cost of COBRA continuation coverage for ▇▇▇▇▇▇▇ for 12 months following the Separation Date and shall be paid on the Initial Payment Date; (c) Pursuant to the terms of ▇▇▇▇▇▇▇’▇ STI Award Grant Notice and STI Award Agreement dated February 9, 2016 (the “STI Award Agreement”), a pro-rated portion of the Target Amount (as defined in the STI Award Agreement) will be deemed to have become earned for the Performance Period (as defined in the STI Award Agreement, the “2016 STI Performance Period”), which pro-rated portion shall be equal to $333,484 (the “Target STI Value”) and shall be settled by issuing to ▇▇▇▇▇▇▇ a number of common units (“Common Units”) in Black Stone Minerals, L.P., a Delaware limited partnership (the “Partnership”) (rounded to the nearest whole Common Unit) equal to the number of Common Units that, as of the Separation Date, have a Fair Market Value (as defined in the Black Stone Minerals, L.P. Long-Term Incentive Plan) equal to the Target STI Value on or before December 31, 2016, but in no event prior to the expiration of the Release Revocation Period; provided, however, that if the dollar value of the STI Award (as defined in the STI Award Agreement) that would have become earned based on actual performance for the 2016 STI Performance Period multiplied by a fraction, the numerator of which is the number of days ▇▇▇▇▇▇▇ was employed by the Company in th...

Separation Benefits. You shall be entitled to receive separation benefits upon termination of employment only as set forth in this Section 3; provided, however, that in the event you are entitled to any severance pay under a Company-sponsored severance pay plan, any such severance pay to which you are entitled under such severance pay plan shall reduce the amount of severance pay to which you are entitled pursuant to this Section 3. In all cases, upon termination of employment you will receive payment for all salary, earned bonus (if any) and unused vacation accrued as of the date of your termination of employment, and your benefits will be continued under the Company’s then existing benefit plans and policies in accordance with such plans and policies in effect on the date of termination and in accordance with applicable law. In furtherance of, and not in limitation of the foregoing, but without duplication, during the period wherein which you shall be receiving Separation Payments in accordance with the provisions of Section 3(d) hereof (the “Severance Period”), then the Company shall, at its election, either (i) continue to pay for your health benefits under the Company’s sponsored health care program in which you were enrolled and eligible to receive benefits prior to your termination of employment, or (ii) pay for your health coverage under the Consolidated Omnibus Budget Reconciliation Act (“COBRA”), in each case, for the Severance Period, when such premiums are due and owing.

Separation Benefits. For purposes of this Agreement, “Separation Benefits” shall mean:

Separation Benefits. In exchange for the mutual promises made in the Agreement, the parties shall do the following: (a) The Company shall compensate Executive through the Separation Date in accordance with normal payroll practices, provided that Employee performs transition services reasonably requested by Company through the Separation Date. (b) The Company shall reimburse Executive for business expenses incurred through the Separation Date in accordance with the Company’s policies and procedures. (c) The Company shall pay Executive the prorated portion of her annual cash bonus based on thirty-five percent (35%) of base salary subject to applicable withholdings and payable no later than thirty (30) days following the Separation Date. (d) The Company shall pay Executive for any accrued but unused paid time-off at the time of the next regular payroll payment following the Separation Date subject to applicable local, state, federal and social security tax withholdings. (e) The Company shall pay Executive an amount equal to twelve (12) months of her three hundred thousand dollar ($300,000) base annual salary to be paid in accordance with normal payroll procedures for three (3) months following the Separation Date and the balance to be paid in a lump sum within ninety (90) days of the Separation Date subject to applicable local, state, federal and social security tax withholdings. (f) The Company and Executive agree to jointly draft a press release on her transition, characterizing it in positive terms. (g) Executive shall transition to a consulting role according to the terms of the Consulting Agreement. (h) Notwithstanding any provisions concerning stock vesting which may be to the contrary, the Company agrees that those certain stock options granted pursuant to an Option Agreement dated March 13, 2020 and an expiration of March 12, 2025, an Option Agreement dated October 1, 2020 and an expiration of September 30, 2025, and an Option Agreement dated December 31, 2020 with an expiration of December 30, 2030 shall become immediately vested as of the Separation Date and shall be exercisable in accordance with the terms of the Company’s Option Plan.

Separation Benefits. SICK LEAVE PAY AT SEPARATION for MBUs hired after August 16, 2005

Separation Benefits. In consideration of your release and waiver of claims set forth in Section 3 below and in the reaffirmation of this Agreement in the form attached hereto as Exhibit A (the “Reaffirmation”), and subject to your execution, delivery and non-revocation of this Agreement and continued compliance with this Agreement, including but not limited to Sections 2(a), 11, 12, and 13 hereof, and in lieu of your right to receive the 2024 Target Bonus and the severance benefits to which you would otherwise be entitled to receive pursuant to the Offer Letter, provided that your employment is not terminated by you or by the Company for Cause prior to the Scheduled Separation Date and you perform your duties during the Transition Period in good faith, you will be entitled to the following separation benefits (the “Consideration”): (i) payment of an amount equal to $750,000, payable in a single lump sum on the first regular payroll date following the Reaffirmation Effective Date (as defined in Exhibit A); (ii) subject to your timely election of COBRA continuation coverage after the Separation Date and payment of your premiums associated with such COBRA continuation coverage, payment of a subsidy by the Company on your behalf to the Company Group’s health plans (the “COBRA Subsidy”), during the twelve-month period following the Separation Date (the “COBRA Severance Term”), so that, after giving effect to the COBRA Subsidy, you shall receive COBRA continuation coverage at the same rate that active, eligible employees pay for such coverage during the COBRA Severance Term; subject to the same coverage limits, deductibles, co-insurance provisions, and other terms and conditions applicable to you as of the Separation Date, with your contribution to such plan to be paid by you in the same period (e.g., monthly, bi-weekly, etc.) as all other employees of the Company Group; and (iii) all of your then-outstanding equity awards will remain outstanding and continue to vest through the Scheduled Separation Date.