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. For the avoidance of doubt, Employee shall not be entitled to the Separation Benefits if this Agreement is terminated (i) due to Employee’s death; (ii) by the Company due to Employee’s Inability to Perform; (iii) by the Company for Cause; (iv) by Employee without Good Reason; or (v) by non-renewal by Employee in accordance with Sections 4(b) and 6(f).
Appears in 6 contracts
Sources: Employment Agreement (Tengasco Inc), Employment Agreement (Tengasco Inc), Employment Agreement (Riley Exploration - Permian, LLC)
Separation Benefits. 4.1 If this Agreement Employee’s employment is terminated either by the Company without Cause in accordance with for any reason other than for Cause, death or disability and Section 6(c4.2 does not apply, Employee shall be entitled to the following separation benefits:
(a) (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 The Company shall have no further obligation pay, or cause to be paid, to Employee under this Agreement, except within 30 days of 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: Termination Date (i) the full base salary earned by Employee through, but unpaid at, the Termination Date, plus (ii) credit for any vacation earned by Employee but not used at the Termination Date, plus (iii) all other amounts owed by the Company to Employee (other than any bonus payment of any kind) but unpaid as of the Termination Date.
(b) The Company shall pay, or cause to be paid, to Employee (i) in a lump sum not later than thirty (30) days after the Termination Date an amount equal to one times 200% of the sum of (A) Employee’s base annual salary at the Base Salary highest rate in effect at any time during the twelve (12) months immediately before the Termination Date plus the Annual Bonus received by Employee for the fiscal year preceding the Termination Date Date, and (or if Employee was employed B) Employee’s targeted bonus for less than one full fiscal the current year, and (ii) Employee’s targeted bonus payment for the year prior of termination prorated to the Termination Date, the Annual Bonus .
(c) The Company shall provide to Employee for purposes a period of this Section 7 shall be the Annual Bonus payable during the current fiscal year at the target amount provided aboveeighteen (18) (together, the “Separation Pay”); and (ii) during the six-month period commencing on months after the Termination Date that Employee is eligible to elect and elects to continue medical and/or dental coverage for himself and his eligible dependents under the Company’s group heath insurance plan pursuant medical and/or dental plans, without any cost to the Consolidated Omnibus Budget Reconciliation Act Employee in excess 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 any employee contribution amount that active employees would be payable by Employee if Employee remained employed by a member of the Company pay for the same or similar coverageCompany; provided, however, that if Employee becomes employed with another employer during such eighteen (18)-month period and is eligible to receive medical and/or dental coverage under another employer-provided plan, the medical and/or dental coverage described herein shall notify be secondary to those provided under such other plan. In addition, on the last day of such eighteen (18)-month period, the Company shall pay, or cause to be paid, to Employee an amount in writing cash equal to the aggregate amount that would be payable by the Company for such medical and/or dental coverage for six (6) months if Employee remained employed by the Company for such period.
(d) The restrictions applicable to each share of non-vested restricted stock of B▇▇▇▇ Shoe held by Employee that would have vested within five days after he becomes eligible after the two (2) year period following the Termination Date for group health insurance coverage, if any, through subsequent employment or otherwise and had Employee remained employed by the Company shall lapse as of the Termination Date.
(e) Each non-vested option to purchase B▇▇▇▇ Shoe stock held by Employee that would have no further reimbursement obligation after vested within the two (2) year period following the Termination Date had Employee becomes eligible remained employed by the Company shall vest as of the Termination Date.
(f) The Company shall pay the reasonable costs of outplacement services selected by the Company 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 reasonable period of time following the Termination Date; provided, however, that no Separation Pay such outplacement services shall be paid to Employee unless the Company receives, on or within 55 days provided 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 second calendar year following the month calendar year in which the applicable premiums were paid by Termination Date occurs.
4.2 If Employee. For the avoidance of doubt, Employee shall not be entitled to the Separation Benefits if this Agreement ’s employment is terminated within twenty-four (i24) due to Employee’s death; months after a Change of Control (ii) by the Company due to Employee’s Inability to Perform; (iiix) by the Company for any reason other than for Cause; , death or disability, or (ivy) by Employee without within ninety (90) days after the occurrence of Good Reason, Employee shall be entitled to the following separation benefits in place of, and not in addition to, the benefits set forth in Section 4.1:
(a) The Company shall pay, or cause to be paid, to Employee within 30 days of the Termination Date (i) the full base salary earned by Employee through, but unpaid at, the Termination Date, plus (ii) credit for any vacation earned by Employee but not taken at the Termination Date, plus (iii) all other amounts owed by the Company to Employee (other than any bonus payment of any kind) but unpaid as of the Termination Date.
(b) The Company shall pay, or cause to be paid, to Employee (i) in a lump sum six (6) months after the Termination Date an amount equal to 300% of the sum of (A) Employee’s base annual salary at the highest rate in effect at any time during the twelve (12) months immediately preceding the Termination Date, and (B) Employee’s targeted bonus for the current year; and (ii) Employee’s targeted bonus payment for the year of termination prorated to the Termination Date.
(c) The Company shall provide to Employee for a period of eighteen (18) months after the Termination Date medical and/or dental coverage under the Company’s medical and dental plans, without any cost to Employee in excess of any employee contribution that would be payable by Employee if Employee remained employed by the Company; provided, however, that if Employee becomes employed with another employer during such eighteen (18)-month period and is eligible to receive medical and/or dental coverage under another employer-provided plan, the medical and/or dental coverage described herein shall be secondary to those provided under such other plan. In addition, on the last day of such eighteen (18)-month period, the Company shall pay, or cause to be paid, to Employee an amount in cash equal to the aggregate amount that would be payable by the Company for such medical and/or dental coverage for eighteen (v18) months if Employee remained employed by the Company for such period.
(d) The restrictions applicable to each share of non-renewal vested restricted stock of B▇▇▇▇ Shoe held by Employee shall lapse and be exercisable as of the Termination Date.
(e) Each non-vested option to purchase B▇▇▇▇ Shoe stock held by Employee shall vest and be exercisable as of the Termination Date.
(f) For purposes of determining Employee’s benefit under the Company’s Supplemental Employment Retirement Plan, an additional three (3) years of Credited Service shall be credited to Employee’s actual or deemed Credited Service.
(g) The Company shall pay the reasonable costs of outplacement services selected by the Company for a reasonable period of time following the Termination Date; provided, however, that no such outplacement services shall be provided after the last day of the second calendar year following the calendar year in accordance with which the Termination Date occurs.
4.3 If Employee’s employment is terminated for any reason other than such reasons specified in Sections 4(b4.1 and 4.2, the Company shall pay, or cause to be paid, to Employee within 30 days of the Termination Date (i) the full base salary earned by Employee through, but unpaid at, the Termination Date, plus (ii) credit for any vacation earned by Employee but not taken at the Termination Date, plus (iii) all other amounts owed by the Company to Employee (other than any bonus payment of any kind) but unpaid as of the Termination Date.
4.4 The benefits set forth in Sections 4.1(c) and 6(f)4.2(c) shall run concurrently with any period of continuation coverage to which Employee is entitled under Section 601 of ERISA. Upon Employee’s re-employment during the period specified in each such Section, to the extent covered by the new employer’s plan, coverage under the Company’s plan shall lapse, subject to any continuation of coverage rights under Section 601 of ERISA. Employee’s participation in and/or coverage under all other employee benefit plans, programs or arrangements sponsored or maintained by the Company shall cease effective as of the Termination Date except as otherwise provided in such employee benefit plan, program or arrangement.
Appears in 5 contracts
Sources: Severance Agreement (Brown Shoe Co Inc), Severance Agreement (Brown Shoe Co Inc), Severance Agreement (Brown Shoe Co Inc)
Separation Benefits. (i) If this Agreement Executive’s employment with the Company ends for any reason, then Executive shall be entitled to: (1) Executive’s Base Salary through the Termination Date and any earned but unpaid annual bonus for the calendar year ending immediately prior to the Termination Date; (2) benefits as provided in Section 6 through the Termination Date; (3) reimbursement of expenses incurred by Executive through the Termination Date as provided in Section 7; and (4) accrued vacation and other paid-time-off (the “Accrued Obligations”).
(ii) (A) If Executive’s employment with the Company is terminated either by the Company for Cause, then, in addition to the compensation described in Section 9(c)(i), Executive shall forfeit and have no right to any of the Issued Common Stock (whether vested or unvested) if a Liquidity Event has not occurred and if a Liquidity Event has occurred then Executive shall forfeit and have no right to fifty percent (50%) of the Issued Common Stock that are vested on the Termination Date and no right to any unvested Issued Common Stock; and (B) if Executive terminates his employment without Good Reason, then, in addition to the compensation described in Section 9(c)(i), prior to a Liquidity Event Executive shall forfeit and have no right to 25% of the Issued Common Stock that are vested on the Termination Date and no right to any unvested Issued Common Stock and after a Liquidity Event Executive shall not forfeit any of his Issued Common Stock that are vested as of the Termination Date but shall forfeit and have no right to any unvested Issued Common Stock. For illustrative purposes, the following examples are provided:
(1) If Executive is terminated by the Company for Cause and Executive is 75% vested in accordance with Section 6(cthe Issued Common Stock on the Termination Date and a Liquidity Event has not occurred, Executive shall retain none of the vested or unvested Issued Common Stock.
(2) If Executive is terminated by the Company for Cause and Executive is 75% vested in the Issued Common Stock on the Termination Date and a Liquidity Event has occurred, Executive shall retain 37.5% of the Issued Common Stock and forfeit 62.5% of the Issued Common Stock.
(including 3) If Executive terminates his employment without Good Reason and Executive is 75% vested in the CompanyIssued Common Stock on the Termination Date and a Liquidity Event has not occurred, Executive shall retain 56.25% of the Issued Common Stock and forfeit 43.75% of the Issued Common Stock.
(4) If Executive terminates his employment without Good Reason and Executive is 75% vested in the Issued Common Stock on the Termination Date and a Liquidity Event has occurred, Executive shall retain 75% of the Issued Common Stock and forfeit 25% of the Issued Common Stock.
(iii) If the Company terminates Executive’s employment without Cause, if Executive terminates his employment for Good Reason or due to Disability or death or Executive’s employment is terminated by the Company or Executive after the Company has given notice of non-renewal of this Agreement) or by Employee resigning his employment for Good Reason Agreement in accordance with Section 6(d4 hereof, then in addition to the Accrued Obligations described in Section 9(c)(i), (1) the Company shall have no further obligation reimburse Executive (or the Executive’s qualified beneficiaries in the case of Executive’s termination due to Employee death) for premiums under this Agreementthe Consolidated Omnibus Budget Reconciliation Act paid after the Termination Date in substantially equal monthly payments following the Termination Date, except the Company and (2) Executive shall provide the Accrued Obligations receive, if such termination is not due to Employee in accordance with Section 7(a) plus the following payments and benefits (collectivelyDisability or death, the “Separation Benefits”) to Employee: (i) an amount a lump sum payment equal to one 1.0 times the sum of (a) 12 months’ Base Salary, plus (b) the Base Salary average actual bonus earned by Executive during the two previous calendar years (including with the Predecessor Employer). Notwithstanding the foregoing, the amounts described in effect immediately before this Section 9(c)(iii) shall be payable by reference to the Termination Date plus only if such date constitutes Executive’s “separation from service” from the Annual Bonus received Company within the meaning of Section 409(a)(2)(A)(i) of the Internal Revenue Code of 1986, as amended (the “Code”) and Treasury Regulation Section 1.409A-1(h) (a “Separation from Service”) and, if Executive’s Separation from Service occurs later, these amounts shall be paid (or commence, as applicable) by Employee for reference to such later Separation from Service and (3) Executive (or the fiscal year preceding Executive’s qualified beneficiaries in the case of Executive’s termination due to death) shall retain all Issued Common Stock that is vested on the Termination Date but shall forfeit and have no right to any Issued Common Stock that is unvested on the Termination Date. Payment of the payments and benefits described in clauses (1) and (2) above (but not any other payments or benefits) shall occur or begin (as applicable) on the Company’s first regularly scheduled payroll date occurring on or after the 36th day following the Termination Date (or if Employee was employed for less than one full fiscal year the “First Payroll Date”) (with any amounts otherwise payable prior to such First Payroll Date instead paid on such First Payroll Date), and such payments and benefits shall be subject to and conditioned upon Executive’s execution and delivery to the Company of the general release substantially in the form attached hereto as Exhibit B (the “Release”) within 22 days of receiving the Release and the passage of the seven-day revocation period provided for in the Release without Executive exercising such revocation right (and for the sake of clarity, notwithstanding anything herein to the contrary, no such payments and benefits shall be paid or provided until such timely delivery of, and expiration of such revocation period for, the Release), provided that the Release shall be provided to Executive in an executable format and otherwise substantially in the form attached hereto as Exhibit B on or within five business days of the Termination Date, the Annual Bonus for purposes of .
(iv) Except as expressly provided in this Section 7 9(c) and except for benefits in which Executive has vested under employee benefit plans or applicable law, Executive shall not be entitled to any compensation (including severance) or benefits upon termination of employment, whether from the Company or any of its Subsidiaries or Affiliates.
(v) Notwithstanding anything to the contrary in this Agreement, no compensation or benefits which shall constitute “deferred compensation” (within the meaning of Section 409A of the Code) shall be the Annual Bonus payable during the current fiscal year at the target amount provided above) (together, the “Separation Pay”); and (ii) paid to Executive during the six-month period commencing following the Executive’s Separation from Service if paying such amounts at the time or times indicated in this Agreement would be a prohibited distribution under Section 409A(a)(2)(B)(i) of the Code. If the payment of any such amounts is delayed as a result of the previous sentence, then on the Termination Date that Employee is eligible to elect and elects to continue coverage for himself and his eligible dependents first business day following the end of such six-month period (or such earlier date upon which such amount can be paid under Section 409(A) of the CompanyCode without resulting in a prohibited distribution, including as a result of Executive’s group heath insurance plan pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”death), or similar state law, the Company shall reimburse Employee on pay Executive a monthly basis for lump-sum amount equal to the difference between the amount Employee pays to effect and continue such coverage under COBRA and the employee contribution cumulative amount that active employees of would have otherwise been payable to the Executive during such period with interest at prevailing market rates.
(vi) Any Issued Common Stock (whether vested or unvested) that is forfeited or lost by Executive under this Section 9(c) shall be transferred to and allocated to those Persons listed on Exhibit C in proportions set forth on such exhibit and neither the Company pay for the same nor Executive shall have any right or similar coverageinterest in such Issued Common Stock; 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 coverageif Executive is included on Exhibit C, 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 then Executive shall be paid eligible to Employee receive an allocation of such Issued Common Stock in a lump sum within 60 days of the Termination Date; provided, however, that no Separation Pay proportion set forth on Exhibit C. The Persons listed on Exhibit C shall be paid to Employee unless the Company receives, on or within 55 days after the Termination Date, an executed and fully effective copy third-party beneficiaries of the Release this clause (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. For the avoidance of doubt, Employee shall not be entitled to the Separation Benefits if this Agreement is terminated (i) due to Employee’s death; (ii) by the Company due to Employee’s Inability to Perform; (iii) by the Company for Cause; (iv) by Employee without Good Reason; or (v) by non-renewal by Employee in accordance with Sections 4(b) and 6(fvi).
Appears in 4 contracts
Sources: Senior Officer Employment Agreement (TRI Pointe Homes, Inc.), Senior Officer Employment Agreement (TRI Pointe Homes, Inc.), Senior Officer Employment Agreement (TRI Pointe Homes, LLC)
Separation Benefits. 4.1 If this Agreement Employee’s employment is terminated either by the Company without Cause in accordance with for any reason other than for Cause, death or disability and Section 6(c4.2 does not apply, Employee shall be entitled to the following separation benefits:
(a) (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 The Company shall have no further obligation pay, or cause to be paid, to Employee under this Agreement, except within 30 days of 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: Termination Date (i) the full base salary earned by Employee through, but unpaid at, the Termination Date, plus (ii) credit for any vacation earned by Employee but not used at the Termination Date, plus (iii) all other amounts owed by the Company to Employee (other than any bonus payment of any kind) but unpaid as of the Termination Date.
(b) The Company shall pay, or cause to be paid, to Employee (i) in a lump sum not later than thirty (30) days after the Termination Date an amount equal to one times 200% of the sum of (A) Employee’s base annual salary at the Base Salary highest rate in effect at any time during the twelve (12) months immediately before the Termination Date plus the Annual Bonus received by Employee for the fiscal year preceding the Termination Date Date, and (or if Employee was employed B) Employee’s targeted bonus for less than one full fiscal the current year, and (ii) Employee’s targeted bonus payment for the year prior of termination prorated to the Termination Date, the Annual Bonus .
(c) The Company shall provide to Employee for purposes a period of this Section 7 shall be the Annual Bonus payable during the current fiscal year at the target amount provided aboveeighteen (18) (together, the “Separation Pay”); and (ii) during the six-month period commencing on months after the Termination Date that Employee is eligible to elect and elects to continue medical and/or dental coverage for himself and his eligible dependents under the Company’s group heath insurance plan pursuant medical and/or dental plans, without any cost to the Consolidated Omnibus Budget Reconciliation Act Employee in excess 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 any employee contribution amount that active employees would be payable by Employee if Employee remained employed by a member of the Company pay for the same or similar coverageCompany; provided, however, that if Employee becomes employed with another employer during such eighteen (18)-month period and is eligible to receive medical and/or dental coverage under another employer-provided plan, the medical and/or dental coverage described herein shall notify be secondary to those provided under such other plan. In addition, on the last day of such eighteen (18)-month period, the Company shall pay, or cause to be paid, to Employee an amount in writing cash equal to the aggregate amount that would be payable by the Company for such medical and/or dental coverage for six (6) months if Employee remained employed by the Company for such period.
(d) The restrictions applicable to each share of non-vested restricted stock of ▇▇▇▇▇ Shoe held by Employee that would have vested within five days after he becomes eligible after the two (2) year period following the Termination Date for group health insurance coverage, if any, through subsequent employment or otherwise and had Employee remained employed by the Company shall lapse as of the Termination Date.
(e) Each non-vested option to purchase ▇▇▇▇▇ Shoe stock held by Employee that would have no further reimbursement obligation after vested within the two (2) year period following the Termination Date had Employee becomes eligible remained employed by the Company shall vest as of the Termination Date.
(f) The Company shall pay the reasonable costs of outplacement services selected by the Company 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 reasonable period of time following the Termination Date; provided, however, that no Separation Pay such outplacement services shall be paid to Employee unless the Company receives, on or within 55 days provided 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 second calendar year following the month calendar year in which the applicable premiums were paid by Termination Date occurs.
4.2 If Employee. For the avoidance of doubt, Employee shall not be entitled to the Separation Benefits if this Agreement ’s employment is terminated within twenty-four (i24) due to Employee’s death; months after a Change of Control (ii) by the Company due to Employee’s Inability to Perform; (iiix) by the Company for any reason other than for Cause; , death or disability, or (ivy) by Employee without within ninety (90) days after the occurrence of Good Reason, Employee shall be entitled to the following separation benefits in place of, and not in addition to, the benefits set forth in Section 4.1:
(a) The Company shall pay, or cause to be paid, to Employee within 30 days of the Termination Date (i) the full base salary earned by Employee through, but unpaid at, the Termination Date, plus (ii) credit for any vacation earned by Employee but not taken at the Termination Date, plus (iii) all other amounts owed by the Company to Employee (other than any bonus payment of any kind) but unpaid as of the Termination Date.
(b) The Company shall pay, or cause to be paid, to Employee (i) in a lump sum six (6) months after the Termination Date an amount equal to 300% of the sum of (A) Employee’s base annual salary at the highest rate in effect at any time during the twelve (12) months immediately preceding the Termination Date, and (B) Employee’s targeted bonus for the current year; and (ii) Employee’s targeted bonus payment for the year of termination prorated to the Termination Date.
(c) The Company shall provide to Employee for a period of eighteen (18) months after the Termination Date medical and/or dental coverage under the Company’s medical and dental plans, without any cost to Employee in excess of any employee contribution that would be payable by Employee if Employee remained employed by the Company; provided, however, that if Employee becomes employed with another employer during such eighteen (18)-month period and is eligible to receive medical and/or dental coverage under another employer-provided plan, the medical and/or dental coverage described herein shall be secondary to those provided under such other plan. In addition, on the last day of such eighteen (18)-month period, the Company shall pay, or cause to be paid, to Employee an amount in cash equal to the aggregate amount that would be payable by the Company for such medical and/or dental coverage for eighteen (v18) months if Employee remained employed by the Company for such period.
(d) The restrictions applicable to each share of non-renewal vested restricted stock of ▇▇▇▇▇ Shoe held by Employee shall lapse and be exercisable as of the Termination Date.
(e) Each non-vested option to purchase ▇▇▇▇▇ Shoe stock held by Employee shall vest and be exercisable as of the Termination Date.
(f) For purposes of determining Employee’s benefit under the Company’s Supplemental Employment Retirement Plan, an additional three (3) years of Credited Service shall be credited to Employee’s actual or deemed Credited Service.
(g) The Company shall pay the reasonable costs of outplacement services selected by the Company for a reasonable period of time following the Termination Date; provided, however, that no such outplacement services shall be provided after the last day of the second calendar year following the calendar year in accordance with which the Termination Date occurs.
4.3 If Employee’s employment is terminated for any reason other than such reasons specified in Sections 4(b4.1 and 4.2, the Company shall pay, or cause to be paid, to Employee within 30 days of the Termination Date (i) the full base salary earned by Employee through, but unpaid at, the Termination Date, plus (ii) credit for any vacation earned by Employee but not taken at the Termination Date, plus (iii) all other amounts owed by the Company to Employee (other than any bonus payment of any kind) but unpaid as of the Termination Date.
4.4 The benefits set forth in Sections 4.1(c) and 6(f)4.2(c) shall run concurrently with any period of continuation coverage to which Employee is entitled under Section 601 of ERISA. Upon Employee’s re-employment during the period specified in each such Section, to the extent covered by the new employer’s plan, coverage under the Company’s plan shall lapse, subject to any continuation of coverage rights under Section 601 of ERISA. Employee’s participation in and/or coverage under all other employee benefit plans, programs or arrangements sponsored or maintained by the Company shall cease effective as of the Termination Date except as otherwise provided in such employee benefit plan, program or arrangement.
Appears in 3 contracts
Sources: Severance Agreement (Brown Shoe Co Inc), Severance Agreement (Brown Shoe Co Inc), Severance Agreement (Brown Shoe Co Inc)
Separation Benefits. (a) If this Agreement Executive is involuntarily terminated either without Cause or resigns for Good Reason (as both are defined in Exhibit “A”) on or before December 31, 2010, Executive, shall be entitled to receive within fourteen (14) days of his/her termination, in lieu of any other separation and/or severance payments or benefits, the following:
(i) a lump sum payment equal to Executive’s accrued, but unpaid base salary through the date of termination, less all applicable deductions;
(ii) a lump sum payment equivalent to two (2) times Executive’s final annual base salary, less all applicable deductions;
(iii) a lump sum payment equivalent to two (2) times Executive’s annual performance bonus target as approved by the Company without Cause Compensation and Benefits Committee for the year in accordance with Section 6(cwhich he/she is terminated, less all applicable deductions;
(iv) (including a Prorated Portion of any unvested Performance RSUs awarded to Executive on or after January 1, 2005, shall vest on the Company’s non-renewal regularly scheduled vesting date, as provided in the grant agreement for such Performance RSUs, and will be subject to all restrictions regarding their sale or transfer as specified in the applicable grant agreement. For purposes of this Agreement) or by Employee resigning his employment for Good Reason in accordance with Section 6(d, the term “Performance RSUs” shall mean restricted stock units awarded to Executive pursuant to a grant agreement specifying that the actual number of stock units to ultimately be awarded at the end of the performance period is contingent upon specified criteria related to EDS’ performance. For purposes of this subparagraph 1(a)(iv), the Company “Prorated Portion” shall be determined by multiplying the number of Performance RSUs that would have no further obligation to Employee under this Agreementotherwise vested on the scheduled vesting date following the completion of the performance period if Executive had not previously separated from employment with EDS (based on EDS’ achievement of the specified performance metrics for the applicable Performance RSUs, except as provided for in the Company shall provide the Accrued Obligations to Employee in accordance with Section 7(aapplicable grant agreement) plus the following payments and benefits (collectivelyby a fraction, the “Separation Benefits”) to Employee: (i) an amount equal to one times the sum numerator 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 which shall be the Annual Bonus payable during number of complete months between the current fiscal year at commencement date of the target amount provided above) (together, the “Separation Pay”); and (ii) during the six-month performance 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 applicable Performance RSUs and continue such coverage under COBRA Executive’s separation date, and the employee contribution amount that active employees denominator being the total number of months in the Company pay performance period 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. For the avoidance of doubt, Employee shall not be entitled to the Separation Benefits if this Agreement is terminated (i) due to Employee’s death; (ii) by the Company due to Employee’s Inability to Perform; (iii) by the Company for Cause; (iv) by Employee without Good Reason; or (v) by non-renewal by Employee in accordance with Sections 4(b) and 6(f).Performance RSUs;
Appears in 3 contracts
Sources: Executive Severance Benefit Agreement (Electronic Data Systems Corp /De/), Executive Severance Benefit Agreement (Electronic Data Systems Corp /De/), Executive Severance Benefit Agreement (Electronic Data Systems Corp /De/)
Separation Benefits. If this Agreement is terminated either by the Company at any time (whether before or after a Change of Control) you suffer an Involuntary Termination or a Termination Without Cause (and to be clear, a Termination for Death or Disability shall not constitute a Termination without Cause in accordance with Cause), and provided such termination constitutes a “separation from service” (as defined under Treasury Regulations Section 6(c) 1.409A-1(h), without regard to any alternative definition thereunder, a “Separation from Service”), then subject to your obligations below (including but not limited to your execution of an effective release and waiver of claims, in the Company’s non-renewal of this Agreementform attached hereto as Annex II, that is effective not later than the sixtieth (60th) or by Employee resigning his employment for Good Reason in accordance with Section 6(dday following your Separation from Service), the Company you shall have no further obligation be entitled 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 receive (collectively, the “Separation Severance Benefits”) to Employee: (i) ): • an amount equal to one times eighteen (18) months of your then current base salary, ignoring any decrease in base salary that forms the sum basis for Good Reason, less all applicable withholdings and deductions, paid over such eighteen (18) month period on the schedule described below (the “Salary Continuation”). • acceleration of the Base Salary in effect immediately before vesting of each of your then outstanding compensatory stock grants as of 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 date of termination as to the Termination Date, number of shares that would have vested in accordance with their applicable vesting schedules if you had been in service for an additional eighteen (18) months as of your termination date (based upon months of service and not the Annual Bonus for purposes occurrence of this Section 7 shall be corporate events or milestones). • to 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 extent that Employee is eligible to you timely elect and elects to continue COBRA 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 lawhealth plans, the Company shall will pay or reimburse Employee on a monthly basis you for the difference between cost of your COBRA premiums for a period of up to eighteen (18) months commencing on the amount Employee pays to effect and continue such first date on which you lose health care coverage under COBRA and the employee contribution amount that active employees as a result of the Company pay for the same or similar coverage; your Separation from Service, provided, however, that Employee shall notify the Company Company’s obligation to pay or reimburse your COBRA premiums will cease immediately 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 event that you either become eligible for group health insurance or cease to be eligible for COBRA coverage due during such eighteen (18) month period (such period that you are eligible for Company-paid COBRA benefits, the “COBRA Payment Period”). If at any time the Company determines, in its sole discretion, that the payment of the COBRA premiums would result in a violation of the nondiscrimination rules of Section 105(h)(2) of the Code or any statute or regulation of similar effect (including but not limited to subsequent employment the 2010 Patient Protection and Affordable Care Act, as amended by the 2010 Health Care and Education Reconciliation Act), then in lieu of providing the COBRA premiums, the Company will instead pay you on the last day of each remaining month of the COBRA Payment Period, a taxable cash amount that, on an after-tax basis, is sufficient to obtain the same or otherwiseequivalent coverage with any such gross-up for taxes paid in accordance with Treasury Regulations Section 1.409A-3(i)(1)(v) (such amount, the “Special Severance Payment”), for the remainder of the COBRA Payment Period. For clarity, you are not required to elect continued health insurance coverage under COBRA or use this Special Severance Payment to obtain alternative health insurance coverage in order to receive this payment. The Severance Benefits are conditional upon (a) your continuing to comply with your obligations under your Confidential Information and Invention Assignment Agreement, Employee Invention Assignment and Confidentiality Agreement and any similar agreement during the period of time in which you are receiving the Severance Benefits; (b) your delivering to the Company an effective, general release of claims in favor of the Company in substantially the form set forth on Annex II within sixty (60) days following your Separation Pay shall from Service; and (c) if you are a member of the Board, your resignation from the Board, to be effective no later than the date of your termination (or such other date as requested by the Board). The Salary Continuation will be paid in equal installments on the Company’s regular payroll schedule and will be subject to Employee in a lump sum within 60 days applicable tax withholdings over the period outlined above following the date of the Termination Dateyour Separation from Service; provided, however, that no payments will be made prior to the 60th day following your Separation Pay shall be paid to Employee unless from Service. On the 60th day following your Separation from Service, the Company receives, will pay you in a lump sum the Salary Continuation and other Severance Benefits (including any Special Severance Payments) that you would have received on or within 55 days after prior to such date under the Termination Date, an executed and fully effective copy original schedule but for the delay while waiting for the 60th day in compliance with Section 409A of the Release (as defined below). Any COBRA reimbursements due under this Section shall be made by Code and the last day effectiveness of the month following release, with the month in which balance of the applicable premiums were Salary Continuation and other Severance Benefits being paid by Employee. For the avoidance of doubt, Employee shall not be entitled to the Separation Benefits if this Agreement is terminated (i) due to Employee’s death; (ii) by the Company due to Employee’s Inability to Perform; (iii) by the Company for Cause; (iv) by Employee without Good Reason; or (v) by non-renewal by Employee in accordance with Sections 4(b) and 6(f)as originally scheduled.
Appears in 3 contracts
Sources: Employment Agreement (Aquantia Corp), Employment Agreement (Aquantia Corp), Employment Agreement (Aquantia Corp)
Separation Benefits. If this Agreement is terminated either Upon termination of your employment with Homestore for ------------------- any reason, you will receive payment for all unpaid salary and vacation accrued to the date of your termination of employment; any remaining unpaid balance of your sign-on bonus; any performance bonus that has been earned but not paid; and your benefits will be continued under Homestore's then existing benefit plans and policies for so long as provided under the terms of such plans and policies or as required by applicable law. In addition, the Company without Cause in accordance with Section 6(cfollowing provisions will apply depending on the basis of your termination of employment:
(a) In the event of your Voluntary Termination or Termination for Cause, you will not be entitled to any cash severance benefits (including except the Company’s non-renewal of this Agreementamounts as set forth above) or additional vesting of your Principal Option.
(b) In the event of your Involuntary Termination, Termination for Death or Disability, or Termination without Cause, subject to your execution (or the execution by Employee resigning his employment for Good Reason your executor or personal representative in accordance with Section 6(d)the case of your death) of the acknowledgement and release attached as Exhibit A, you will be entitled to a severance payment equal to 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: sum of (i) an amount equal to one times the sum 12 months of your then current annual base salary and (ii) 100% of the Base Salary in effect immediately before the Termination Date plus the Annual Bonus received by Employee target bonus that would otherwise be payable to you for the fiscal year preceding in which your termination occurs (whether or not you have satisfied the Termination Date applicable performance objectives) (the "Cash Severance"). The Cash Severance will be payable in equal installments over 12 months in accordance with Homestore's normal payroll practices with such payroll deductions and withholdings as are required by law.
(c) Regardless of the basis of your termination and regardless of whether you agree to execute the acknowledgement and release, if all or if Employee was employed for less than one full fiscal year prior any portion of the amounts payable to you or on your behalf under this agreement or otherwise from Homestore become or otherwise are subject to the Termination Date, excise tax imposed by Section 4999 of the Annual Bonus for purposes Internal Revenue Code 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 19851986, as amended (“COBRA”)amended, or similar state lawtax and/or assessment, Homestore shall pay to you an amount necessary to place you in the Company same after-tax position as you would have been in had no such excise tax been imposed. The amount payable pursuant to the preceding sentence shall reimburse Employee be increased to the extent necessary to pay income and excise taxes due on a monthly basis for the difference between such amount. The determination of the amount Employee pays to effect and continue of any 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 tax indemnity shall be made by the last day independent accounting firm employed by Homestore, which amount shall be increased or decreased to reflect the results of any final determination by taxing authorities in any administrative or judicial action and shall include any expenses reasonably incurred by you in defending same. The amount payable pursuant to this paragraph shall be sufficient to pay any interest and penalties determined to be due, and shall be grossed up for the month following income tax due on the month in which the applicable premiums were aggregate reimbursement. Amounts due shall be paid within 10 days after demand by Employee. For the avoidance of doubt, Employee shall not you.
(d) No payments due you under this letter agreement will be entitled subject to the Separation Benefits if this Agreement is terminated (i) due to Employee’s death; (ii) by the Company due to Employee’s Inability to Perform; (iii) by the Company for Cause; (iv) by Employee without Good Reason; mitigation or (v) by non-renewal by Employee in accordance with Sections 4(b) and 6(f)offset.
Appears in 3 contracts
Sources: Employment Agreement (Homestore Com Inc), Employment Agreement (Homestore Com Inc), Employment Agreement (Homestore Com Inc)
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 (1) 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 health 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. For the avoidance of doubt, Employee shall not be entitled to the Separation Benefits if this Agreement is terminated (i) due to Employee’s death; (ii) by the Company due to Employee’s Inability to Perform; (iii) by the Company for Cause; (iv) by Employee without Good Reason; or (v) by non-renewal by Employee in accordance with Sections 4(b) and 6(f).no
Appears in 3 contracts
Sources: Employment Agreement (Riley Exploration Permian, Inc.), Employment Agreement (Riley Exploration Permian, Inc.), Employment Agreement (Riley Exploration Permian, Inc.)
Separation Benefits. (a) If this Agreement Executive is involuntarily terminated either without Cause or resigns for Good Reason (as both are defined in Exhibit "A") on or before December 31, 2008, Executive, shall be entitled to receive within fourteen (14) days of his/her termination, in lieu of any other separation and/or severance payments or benefits, the following:
(i) a lump sum payment equal to Executive's accrued, but unpaid base salary through the date of termination, less all applicable deductions;
(ii) a lump sum payment equivalent to two (2) times Executive's final annual base salary, less all applicable deductions;
(iii) a lump sum payment equivalent to two (2) times Executive's annual performance bonus target as approved by the Company without Cause Compensation and Benefits Committee for the year in accordance with Section 6(cwhich he/she is terminated, less all applicable deductions;
(iv) (including a Prorated Portion of any unvested Performance RSUs awarded to Executive on or after January 1, 2005, shall vest on the Company’s non-renewal regularly scheduled vesting date, as provided in the grant agreement for such Performance RSUs, and will be subject to all restrictions regarding their sale or transfer as specified in the applicable grant agreement. For purposes of this Agreement) or by Employee resigning his employment for Good Reason in accordance with Section 6(d, the term "Performance RSUs" shall mean restricted stock units awarded to Executive pursuant to a grant agreement specifying that the actual number of stock units to ultimately be awarded at the end of the performance period is contingent upon specified criteria related to EDS' performance. For purposes of this subparagraph 1(a)(iv), the Company "Prorated Portion" shall be determined by multiplying the number of Performance RSUs that would have no further obligation to Employee under this Agreementotherwise vested on the scheduled vesting date following the completion of the performance period if Executive had not previously separated from employment with EDS (based on EDS' achievement of the specified performance metrics for the applicable Performance RSUs, except as provided for in the Company shall provide the Accrued Obligations to Employee in accordance with Section 7(aapplicable grant agreement) plus the following payments and benefits (collectivelyby a fraction, the “Separation Benefits”) to Employee: (i) an amount equal to one times the sum numerator 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 which shall be the Annual Bonus payable during number of complete months between the current fiscal year at commencement date of the target amount provided above) (together, the “Separation Pay”); and (ii) during the six-month performance 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 applicable Performance RSUs and continue such coverage under COBRA Executive's separation date, and the employee contribution amount that active employees denominator being the total number of months in the Company pay performance period 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. For the avoidance of doubt, Employee shall not be entitled to the Separation Benefits if this Agreement is terminated (i) due to Employee’s death; (ii) by the Company due to Employee’s Inability to Perform; (iii) by the Company for Cause; (iv) by Employee without Good Reason; or (v) by non-renewal by Employee in accordance with Sections 4(b) and 6(f).Performance RSUs;
Appears in 3 contracts
Sources: Executive Severance Benefit Agreement (Electronic Data Systems Corp /De/), Executive Severance Benefit Agreement (Electronic Data Systems Corp /De/), Executive Severance Benefit Agreement (Electronic Data Systems Corp /De/)
Separation Benefits. If this Agreement Except in situations where the employment of Executive is terminated either by For Cause, By Death or By Disability (as defined in Section IV below), in the event that the Company without Cause in accordance with Section 6(c) (including the Companyterminates Executive’s non-renewal of this Agreement) or by Employee resigning his employment for Good Reason in accordance with Section 6(d)at any time, the Company shall have no further obligation Executive will be eligible to Employee under this Agreement, except the Company shall provide the Accrued Obligations to Employee in accordance with Section 7(a) plus receive the following payments and benefits (collectively, the “Separation Benefits”) to Employee: (i) ):
1. an amount equal to one times the sum (1) One Hundred Percent (100%) of the Executive’s then-current Base Salary plus (2) One Hundred Percent (100%) of Executive’s annual Target Bonus, payable in effect immediately before equal monthly installments over the Termination Date plus twelve (12) month period following the Annual Bonus received by Employee for date of such termination (“Salary Continuation Period”);
2. the fiscal year preceding the Termination Date (or Merger Success Bonus, if Employee was employed for less than one full fiscal year Executive’s termination occurs prior to the Termination one-year anniversary of the Closing Date;
3. continued vesting of Executive’s stock options until the earlier of (a) the end of the Salary Continuation Period or (b) the date Executive begins other employment, the Annual Bonus for purposes and a period of this Section 7 shall be the Annual Bonus payable during the current fiscal year at the target amount provided abovetwelve (12) (together, the “Separation Pay”); and (ii) during the six-month period commencing on the Termination Date that Employee is eligible months thereafter to elect and exercise such vested options;
4. if Executive elects to continue his medical 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 pay the premiums for Executive’s COBRA coverage until the earlier of (a) the end of the Salary Continuation Period or (b) the date Executive becomes covered under another employer’s health plan; and
5. continued payment of the premiums required to maintain Executive’s coverage under his Company-provided life insurance policy during the Salary Continuation Period. Notwithstanding the foregoing, if Executive begins other employment during the Salary Continuation Period, all vesting of Executive’s stock options shall cease and Executive shall receive an accelerated lump-sum payment of the remaining payments for the difference between the amount Employee pays to effect and continue such coverage under COBRA and the employee contribution amount that active employees Salary Continuation Period, in lieu 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 otherwisesalary continuation. 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. For the avoidance of doubt, Employee Executive shall not be entitled eligible to participate in the Company’s deferred compensation, 401K, or employee stock purchase plans during the Salary Continuation Period. Executive’s eligibility for the foregoing Separation Benefits if this Agreement is terminated conditioned on (ia) due Executive remaining available during the Salary Continuation Period to Employee’s deathconsult with the Company regarding matters for which he previously had responsibility as a Company executive; (iib) by Executive having first signed a release agreement in the form attached as Exhibit A, and (c) Executive’s agreement not to compete with the Company, or its successors or assigns, during the Salary Continuation Period. If Executive engages in any business activity competitive with the Company due to Employee’s Inability to Perform; (iii) by or its successors or assigns during the Company for Cause; (iv) by Employee without Good Reason; or (v) by non-renewal by Employee in accordance with Sections 4(b) and 6(f)Salary Continuation Period, all Separation Benefits immediately shall cease.
Appears in 2 contracts
Sources: Executive Employment Agreement (Credence Systems Corp), Executive Employment Agreement (Credence Systems Corp)
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 (1) 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 until the Annual Bonus for less than one full fiscal year prior to the Termination Date2021 is determined, the Annual Bonus for purposes of this Section 7 shall be the target Annual Bonus payable during for fiscal 2021 as provided above, and thereafter shall be the current Annual Bonus determined for fiscal year at 2021 or the target amount provided aboveAnnual Bonus received by Employee for any future fiscal year) (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 health 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. For the avoidance of doubt, Employee shall not be entitled to the Separation Benefits if this Agreement is terminated (i) due to Employee’s death; (ii) by the Company due to Employee’s Inability to Perform; (iii) by the Company for Cause; (iv) by Employee without Good Reason; or (v) by non-renewal by Employee in accordance with Sections 4(b) and 6(f).
Appears in 2 contracts
Sources: Employment Agreement (Riley Exploration Permian, Inc.), Employment Agreement (Riley Exploration Permian, Inc.)
Separation Benefits. If this Agreement Except in situations where the employment of Executive is terminated either by For Cause, By Death or By Disability (as defined in Section IV below), in the event that the Company without Cause in accordance with Section 6(c) (including the Companyterminates Executive’s non-renewal of this Agreement) or by Employee resigning his employment for Good Reason in accordance with Section 6(d)at any time, the Company shall have no further obligation Executive will be eligible to Employee under this Agreement, except the Company shall provide the Accrued Obligations to Employee in accordance with Section 7(a) plus receive the following payments and benefits (collectively, the “Separation Benefits”) to Employee: (i) ):
1. an amount equal to one times the sum (1) One Hundred Percent (100%) of Executive’s then-current Base Salary plus (2) One Hundred Percent (100%) of the Base remaining unpaid housing allowance installments, payable in equal monthly installments over the twelve (12) month period following the date of such termination (“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 PayContinuation Period”);
2. continued vesting of Executive’s stock options and restricted shares until the earlier of (a) the end of the Salary Continuation Period or (b) the date Executive begins other employment, and a period of twelve (12) months thereafter to exercise such vested options; and (ii) during the six-month period commencing on the Termination Date that Employee is eligible to elect and and
3. if Executive elects to continue his medical 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 pay the premiums for Executive’s COBRA coverage until the earlier of (a) the end of the Salary Continuation Period or (b) the date Executive becomes covered under another employer’s health plan. Notwithstanding the foregoing, if Executive begins other employment during the Salary Continuation Period, all vesting of Executive’s stock options shall cease and Executive shall receive an accelerated lump-sum payment of the remaining payments for the difference between the amount Employee pays to effect and continue such coverage under COBRA and the employee contribution amount that active employees Salary Continuation Period, in lieu 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 otherwisesalary continuation. 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. For the avoidance of doubt, Employee Executive shall not be entitled eligible to participate in the Company’s deferred compensation, 401K, or employee stock purchase plans during the Salary Continuation Period. Executive’s eligibility for the foregoing Separation Benefits if this Agreement is terminated conditioned on (ia) due Executive remaining available during the Salary Continuation Period to Employee’s death; (ii) by consult with the Company due to Employee’s Inability to Perform; (iii) by the regarding matters for which he previously had responsibility as a Company for Cause; (iv) by Employee without Good Reason; or (v) by non-renewal by Employee in accordance with Sections 4(b) and 6(f).executive;
Appears in 2 contracts
Sources: Executive Employment Agreement, Executive Employment Agreement (Credence Systems Corp)
Separation Benefits. If Upon termination of your employment with Intersil for any reason during the Term of Employment, you will receive payment for all unpaid salary and vacation accrued to the date of your termination of employment; and your benefits will be continued under Intersil’s then existing benefit plans and policies for so long as provided under the terms of such plans and policies and as required by applicable law. Subject to your compliance with Sections 10 and 11, under certain circumstances, you will also be entitled to receive severance benefits as set forth below, but you will not be entitled to any other compensation, award or damages with respect to your employment or termination (except to the extent you are entitled to benefits under your Executive Change in Control Severance Benefits Agreement with Intersil (the “Severance Benefits Agreement”), in lieu of any benefits provided below, in the event of a Covered Termination (as defined in the Severance Benefits Agreement)).
(a) In the event of your Voluntary Termination or Termination for Cause, or in the event you and Intersil agree to change your` position at Intersil, during the Term of Employment, you will not be entitled to any cash severance benefits, additional vesting of shares of restricted stock, DSUs, options or other equity compensation or post-termination death or medical benefits as described in this Agreement is terminated either by Section 7.
(b) Subject to your compliance with Sections 10 and 11, in the Company event of your Involuntary Termination or Termination without Cause in accordance with Section 6(c) (including during the Company’s non-renewal Term of this Agreement) or by Employee resigning his employment for Good Reason in accordance with Section 6(d)Employment, 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 Employeeyou will be: (i) an amount equal entitled to continuance of your Base Salary for a period of one times year (less applicable deductions and withholdings) payable in accordance with Intersil’s normal payroll practices; (ii) entitled to the sum payment of a pro rata portion (based on the number of days you were employed by Intersil during the calendar year of termination divided by 365) of your Target Bonus (without regard to satisfaction of any target performance objectives) payable at the same time such bonus is payable to other senior executives of Intersil; (iii) your unvested employee stock options and DSUs (other than Performance Shares) will become vested to the extent they would have become vested had your employment continued for a period of twelve (12) months immediately following the date of your Involuntary Termination or Termination without Cause (iv) a pro rata portion (based on the number of days you were employed by Intersil since the grant date of the Base Salary Performance Shares divided by 1095) of your unvested Performance Shares shall become vested and the number of Performance Shares payable to you will be determined by the Compensation Committee based on Intersil’s financial performance relative to its peer group as of the date of your Involuntary Termination or Termination without Cause; and (v) you will have twelve (12) months (or the remaining term of the applicable option grant if shorter than 12 months) from the date of your Involuntary Termination or Termination without Cause to exercise any outstanding vested and exercisable options.
(c) In addition to the benefits set forth in subsection (b) above, in the event of your Involuntary Termination or Termination without Cause (as defined in this subsection (c) below), you will be eligible to continue, at Intersil’s expense, your medical benefits providing for coverage or payment in the event of your (or your covered dependents’) illness or injury that were provided to you, whether taxable or non-taxable and whether funded through insurance or otherwise under any benefits plan or program maintained by Intersil on the same terms and conditions as in effect immediately before prior to your termination for a period of twelve (12) months following your termination. You will be eligible to continue, at Intersil’s expense, your life insurance benefits providing for coverage or payment in the Termination Date plus the Annual Bonus received by Employee for the fiscal year preceding the Termination Date event of your (or if Employee was employed for less than one full fiscal year your covered dependents’) death that were provided to you, whether taxable or non-taxable and whether funded through insurance or otherwise under any benefits plan or program maintained by Intersil on the same terms and conditions as in effect immediately prior to your termination until the Termination Date, earlier of (i) 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”); date on which your Employment Term ends and (ii) during the six-month period commencing on the Termination Date that Employee is one year anniversary of your termination date. With respect to any of such benefits for which you will be eligible to elect and elects continue that are provided through an insurance policy, Intersil’s obligation 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 provide 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 benefits following your termination 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 limited by the last day terms of the month following the month in which the applicable premiums were paid by Employee. For the avoidance of doubt, Employee shall not be entitled to the Separation Benefits if this Agreement is terminated (i) due to Employee’s death; (ii) by the Company due to Employee’s Inability to Perform; (iii) by the Company for Cause; (iv) by Employee without Good Reason; or (v) by non-renewal by Employee in accordance with Sections 4(b) and 6(f)such policy.
Appears in 2 contracts
Sources: Employment Agreement, Employment Agreement (Intersil Corp/De)
Separation Benefits. If this Agreement is terminated either Upon termination of your employment with Veritas for any reason, you will receive payment for all unpaid salary and vacation accrued to the date of your termination of employment; and your benefits will be continued under Veritas' then existing benefit plans and policies for so long as provided under the terms of such plans and policies and as required by applicable law. Under certain circumstances, subject to your execution of a termination and general release agreement, you will also be entitled to receive severance benefits as set forth below. Veritas' termination and general release agreement will contain provisions specifying that you will not compete with Veritas while you are receiving such severance benefits, nor will you solicit employees for a period of two years after any final payment, that neither you nor Veritas shall disparage 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)other party, the Company and that neither party shall have no further obligation to Employee under this Agreementclaims that survive that agreement.
a) In the event of your Voluntary Termination or Termination for Cause, 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. For the avoidance of doubt, Employee shall you will not be entitled to any cash severance benefits or additional vesting of shares of options.
b) In the Separation Benefits if this Agreement is terminated (event of your Involuntary Termination or Termination without Cause within one year of the Commencement Date, you will be entitled to
i) due a severance payment equal to Employee’s death; (ii) by the Company due to Employee’s Inability to Perform; (iii) by the Company for Cause; (iv) by Employee without Good Reason; or (v) by non-renewal by Employee twelve months of your current annual base salary plus full target bonus, payable over twelve months in accordance with Sections 4(bVeritas' normal payroll practices with such payroll deductions and withholdings as are required by law, provided, that you provide Veritas with consulting services during such period after the date of termination (the "CONSULTING SERVICES"); and
ii) accelerated vesting and 6(f)exercisability of that portion of your outstanding unvested options to purchase Veritas common stock that would have vested within two years from the date of the Involuntary Termination or Termination without Cause, with all vested options exercisable for a period of 90 days from the later of:
(1) the date of your Involuntary Termination or Termination without Cause; or
(2) the date you cease providing Consulting Services to Veritas.
c) In the event of your Involuntary Termination or Termination without Cause within two years of the Commencement Date, you will be entitled to:
i) a severance payment equal to six months of your current annual base salary plus one-half of your target bonus, payable over twelve months in accordance with Veritas's normal payroll practices with such payroll deductions and withholdings as are required by law, provided, that you provide Veritas with Consulting Services; and
ii) accelerated vesting and exercisability of that portion of your outstanding unvested options to purchase Veritas common stock that would have vested within one year from the Involuntary Termination or Termination without Cause, with all vested options exercisable for a period of 90 days from the later of:
(1) the date of your Involuntary Termination or Termination without Cause; or
(2) the date you cease providing Consulting Services to Veritas.
d) In the event of your Involuntary Termination or Termination without Cause on or after two years of the Commencement Date, you will not be entitled to any severance payments or accelerated vesting of your outstanding unvested options.
e) In the event of your Involuntary Termination or Termination without Cause within one year of a Change in Control, provided the change of control occurs within two years of the Commencement Date, you will be entitled to the following: a lump sum payment equal to twelve months of your current annual base salary and full target bonus (less applicable deductions and withholding) payable within 30 days after the date of termination; and accelerated vesting of fifty percent (50%) of your outstanding unvested options to purchase Veritas common stock, with all vested options exercisable for a period of 90 days from the date of your Involuntary Termination or Termination without Cause. This section 8.e shall survive for twelve months beyond the term noted in Section 13.
f) For the purpose of this agreement, Termination by Death or Disability shall be treated as Involuntary Termination.
g) If your severance and other benefits provided for in this Section 8 constitute "parachute payments" within the meaning of Section 280G of the Code and, but for this subsection, would be subject to the excise tax imposed by Section 4999 of the Internal Revenue Code, then your severance and other benefits under this Section 8 will be payable, at your election, either in full or in such lesser amount as would result, after taking into account the applicable federal, state and local income taxes and the excise tax imposed by Section 4999, in your receipt on an after-tax basis of the greatest amount of severance and other benefits.
h) No payments due you hereunder shall be subject to mitigation or offset.
Appears in 2 contracts
Sources: Employment Agreement (Veritas Software Corp /De/), Stock Option Agreement (Veritas Software Corp /De/)
Separation Benefits. If In exchange for Employee entering into and not revoking this Agreement is terminated either by and his continued compliance with the Company without Cause terms and conditions of this Agreement and his other obligations, Employer will pay or provide to Employee the following additional benefits:
i. On May 24, 2016, Employee was granted 10,130 time-vested deferred stock units (“Units”) under the Piedmont Office Realty Trust, Inc. 2007 Omnibus Incentive Plan (the “Incentive Plan”). Pursuant to this Section 3, any of the 7,598 Units that remain unvested on the Retirement Date shall become fully vested on the Retirement Date and shall be paid in accordance with the terms of the award agreement.
ii. On May 1, 2015, Employee was granted 11,352 Units under the Incentive Plan. Pursuant to this Section 6(c) (including 3, any of the Company’s non-renewal of this Agreement) or by Employee resigning his employment for Good Reason 5,676 Units that remain unvested on the Retirement Date shall become fully vested on the Retirement Date and shall be paid in accordance with the terms of the award agreement.
iii. On May 9, 2014, Employee was granted 6,280 Units under the Incentive Plan. Pursuant to this Section 6(d)3, any of the Company 1,570 Units that remained unvested on the Retirement Date shall have no further obligation become fully vested on the Retirement Date and shall be paid in accordance with the terms of the award agreement.
iv. Any grant of Units under the Incentive Plan made during 2017 shall become fully vested on the Retirement Date and shall be paid in accordance with the terms of the award agreement.
v. The Employer agrees to pay the entire COBRA premium for Employee’s continued medical coverage for the twelve (12) months following Employee’s Retirement Date, provided that Employee makes a valid COBRA election. Employee acknowledges that such benefit continuation is intended, and shall be deemed, to satisfy the obligations of the Employer and any of its subsidiaries and affiliates to provide continuation of benefits under COBRA for such period. Employee’s entitlement to benefits pursuant to this paragraph shall cease if, during such period, Employee is employed by or otherwise is rendering services to a third party for which Employee is entitled to receive medical benefits. Employee acknowledges that in the absence of his executing, and not revoking, this Agreement, except he would not otherwise be entitled to accelerated vesting of the Company shall provide the Accrued Obligations to Employee Units described in accordance with this Section 7(a) plus the following payments and benefits 3 (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. For the avoidance of doubt, Employee no acceleration of vesting shall not apply with respect to performance-based equity awards granted under the Piedmont Office Realty Trust, Inc. Long-Term Incentive Program, a component of the Incentive Plan (the “LTIP Awards”). Subject to Section 14, a pro-rata portion of such LTIP Award will be entitled to payable upon your retirement from the Separation Benefits if this Agreement is terminated (i) due to Employee’s death; (ii) by the Company due to Employee’s Inability to Perform; (iii) by the Company for Cause; (iv) by Employee without Good Reason; or (v) by non-renewal by Employee Employer in accordance with Sections 4(b) and 6(f)the terms of the applicable LTIP Award agreements.
Appears in 2 contracts
Sources: Retirement Agreement (Piedmont Office Realty Trust, Inc.), Retirement Agreement (Piedmont Office Realty Trust, Inc.)
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 two (2) times the sum of (a) the Base Salary in effect immediately before the Termination Date plus (b) 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 7(b) 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 six18-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 health insurance plan or Grey Rock’s group health 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 or Grey Rock, as applicable, 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. For the avoidance of doubt, Employee shall not be entitled to the Separation Benefits if this Agreement is terminated (i) due to Employee’s death; (ii) by the Company due to Employee’s Inability to Perform; (iii) by the Company for Cause; (iv) by Employee without Good Reason; or (v) by non-renewal by Employee in accordance with Sections 4(b) and 6(f); provided, however, that if this Agreement is terminated (i) due to Employee’s death or (ii) by the Company due to Employee’s Inability to Perform, Employee shall be entitled to the Prorated Bonus amount in Section 7(c).
Appears in 2 contracts
Sources: Employment Agreement (Granite Ridge Resources, Inc.), Employment Agreement (Granite Ridge Resources, Inc.)
Separation Benefits. If this Agreement (a) In consideration of the Employee’s performance of the covenants and agreements set forth herein (including, without limitation, those contained in Section 2 hereof), Parent agrees to pay the Employee an amount equal to twelve (12) months of the Employee’s then-existing base salary (minus applicable withholdings and payroll taxes), payable in equal installments over a twelve-month period in accordance with Parent’s normal payroll practices, in the event that the Employee’s employment with Parent or any of its subsidiaries (including the Company) is terminated either by Parent or any such subsidiary (including the Company) without Cause (as hereinafter defined) or the Employee resigns for Good Reason (as hereinafter defined) (the “Separation Payments”). The Separation Payments shall cease upon the earlier of the expiration of the twelve (12) month period set forth above or the date on which the Employee obtains other employment.
(b) If the Employee’s employment with Parent or any of its subsidiaries is terminated as contemplated by Section 1(a) of this Agreement, then in addition to the salary continuation benefit provided in Section 1(a), Parent agrees to pay the Employee an amount equal to the bonus that would have been earned by the Employee for the year in which the Employee’s employment with Parent or any of its subsidiaries is so terminated, prorated for the portion of such year during which the Employee remained employed with Parent or such subsidiary to and including the date of termination of the Employee’s employment with Parent or such subsidiary, and reduced by all amounts previously paid to the Employee prior to the date of termination in respect of any bonus for that year, such bonus payment to be made at substantially the same time and in substantially the same manner (and minus applicable withholdings and payroll taxes) as Parent’s normal payroll practices in respect of the payment of similar bonuses. For purposes of this Section 1(b), the prorated amount of any bonus shall be determined to be a fraction, the numerator of which is the number of days in the fiscal year ending on the date of termination, and the denominator of which is 365.
(c) Following the termination of the Employee’s employment with Parent or any of its subsidiaries by the Company without Cause in accordance with Section 6(c) (including the Company’s non-renewal of this Agreement) or by the Employee resigning his employment for Good Reason Reason, and during the period (if any) in accordance with Section 6(d), which the Company shall have no further obligation to Employee under this Agreement, except is participating in the Company shall provide the Accrued Obligations to Employee in accordance with Section 7(a) plus the following payments and benefits health insurance plan of Parent or any such subsidiary (collectively, the “Separation BenefitsCoverage Period”) pursuant 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 continuation coverage 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 provisions of the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended 1986 (“COBRA”), or similar state law, the Company shall reimburse Employee on a monthly basis pay all costs related to the COBRA coverage for the difference between Employee, including the amount Employee pays to effect and continue such coverage under COBRA and the employee contribution amount that active employees Employee’s portion of the Company pay for health insurance premiums. In the same or similar coverage; providedevent that at any time during the Coverage Period, however, that the Employee shall notify the Company in writing within five days after he becomes eligible after the Termination Date for group any other 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. For the avoidance of doubt, Employee shall not be entitled to the Separation Benefits if this Agreement is terminated then (i) due the Employee agrees immediately to Employee’s death; notify Parent of such eligibility for such other health insurance coverage, and (ii) such subsidy shall cease to be provided immediately upon the Employee becoming eligible for such other health insurance coverage.
(d) For the purposes of this Agreement, “Cause” means (A) conviction of the Employee of any felony, or the conviction of the Employee of a misdemeanor which involves moral turpitude, or the entry by the Company due Employee of a plea of guilty or nolo contendere with respect to Employee’s Inability any of the foregoing, (B) the commission of any act or failure to Perform; (iii) act by the Employee that involves moral turpitude, dishonesty, theft, destruction of property, fraud, embezzlement or unethical business conduct, or that is otherwise injurious to Parent, the Company for Cause; or any of their respective subsidiaries or affiliates, whether financially or otherwise, (ivC) any violation by the Employee without Good Reason; of any rule or policy of Parent, the Company or any of their respective subsidiaries or affiliates, (D) any violation by the Employee of the requirements of any other contract or agreement between Parent, the Company or any of their respective subsidiaries or affiliates, on the one hand, and the Employee, on the other hand, and the failure of the Employee to cure such violation under this subsection (D) within thirty (30) days after receipt of written notice from Parent, the Company, or any such subsidiaries or affiliates, or (vE) any failure by non-renewal the Employee to abide by any directive of the Board of Directors of Parent or the Company or an officer of Parent or the Company to whom the Employee reports; in accordance each case, (i) with Sections 4(brespect to subsections (A) through (E), as determined in good faith by the Board of Directors of Parent or the Company in the exercise of its reasonable business judgment and 6(f)(ii) with respect to subsections (C) through (E) the Employee shall have first received written notice from the Company stating with specificity the purported violation thereof and affording the Employee thirty (30) days to remedy or cure such violation and the Employee fails to remedy or cure the violation, as determined in good faith, by the Board of Directors of Parent or the Company in the exercise of its reasonable business judgment, within such period.
Appears in 2 contracts
Sources: Separation Benefit Agreement (Exopack Holding Corp), Separation Benefit Agreement (Exopack Holding Corp)
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 terminates your employment for Cause or if you resign other than for Good Reason Reason, you will not be entitled to any separation benefits as described 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 section (collectively, the “Separation Benefits”) ). • If, other than within 6 months prior to Employee: (i) an amount equal or 12 months following a Change in Control, the Company terminates your employment for any reason other than Cause or if you resign for Good Reason, you will be entitled to one times the sum of the receive monthly payments based on your Base Salary of $415,000 for a period of 12 months from the date of termination (the “Severance Period”). • If, within 6 months prior to or 12 months following a Change in effect immediately before Control, the Termination Date plus the Annual Bonus received by Employee Company terminates your employment for the fiscal year preceding the Termination Date (any reason other than Cause or if Employee was employed you resign for less than one full fiscal year prior Good Reason, you will be entitled to receive monthly payments based on your Base Salary of $415,000 for a period of 12 months from the Termination Datedate of termination (the Severance Period). In addition, the Annual Bonus for purposes of this Section 7 shall be Company will accelerate your right to exercise shares under any stock options granted to you by the Annual Bonus payable during the current fiscal year at the target amount provided above) Company. • If you die or become totally disabled (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 as defined by the Company’s group heath long term disability insurance plan pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”coverage), or similar state law, the Company shall reimburse Employee on a monthly basis for will accelerate your right or the difference between the amount Employee pays right of your Personal Representative to effect and continue such coverage exercise shares 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 any stock options granted 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 you by the last day of the month following the month in which the applicable premiums were paid by EmployeeCompany. For the avoidance of doubt, Employee shall not You will be entitled to the severance and acceleration of options described above so long as the ending of your employment constitutes a separation from service as defined in Section 409A of the Internal Revenue Code. During the Severance Period (but not for a period longer than your entitlement to COBRA continuation coverage), the Company will continue to contribute to your medical insurance coverage, which, subject to your eligibility, will be extended to you under the law known as COBRA at the same rate as if you continued to be employed by the Company. Notwithstanding the foregoing, your receipt of the Separation Benefits if described in this Agreement is terminated paragraph will be subject, in all cases, to your execution, on or before the 21st day following its presentation to you (iwhich shall occur no more than 14 days after the Date of Termination) due to Employee’s death; (ii) by of a release of any and all claims that you may then have against the Company due in connection with your employment in a form that is satisfactory to Employee’s Inability to Perform; (iii) by the Company for Cause; (iv) by Employee without Good Reason; or (v) by non-renewal by Employee in accordance with Sections 4(bthe “Release”) and 6(fthe effectiveness and irrevocability of the Release upon its execution or the earliest day after its execution as is permitted by law. Payments of continuation of compensation owed pursuant to this paragraph will occur on the regular payroll payment dates for the Company beginning with the first regular payroll payment date that occurs on or after the date that is 45 days after your termination or resignation (with the first payment to include the full amount owed for continuation of compensation for the payroll period to which such payment date relates and any prior payroll periods for which payment was not yet made).
Appears in 2 contracts
Sources: Employment Agreement (NeuroMetrix, Inc.), Employment Agreement (NeuroMetrix, Inc.)
Separation Benefits. If this Agreement is terminated either by In the event that you execute and deliver to the Company without Cause in accordance with both the Separation Agreement and the General Release, and you do not revoke the General Release within the time period permitted by law (such period, the “Revocation Period” as defined below), the following shall apply (subject to any timing restrictions as may be applicable under Section 6(c) 409A of the Internal Revenue Code of 1986, as amended (including the Company’s non-renewal “Code”)): • Commencing on the first regular payroll date immediately following the end of this Agreement) or by Employee resigning his employment for Good Reason in accordance with Section 6(d)the Revocation Period, the Company shall have no further obligation continue to Employee under this Agreement, except pay to you your annual base salary for a period of twelve (12) months thereafter (the Company shall provide the Accrued Obligations to Employee “Severance Period”) in accordance with Section 7(a) plus the following payments Company’s normal payroll processing, for a total gross amount equal to $450,000 (less applicable income and benefits (collectively, the “Separation Benefits”) to Employee: (i) employment tax withholdings). • The Company shall pay you an amount equal to one times the your target bonus for 2022, specifically $225,000, to be payable in a lump sum of the Base Salary (less applicable withholding and employment taxes) as and when such bonus would have otherwise been paid had your employment not terminated (in effect immediately before the Termination Date plus the Annual Bonus received by Employee for the fiscal year preceding the Termination Date 2023 but no later than March 15, 2023). • If you (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 aboveyou and your eligible dependents) (together, the “Separation Pay”); timely and (ii) during the six-month period commencing on the Termination Date that Employee is eligible to elect and properly elects to continue coverage for himself and his eligible dependents health insurance continuation rights under the Company’s group heath insurance plan pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended 1985 (“COBRA”), or similar state law, the Company shall reimburse Employee on a monthly basis for will pay the difference between the amount Employee pays to effect and continue such coverage under COBRA and the employee contribution amount that active employees cost of the Company pay for COBRA premiums until 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 earlier 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 i) the last day of the month following Severance Period or (ii) the month termination of your rights under COBRA; provided, for the avoidance of doubt, that such covered dependents participated in which the Company’s health plans prior to such termination, and provided, further, that if at any time the Company determines that its payment of your (or your eligible dependents’) premiums would result in a violation of law, then in lieu of providing the premiums described above, the Company will instead pay you a fully taxable monthly cash payment in an amount equal to the applicable premiums were paid by Employeefor such month, with such monthly payment being made on the last day of each month for the remainder of the Severance Period. • With respect to your Time-Based Option, that portion of such option that would have vested during the Severance Period had your employment not terminated, specifically with respect to 656,976 shares (the “Accelerated Time-Based Option Portion”), shall become immediately vested as of the Termination Date. In addition, the vested portion of the Time-Based Option (which, as of the Termination Date, is 711,727 shares), including the Accelerated Time-Based Option Portion described herein (collectively, 1,259,212 shares) shall be eligible to be exercised for a period of thirty-six (36) months after the Termination Date. For the avoidance of doubt, Employee any portion of the Time-Based Option that is unvested as of the Termination Date, after taking into account the Accelerated Time-Based Option Portion, shall be immediately forfeited as of the Termination Date, which is specifically with respect to 1,368,703 shares. • With respect to your Milestone Option, 25/36th of such option, specifically with respect to 414,759 shares (the “Accelerated Milestone Option Portion”), shall become immediately vested as of the Termination Date. In addition, the vested portion of the Milestone Option, including the Accelerated Milestone Option Portion described herein (collectively, 414,759 shares) shall be eligible to be exercised for a period of thirty-six (36) months after the Termination Date. For the avoidance of doubt, any portion of the Milestone Option that is unvested as of the Termination Date, after taking into account the Accelerated Time-Based Option Portion, shall be immediately forfeited as of the Termination Date, which is specifically with respect to 182,494 shares. • With respect to your stock options granted to you on March 11, 2022 (the “2022 Option”), that portion of such option that would have vested during the Severance Period had your employment not terminated, specifically with respect to 137,900 shares (the “Accelerated 2022 Option Portion”), shall become immediately vested as of the Termination Date. In addition, the vested portion of the 2022 Option (which, as of the Termination Date, is 22,983 shares), including the Accelerated 2022 Option Portion described herein (collectively, 160,883 shares) shall be eligible to be exercised for a period of thirty-six (36) months after the Termination Date. For the avoidance of doubt, any portion of the 2022 Option that is unvested as of the Termination Date, after taking into account the Accelerated 2022 Option Portion, shall be immediately forfeited as of the Termination Date, which is specifically with respect to 252,817 shares. • With respect to your performance-based restricted stock units granted to you on March 11, 2022 (the “2022 PSUs”), all of the performance RSUs thereunder shall immediately be forfeited back to the Company effective as of the Terminate Date. In connection with this forfeiture, the Company will pay you a one-time cash payment of $130,347 (the “Special Bonus”), which represents the value you would have received if you were entitled to receive a settlement of a pro rata portion of the performance RSUs (based on the number of full months from the date of grant to the end of the Severance Period, or 14 months and, therefore, 160,922 shares) assuming the performance metrics were waived and assuming the current per share value is $.81. The Special Bonus will be paid to you in a lump sum, less applicable income and employment tax withholdings, within thirty (30) days of the Termination Date. For purposes of this Separation Agreement and the General Release, the benefits described above in this section shall be referred to as the “Separation Benefits”. You acknowledge and agree that as of the Termination Date, this Separation Agreement and General Release shall supersede and replace all benefits, rights and obligations in connection with your employment with the Company Group. Accordingly, you further acknowledge and agree that this Separation Agreement and the General Release sets forth all compensation and benefits to which you are entitled and shall be paid to you in full satisfaction thereof, in connection with your employment with the Company Group. You also acknowledge and agree that the Separation Benefits if to be paid under this Agreement is terminated due solely from the Company and that Insperity PEO Services, L.P. (i) due to Employee’s death; (ii) “Insperity”), the professional employer organization retained by the Company due Company, has no obligation to Employee’s Inability to Perform; (iii) by pay the Company for Cause; (iv) by Employee without Good Reason; or (v) by non-renewal by Employee in accordance with Sections 4(b) and 6(f)Severance benefits, even though its payment may be processed through Insperity.
Appears in 2 contracts
Sources: Separation Agreement (Brooklyn ImmunoTherapeutics, Inc.), Separation Agreement (Brooklyn ImmunoTherapeutics, Inc.)
Separation Benefits. If In consideration for the Employee's execution, non-revocation of, and compliance with this Agreement is terminated either by the Company without Cause in accordance with Section 6(c) (Agreement, including the Company’s non-renewal waiver and release of claims in Section 4, the Employer Group agrees to provide the following benefits:
(a) Installment payments equal to the Employee's current salary for a period of five months following the Separation Date, minus all relevant taxes and other withholdings to be paid every other Thursday starting on the first pay period following the Effective Date. The first installment payment shall include all amounts that would otherwise have been paid to the Employee during the period beginning on the Separation Date and ending on the first payment date. Notwithstanding the foregoing, no payment shall be made or begin before the Effective Date of this Agreement.
(b) or by Health insurance reimbursements for six months at a rate of $1,000.00 per month.
(c) All existing Employee resigning his employment options for Good Reason American DG Energy, EuroSite Power, Ilios Dynamics and Tecogen will continue to vest for a period of two years. For this two year period that options continue to vest, Employee will make himself available to Employer for the purpose of consultation as outlined in accordance with item 7, Cooperation. After one year, should Employee work for a direct competitor to Employer as defined in Section 6(d), the Company shall have no further obligation to Employee under 6d of this Agreement, except options and consulting shall cease to vest upon notification to Employee by Employer. At that time, contractual exercise terms shall apply.
(d) Employee shall keep his computer, mobile phone and mobile phone number and for a period of one year from the Company shall effective date Employer will continue to pay for Employee’s mobile phone service without changes in plan benefits.
(e) Upon the Employee's signed request, the Employer Group will 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 and/or a prospective employer written confirmation of the Base Salary Employee's employment with the Employer Group, including his job titles, dates of employment and salary information.
(f) The Employee understands, acknowledges and agrees that these benefits exceed what he is otherwise entitled to receive upon separation from employment, and that these benefits are in effect immediately before the Termination Date plus the Annual Bonus received by Employee exchange 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 executing 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 otherwiseAgreement. The Separation Pay shall be paid Employee further acknowledges no entitlement 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 any additional payment 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. For the avoidance of doubt, Employee shall consideration not be entitled to the Separation Benefits if this Agreement is terminated (i) due to Employee’s death; (ii) by the Company due to Employee’s Inability to Perform; (iii) by the Company for Cause; (iv) by Employee without Good Reason; or (v) by non-renewal by Employee in accordance with Sections 4(b) and 6(f)specifically referenced herein.
Appears in 2 contracts
Sources: Separation and Release of Claims Agreement (Eurosite Power Inc.), Separation and Release of Claims Agreement (American Dg Energy Inc)
Separation Benefits. 4.1 If this Agreement Employee’s employment is terminated either by the Company without Cause in accordance with for any reason other than for Cause, death or disability and Section 6(c4.2 does not apply, Employee shall be entitled to the following separation benefits:
(a) (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 The Company shall have no further obligation pay, or cause to be paid, to Employee under this Agreement, except within 30 days of 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: Termination Date (i) the full base salary earned by Employee through, but unpaid at, the Termination Date, plus (ii) credit for any vacation earned by Employee but not used at the Termination Date, plus (iii) all other amounts owed by the Company to Employee (other than any bonus payment of any kind) but unpaid as of the Termination Date.
(b) The Company shall pay, or cause to be paid, to Employee (i) in a lump sum not later than thirty (30) days after the Termination Date an amount equal to one times 100% of the sum of (A) Employee’s base annual salary at the Base Salary highest rate in effect at any time during the twelve (12) months immediately before the Termination Date plus the Annual Bonus received by Employee for the fiscal year preceding the Termination Date Date, and (or if Employee was employed B) Employee’s targeted bonus for less than one full fiscal the current year, and (ii) Employee’s targeted bonus payment for the year prior of termination prorated to the Termination Date, the Annual Bonus .
(c) The Company shall provide to Employee for purposes a period of this Section 7 shall be the Annual Bonus payable during the current fiscal year at the target amount provided abovetwelve (12) (together, the “Separation Pay”); and (ii) during the six-month period commencing on months after the Termination Date that Employee is eligible to elect and elects to continue medical and/or dental coverage for himself and his eligible dependents under the Company’s group heath insurance plan pursuant medical and/or dental plans, without any cost to the Consolidated Omnibus Budget Reconciliation Act Employee in excess 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 any employee contribution amount that active employees would be payable by Employee if Employee remained employed by a member of the Company pay for the same or similar coverageCompany; provided, however, that if Employee becomes employed with another employer during such twelve (12)-month period and is eligible to receive medical and/or dental coverage under another employer-provided plan, the medical and/or dental coverage described herein shall notify be secondary to those provided under such other plan.
(d) The restrictions applicable to each share of non-vested restricted stock of B▇▇▇▇ Shoe held by Employee that would have vested within the Company in writing within five days after he becomes eligible after two (2) year period following the Termination Date for group health insurance coverage, if any, through subsequent employment or otherwise and had Employee remained employed by the Company shall lapse as of the Termination Date.
(e) Each non-vested option to purchase B▇▇▇▇ Shoe stock held by Employee that would have no further reimbursement obligation after vested within the two (2) year period following the Termination Date had Employee becomes eligible remained employed by the Company shall vest as of the Termination Date.
(f) The Company shall pay the reasonable costs of outplacement services selected by the Company 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 reasonable period of time following the Termination Date; provided, however, that no Separation Pay such outplacement services shall be paid to Employee unless the Company receives, on or within 55 days provided 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 second calendar year following the month calendar year in which the applicable premiums were paid by Termination Date occurs.
4.2 If Employee. For the avoidance of doubt, Employee shall not be entitled to the Separation Benefits if this Agreement ’s employment is terminated within twenty-four (i24) due to Employee’s death; months after a Change of Control (ii) by the Company due to Employee’s Inability to Perform; (iiix) by the Company for any reason other than for Cause; , death or disability, or (ivy) by Employee without within ninety (90) days after the occurrence of Good Reason, Employee shall be entitled to the following separation benefits in place of, and not in addition to, the benefits set forth in Section 4.1:
(a) The Company shall pay, or cause to be paid, to Employee within 30 days of the Termination Date (i) the full base salary earned by Employee through, but unpaid at, the Termination Date, plus (ii) credit for any vacation earned by Employee but not taken at the Termination Date, plus (iii) all other amounts owed by the Company to Employee (other than any bonus payment of any kind) but unpaid as of the Termination Date.
(b) The Company shall pay, or cause to be paid, to Employee (i) in a lump sum six (6) months after the Termination Date an amount equal to 200% of the sum of (A) Employee’s base annual salary at the highest rate in effect at any time during the twelve (12) months immediately preceding the Termination Date, and (B) Employee’s targeted bonus for the current year; and (ii) Employee’s targeted bonus payment for the year of termination prorated to the Termination Date.
(c) The Company shall provide to Employee for a period of eighteen (18) months after the Termination Date medical and/or dental coverage under the Company’s medical and dental plans, without any cost to Employee in excess of any employee contribution that would be payable by Employee if Employee remained employed by the Company; provided, however, that if Employee becomes employed with another employer during such eighteen (18)-month period and is eligible to receive medical and/or dental coverage under another employer-provided plan, the medical and/or dental coverage described herein shall be secondary to those provided under such other plan. In addition, on the last day of such eighteen (18)-month period, the Company shall pay, or cause to be paid, to Employee an amount in cash equal to the aggregate amount that would be payable by the Company for such medical and/or dental coverage for six (v6) months if Employee remained employed by the Company for such period.
(d) The restrictions applicable to each share of non-renewal vested restricted stock of B▇▇▇▇ Shoe held by Employee shall lapse and be exercisable as of the Termination Date.
(e) Each non-vested option to purchase B▇▇▇▇ Shoe stock held by Employee shall vest and be exercisable as of the Termination Date.
(f) For purposes of determining Employee’s benefit under the Company’s Supplemental Employment Retirement Plan, an additional two (2) years of Credited Service shall be credited to Employee’s actual or deemed Credited Service.
(g) The Company shall pay the reasonable costs of outplacement services selected by the Company for a reasonable period of time following the Termination Date; provided, however, that no such outplacement services shall be provided after the last day of the second calendar year following the calendar year in accordance with which the Termination Date occurs.
4.3 If Employee’s employment is terminated for any reason including, but not limited to, Employee’s voluntary termination of employment, but excluding the reasons specified in Sections 4(b4.1 and 4.2, the Company shall pay, or cause to be paid, to Employee within 30 days of the Termination Date (i) the full base salary earned by Employee through, but unpaid at, the Termination Date, plus (ii) credit for any vacation earned by Employee but not taken at the Termination Date, plus (iii) all other amounts owed by the Company to Employee (other than any bonus payment of any kind) but unpaid as of the Termination Date.
4.4 The benefits set forth in Sections 4.1(c) and 6(f)4.2(c) shall run concurrently with any period of continuation coverage to which Employee is entitled under Section 601 of ERISA. Upon Employee’s re-employment during the period specified in each such Section, to the extent covered by the new employer’s plan, coverage under the Company’s plan shall lapse, subject to any continuation of coverage rights under Section 601 of ERISA. Employee’s participation in and/or coverage under all other employee benefit plans, programs or arrangements sponsored or maintained by the Company shall cease effective as of the Termination Date except as otherwise provided in such employee benefit plan, program or arrangement.
Appears in 2 contracts
Sources: Severance Agreement (Brown Shoe Co Inc), Severance Agreement (Brown Shoe Co Inc)
Separation Benefits. If this Agreement Except in situations where the employment of Executive is terminated either by For Cause, By Death or By Disability (as defined in Section IV below), in the event that the Company without Cause in accordance with Section 6(c) (including the Companyterminates Executive’s non-renewal of this Agreement) or by Employee resigning his employment for Good Reason in accordance with Section 6(d)at any time, the Company shall have no further obligation Executive will be eligible to Employee under this Agreement, except the Company shall provide the Accrued Obligations to Employee in accordance with Section 7(a) plus receive the following payments and benefits (collectively, the “Separation Benefits”) to Employee: (i) ):
1. an amount equal to one times (1) One Hundred Percent (100%) of Executive’s then-current Base Salary, plus (2) One Hundred Percent (100%) of Executive’s annual Target Bonus, payable in equal monthly installments over the sum twelve (12) month period following the date of such termination (“Salary Continuation Period”);
2. continued vesting of Executive’s stock options until the earlier of (a) the end of the Base Salary in effect immediately before Continuation Period or (b) the Termination Date plus the Annual Bonus received by Employee for the fiscal year preceding the Termination Date date Executive begins other employment, and a period of twelve (or 12) months thereafter to exercise such vested options;
3. 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 Executive elects to continue his medical 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 pay the premiums for Executive’s COBRA coverage until the earlier of (a) the end of the Salary Continuation Period or (b) the date Executive becomes covered under another employer’s health plan; and
4. continued payment of the premiums required to maintain Executive’s coverage under his Company-provided life insurance policy during the Salary Continuation Period. Notwithstanding the foregoing, if Executive begins other employment during the Salary Continuation Period, all vesting of Executive’s stock options shall cease and Executive shall receive an accelerated lump-sum payment of the remaining payments for the difference between the amount Employee pays to effect and continue such coverage under COBRA and the employee contribution amount that active employees Salary Continuation Period, in lieu 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 otherwisesalary continuation. 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. For the avoidance of doubt, Employee Executive shall not be entitled eligible to participate in the Company’s deferred compensation, 401K, or employee stock purchase plans during the Salary Continuation Period. Executive’s eligibility for the foregoing Separation Benefits if this Agreement is terminated conditioned on (ia) due Executive remaining available during the Salary Continuation Period to Employee’s death; (ii) by consult with the Company due to Employee’s Inability to Perform; (iii) by the regarding matters for which he previously had responsibility as a Company for Cause; (iv) by Employee without Good Reason; or (v) by non-renewal by Employee in accordance with Sections 4(b) and 6(f).executive;
Appears in 2 contracts
Sources: Executive Employment Agreement (Credence Systems Corp), Executive Employment Agreement (Credence Systems Corp)
Separation Benefits. If (a) Upon the Separation Date, Executive shall receive any accrued but unpaid benefits for any period prior to the Separation Date. In addition, provided that Executive agrees to and accepts the terms of this Agreement is terminated either by Agreement, and does not timely revoke his acceptance, and further provided that, upon the Company without Cause Separation Date, Executive executes and delivers, and does not timely revoke, a customary general release in form and substance satisfactory to the Company, Executive shall receive: (i) severance pay in the amount of $183,750, less applicable deductions and withholdings, payable in equal installments and in accordance with Section 6(c) (including the Company’s non-renewal regular and customary payroll practices, over the period commencing on the Separation Date and ending on March 12, 2013 (the “Benefits Period”) and, (ii) continuation of this Agreement) or benefits during the Benefits Period at the same level offered to and enrolled in by Employee resigning his employment for Good Reason in accordance with Section 6(d), the Company shall have no further obligation Executive prior 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 Separation Date (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 the Company’s obligation to continue to provide Separation Benefits shall notify terminate upon the date that Executive commences employment with a new employer. Executive shall provide the Company with written notice not later than one day following his commencement of employment with a new employer.
(b) Executive agrees and acknowledges that his receipt of the Separation Benefits is subject to and conditioned upon his strict compliance with this Agreement, including without limitation the post-employment restrictions set forth in writing within five days after Paragraphs 7, 8, 9, 10 and 11 below. Executive further agrees that, should he becomes eligible after fail to comply with any such post-employment restrictions, the Termination Date for group health insurance coverageCompany, if anyin addition to any other legal or equitable remedy available to it, 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 entitled to immediately and forever cease payment of the Separation Benefits, and to recover any consideration already paid to Employee Executive under this Agreement, including without limitation the Separation Benefits.
(c) Executive agrees and acknowledges that, other than as set forth in a lump sum within 60 days this Agreement, Executive is not entitled to and shall not receive any additional compensation, payments or benefits of any kind from the Termination Date; providedCompany, however, and that no Separation Pay shall be paid representations or promises to Employee unless the Company receivescontrary have been made to Executive. Executive further agrees and acknowledges that, on or within 55 days after but for entering into and complying with the Termination Dateterms of this Agreement, 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. For the avoidance of doubt, Employee shall Executive would not be entitled to receive the payments and benefits set forth in this Agreement, including without limitation the Separation Benefits if this Agreement is terminated (i) due Benefits, that such payments and benefits exceed any consideration to Employee’s death; (ii) by which he would otherwise be entitled, and that such payments and benefits constitute good and sufficient consideration for the Company due to Employee’s Inability to Perform; (iii) by the Company for Cause; (iv) by Employee without Good Reason; or (v) by non-renewal by Employee in accordance with Sections 4(b) promises and 6(f)covenants of Executive set forth herein.
Appears in 2 contracts
Sources: Separation Agreement, Separation Agreement (Addus HomeCare Corp)
Separation Benefits. If In consideration for Executive’s execution and non-revocation of the General Release attached hereto as Exhibit A, and the other duties and obligations set forth in this Agreement is terminated either Agreement, L-3 agrees to the following:
(a) L-3 agrees to continue paying to Executive his regular base salary payments at the current level as of the date hereof (less applicable withholdings and deductions) through the Retirement Date, and L-3 will not separate Executive from employment prior to the Retirement Date other than for Cause. For purposes of this Agreement, Cause shall have the meaning set forth in the agreement governing the restricted stock units; issued to Executive on February 22, 2012. In consideration for Executive’s execution and non-revocation of the General Release attached hereto as Exhibit B on or after the Retirement Date, and the other duties and obligations set forth in this Agreement, L-3 agrees to the following subject to the occurrence of and effective upon the Exhibit B Effective Date:
(b) The terms governing the time vesting restricted stock units issued to Executive on February 22, 2012 shall be deemed amended so as to allow Executive’s termination of employment as of the Retirement Date to satisfy the requirements of the “retirement” definition thereunder, subject to Executive’s continued compliance with this Agreement. For purposes of clarity, Executive’s other outstanding time vesting restricted stock unit awards shall be governed by the Company without Cause terms of the applicable award agreement, which provides that such awards shall become payable in accordance with Section 6(cthe terms of the applicable award agreement, but without regard to the requirement of Executive’s continued employment through the applicable settlement date.
(c) The terms governing Executive’s “Performance Awards” (including as defined below) shall be deemed amended to treat Executive’s termination of employment as a “Retirement” constituting a “Qualified Termination” (each, as defined under the Companyapplicable Performance Award agreements), with deemed service credit through December 31,2012, subject to Executive’s non-renewal of continued compliance with this Agreement) or by Employee resigning his employment for Good Reason in accordance with Section 6(d). As used above, 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 term “Separation Benefits”) to Employee: Performance Awards” means (i) an amount equal the performance unit awards granted 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 DateExecutive on February 23, 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) (together2010, the “Separation Pay”); February 24, 2011 and February 22, 2012 and (ii) during the six-month period commencing performance cash award granted to Executive on February 22, 2012.
(d) L-3 shall pay Executive a cash amount equal to $975,000, less withholding taxes and other deductions required by law (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 (“COBRASeparation Payment”), 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 Payment shall be paid to Employee Executive in a lump sum within 60 days equal installments in biweekly intervals on the same dates as L-3 payroll is paid, beginning on the first payroll date following the Exhibit B Effective Date of this Agreement and ending on December 31, 2013.
(e) L-3 shall pay Executive $925,000 as an annual cash bonus for 2012 (the Termination Date; provided“2012 Bonus”), howeverless withholding taxes and other deductions required by law, that no Separation Pay in full satisfaction of Executive’s right to receive any annual bonus for 2012. The 2012 Bonus shall be paid to Employee unless Executive in a single lump sum at the Company receivessame time bonuses are paid to L-3 employees generally, on or within 55 days after but in no event later than March 15, 2013.
(f) L-3 agrees to enter into a consulting agreement with Executive in the Termination form attached hereto as Exhibit C (the “Consulting Agreement”) to become effective upon the Exhibit B Effective 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. For the avoidance of doubt, Employee shall not be entitled to the Separation Benefits if this Agreement is terminated (i) due to Employee’s death; (ii) by the Company due to Employee’s Inability to Perform; (iii) by the Company for Cause; (iv) by Employee without Good Reason; or (v) by non-renewal by Employee in accordance with Sections 4(b) and 6(f).
Appears in 2 contracts
Sources: Retirement Agreement, Retirement Agreement (L 3 Communications Holdings Inc)
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 terminates your employment for Cause or if you resign other than for Good Reason Reason, you will not be entitled to any separation benefits as described 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 section (collectively, the “Separation Benefits”) ). • If, other than within 6 months prior to Employee: (i) an amount equal or 12 months following a Change in Control, the Company terminates your employment for any reason other than Cause or if you resign for Good Reason, you will be entitled to one times the sum of the receive monthly payments based on your Base Salary of $325,000 for a period of 12 months from the date of termination (the “Severance Period”). • If, within 6 months prior to or 12 months following a Change in effect immediately before Control, the Termination Date plus the Annual Bonus received by Employee Company terminates your employment for the fiscal year preceding the Termination Date (any reason other than Cause or if Employee was employed you resign for less than one full fiscal year prior Good Reason, you will be entitled to receive monthly payments based on your Base Salary of $325,000 for a period of 12 months from the Termination Datedate of termination (the Severance Period). In addition, the Annual Bonus for purposes of this Section 7 shall be Company will accelerate your right to exercise shares under any stock options granted to you by the Annual Bonus payable during the current fiscal year at the target amount provided above) Company. • If you die or become totally disabled (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 as defined by the Company’s group heath long term disability insurance plan pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”coverage), or similar state law, the Company shall reimburse Employee on a monthly basis for will accelerate your right or the difference between the amount Employee pays right of your Personal Representative to effect and continue such coverage exercise shares 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 any stock options granted 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 you by the last day of the month following the month in which the applicable premiums were paid by EmployeeCompany. For the avoidance of doubt, Employee shall not You will be entitled to the severance and acceleration of options described above so long as the ending of your employment constitutes a separation from service as defined in Section 409A of the Internal Revenue Code. During the Severance Period (but not for a period longer than your entitlement to COBRA continuation coverage), the Company will continue to contribute to your medical insurance coverage, which, subject to your eligibility, will be extended to you under the law known as COBRA at the same rate as if you continued to be employed by the Company. Notwithstanding the foregoing, your receipt of the Separation Benefits if described in this Agreement is terminated paragraph will be subject, in all cases, to your execution, on or before the 21st day following its presentation to you (iwhich shall occur no more than 14 days after the Date of Termination) due to Employee’s death; (ii) by of a release of any and all claims that you may then have against the Company due in connection with your employment in a form that is satisfactory to Employee’s Inability to Perform; (iii) by the Company for Cause; (iv) by Employee without Good Reason; or (v) by non-renewal by Employee in accordance with Sections 4(bthe “Release”) and 6(fthe effectiveness and irrevocability of the Release upon its execution or the earliest day after its execution as is permitted by law. Payments of continuation of compensation owed pursuant to this paragraph will occur on the regular payroll payment dates for the Company beginning with the first regular payroll payment date that occurs on or after the date that is 45 days after your termination or resignation (with the first payment to include the full amount owed for continuation of compensation for the payroll period to which such payment date relates and any prior payroll periods for which payment was not yet made).
Appears in 2 contracts
Sources: Employment Agreement (NeuroMetrix, Inc.), Employment Agreement (NeuroMetrix, Inc.)
Separation Benefits. (i) If this Agreement Executive’s employment with the Company ends for any reason, then Executive shall be entitled to: (1) Executive’s Base Salary through the Termination Date and any earned but unpaid annual bonus for the calendar year ending immediately prior to the Termination Date; (2) benefits as provided in Section 6 through the Termination Date; (3) reimbursement of expenses incurred by Executive through the Termination Date as provided in Section 7; and (4) accrued vacation and other paid-time-off (the “Accrued Obligations”).
(ii) (A) If Executive’s employment with the Company is terminated either by the Company for Cause, then, in addition to the compensation described in Section 9(c)(i), Executive shall forfeit and have no right to any of the Issued Common Stock (whether vested or unvested) if a Liquidity Event has not occurred and if a Liquidity Event has occurred then Executive shall forfeit and have no right to fifty percent (50%) of the Issued Common Stock that are vested on the Termination Date and no right to any unvested Issued Common Stock; and (B) if Executive terminates his employment without Good Reason, then, in addition to the compensation described in Section 9(c)(i), prior to a Liquidity Event Executive shall forfeit and have no right to 25% of the Issued Common Stock that are vested on the Termination Date and no right to any unvested Issued Common Stock and after a Liquidity Event Executive shall not forfeit any of his Issued Common Stock that are vested as of the Termination Date but shall forfeit and have no right to any unvested Issued Common Stock. For illustrative purposes, the following examples are provided:
(1) If Executive is terminated by the Company for Cause and Executive is 75% vested in accordance with Section 6(cthe Issued Common Stock on the Termination Date and a Liquidity Event has not occurred, Executive shall retain none of the vested or unvested Issued Common Stock.
(2) If Executive is terminated by the Company for Cause and Executive is 75% vested in the Issued Common Stock on the Termination Date and a Liquidity Event has occurred, Executive shall retain 37.5% of the Issued Common Stock and forfeit 62.5% of the Issued Common Stock.
(including 3) If Executive terminates his employment without Good Reason and Executive is 75% vested in the CompanyIssued Common Stock on the Termination Date and a Liquidity Event has not occurred, Executive shall retain 56.25% of the Issued Common Stock and forfeit 43.75% of the Issued Common Stock.
(4) If Executive terminates his employment without Good Reason and Executive is 75% vested in the Issued Common Stock on the Termination Date and a Liquidity Event has occurred, Executive shall retain 75% of the Issued Common Stock and forfeit 25% of the Issued Common Stock.
(iii) If the Company terminates Executive’s employment without Cause, if Executive terminates his employment for Good Reason or due to Disability or death or Executive’s employment is terminated by the Company or Executive after the Company has given notice of non-renewal of this Agreement) or by Employee resigning his employment for Good Reason Agreement in accordance with Section 6(d4 hereof, then in addition to the Accrued Obligations described in Section 9(c)(i), (1) the Company shall have no further obligation reimburse Executive (or the Executive’s qualified beneficiaries in the case of Executive’s termination due to Employee death) for premiums under this Agreementthe Consolidated Omnibus Budget Reconciliation Act paid after the Termination Date in substantially equal monthly payments following the Termination Date, except the Company and (2) Executive shall provide the Accrued Obligations receive, if such termination is not due to Employee in accordance with Section 7(a) plus the following payments and benefits (collectivelyDisability or death, the “Separation Benefits”) to Employee: (i) an amount a lump sum payment equal to one 1.5 times the sum of (a) 12 months’ Base Salary, plus (b) the Base Salary average actual bonus earned by Executive during the two previous calendar years (including with the Predecessor Employer). Notwithstanding the foregoing, the amounts described in effect immediately before this Section 9(c)(iii) shall be payable by reference to the Termination Date plus only if such date constitutes Executive’s “separation from service” from the Annual Bonus received Company within the meaning of Section 409(a)(2)(A)(i) of the Internal Revenue Code of 1986, as amended (the “Code”) and Treasury Regulation Section 1.409A-1(h) (a “Separation from Service”) and, if Executive’s Separation from Service occurs later, these amounts shall be paid (or commence, as applicable) by Employee for reference to such later Separation from Service and (3) Executive (or the fiscal year preceding Executive’s qualified beneficiaries in the case of Executive’s termination due to death) shall retain all Issued Common Stock that is vested on the Termination Date but shall forfeit and have no right to any Issued Common Stock that is unvested on the Termination Date. Payment of the payments and benefits described in clauses (1) and (2) above (but not any other payments or benefits) shall occur or begin (as applicable) on the Company’s first regularly scheduled payroll date occurring on or after the 36th day following the Termination Date (or if Employee was employed for less than one full fiscal year the “First Payroll Date”) (with any amounts otherwise payable prior to such First Payroll Date instead paid on such First Payroll Date), and such payments and benefits shall be subject to and conditioned upon Executive’s execution and delivery to the Company of the general release substantially in the form attached hereto as Exhibit B (the “Release”) within 22 days of receiving the Release and the passage of the seven-day revocation period provided for in the Release without Executive exercising such revocation right (and for the sake of clarity, notwithstanding anything herein to the contrary, no such payments and benefits shall be paid or provided until such timely delivery of, and expiration of such revocation period for, the Release), provided that the Release shall be provided to Executive in an executable format and otherwise substantially in the form attached hereto as Exhibit B on or within five business days of the Termination Date, the Annual Bonus for purposes of .
(iv) Except as expressly provided in this Section 7 9(c) and except for benefits in which Executive has vested under employee benefit plans or applicable law, Executive shall not be entitled to any compensation (including severance) or benefits upon termination of employment, whether from the Company or any of its Subsidiaries or Affiliates.
(v) Notwithstanding anything to the contrary in this Agreement, no compensation or benefits which shall constitute “deferred compensation” (within the meaning of Section 409A of the Code) shall be the Annual Bonus payable during the current fiscal year at the target amount provided above) (together, the “Separation Pay”); and (ii) paid to Executive during the six-month period commencing following the Executive’s Separation from Service if paying such amounts at the time or times indicated in this Agreement would be a prohibited distribution under Section 409A(a)(2)(B)(i) of the Code. If the payment of any such amounts is delayed as a result of the previous sentence, then on the Termination Date that Employee is eligible to elect and elects to continue coverage for himself and his eligible dependents first business day following the end of such six-month period (or such earlier date upon which such amount can be paid under Section 409(A) of the CompanyCode without resulting in a prohibited distribution, including as a result of Executive’s group heath insurance plan pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”death), or similar state law, the Company shall reimburse Employee on pay Executive a monthly basis for lump-sum amount equal to the difference between the amount Employee pays to effect and continue such coverage under COBRA and the employee contribution cumulative amount that active employees of would have otherwise been payable to the Executive during such period with interest at prevailing market rates.
(vi) Any Issued Common Stock (whether vested or unvested) that is forfeited or lost by Executive under this Section 9(c) shall be transferred to and allocated to those Persons listed on Exhibit C in proportions set forth on such exhibit and neither the Company pay for the same nor Executive shall have any right or similar coverageinterest in such Issued Common Stock; 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 coverageif Executive is included on Exhibit C, 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 then Executive shall be paid eligible to Employee receive an allocation of such Issued Common Stock in a lump sum within 60 days of the Termination Date; provided, however, that no Separation Pay proportion set forth on Exhibit C. The Persons listed on Exhibit C shall be paid to Employee unless the Company receives, on or within 55 days after the Termination Date, an executed and fully effective copy third-party beneficiaries of the Release this clause (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. For the avoidance of doubt, Employee shall not be entitled to the Separation Benefits if this Agreement is terminated (i) due to Employee’s death; (ii) by the Company due to Employee’s Inability to Perform; (iii) by the Company for Cause; (iv) by Employee without Good Reason; or (v) by non-renewal by Employee in accordance with Sections 4(b) and 6(fvi).
Appears in 2 contracts
Sources: Senior Officer Employment Agreement (TRI Pointe Homes, Inc.), Senior Officer Employment Agreement (TRI Pointe Homes, LLC)
Separation Benefits. If this Agreement is terminated either by Upon termination of your employment with the Company without Cause in accordance with Section 6(c) (including for any reason, you will receive payment for all unpaid salary and vacation accrued as of the date of your termination of employment, and your benefits will be continued under the Company’s non-renewal then existing benefit plans and policies for so long as provided under the terms of this Agreement) or such plans and policies and as required by Employee resigning his employment for Good Reason applicable law. Under certain circumstances, and in accordance with Section 6(d)all events conditioned upon your execution of a release and waiver of claims against the Company, its officers and directors and stockholders in a form acceptable to the Company, the form of which is attached hereto as Exhibit A, you will be entitled to receive severance benefits as set forth below in addition to those described above, but you will not be entitled to any other compensation, award or damages with respect to your employment or termination.
(a) In the event of your Voluntary Termination, Termination for Cause or Termination for Death or Disability, you will not be entitled to any cash severance benefits or additional vesting of any Company shall have no further obligation equity-based awards, including Company stock options.
(b) In the event of your Termination without Cause or your Involuntary Termination, you will be entitled 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 a lump sum payment equivalent to one times your then-current base salary for a period of twelve (12) months and the sum of the Base Salary in effect immediately before the Termination Date plus the Annual maximum Target Bonus received by Employee for the fiscal year preceding in which 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”)termination occurred; and (ii) during accelerated vesting of that portion of the sixOption that would have vested over the next twelve (12) months immediately following such Involuntary Termination or Termination without Cause.
(c) In the event of your Involuntary Termination or Termination without Cause within twelve (12) months following the closing of a Change in Control, in lieu of any payment under Section 6(b) above, you will be entitled to (i) a lump sum payment equivalent to your then-month current base salary for a period commencing on of fifteen (15) months and the maximum Target Bonus for the year in which the termination occurred plus an additional one fourth (1/4) of the maximum Target Bonus for the year in which the termination occurred; and (ii) accelerated vesting of: (A) if such Change in Control closes within twelve (12) months of the Commencement Date, such portion of the Option so that, when added to your then vested portion of the Option as of the date of such Involuntary Termination or Termination without Cause, you will be vested in total in that number of shares as would have been vested as of the date twenty-four (24) months following the Commencement Date absent your termination; or (B) if such Change in Control closes more than twelve (12) months after the Commencement Date, any portion of the Option that Employee is eligible not vested immediately prior to elect and elects such Involuntary Termination or Termination without Cause,
(d) No payments due you hereunder shall be subject to continue coverage for himself and his eligible dependents under mitigation or offset.
(e) In the Company’s group heath insurance plan pursuant to the Consolidated Omnibus Budget Reconciliation Act event of 1985, as amended (“COBRA”), your Termination without Cause or similar state lawInvoluntary Termination, the Company shall reimburse Employee on a monthly basis will pay the premiums for the difference between the amount Employee pays your COBRA coverage (should you elect to effect and continue such convert your health coverage under COBRA and COBRA) until the employee contribution amount that active employees earlier of the Company pay for following: (A) 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 12-month anniversary 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 your last day of the month following the month in which the applicable premiums were paid by Employee. For the avoidance of doubt, Employee shall not be entitled to the Separation Benefits if this Agreement is terminated (i) due to Employee’s death; (ii) by employment with the Company due to Employee’s Inability to Perform; (iii) by the Company for Cause; (iv) by Employee without Good Reason; or (vB) you become covered by non-renewal by Employee in accordance with Sections 4(b) and 6(f)another employer’s health plan.
Appears in 2 contracts
Sources: Employment Agreement (Shutterfly Inc), Employment Agreement (Shutterfly Inc)
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 Provided Executive signs and does not revoke this Agreement, except and signs the re-affirmation of this Agreement on his Date of Termination, Company shall will pay or provide Executive the Accrued Obligations to Employee in accordance with Section 7(a) plus the following payments payment and benefits set forth in Section 7(b)(iii) of the Employment Agreement, which are as follows
(collectivelya) Two times Executive’s current base salary, or eight hundred fifty-four thousand five hundred and twenty-eight dollars ($854,528.00);
(b) Two times Executive’s average of incentive bonus for two fiscal years preceding the Date of Termination, or seven hundred fifty-eight thousand six hundred and twenty-five dollars ($758,625.00);
(c) The “Separation Benefits”) to Employee: (i) COBRA Payment” which shall be an amount equal to one twenty-four (24) times the monthly applicable premium for COBRA coverage as in effect on the Date of Termination for the medical and dental coverage level in effect with respect to Executive and, as applicable, his family, as of the Date of Termination under Company’s group medical and dental plan. Executive will be paid an additional “gross-up payment” pursuant to this paragraph (c) for all applicable withholding taxes that would otherwise apply to the COBRA Payment such that the net after-tax amount that Executive will receive pursuant to this paragraph (c) will be equal to the COBRA Payment;
(d) The “Life and Disability Payment” which shall be an amount equal to two (2) times the sum of (i) the Base Salary in effect immediately before the Termination Date plus the Annual Bonus received by Employee annual premium for the fiscal year preceding the Termination Date additional life insurance (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 aboveminimum level $695,000) (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 annual premium for himself and his eligible dependents additional disability insurance (minimum level $9,000 monthly benefit) under the Company’s group heath life insurance plan and group long-term disability plan, as applicable, each as in effect on the Date of Termination. Executive will be paid an additional “gross-up payment” pursuant to this paragraph (d) for all applicable withholding taxes that would otherwise apply to the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), or similar state law, Life and Disability Payment such that 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 net after-tax amount that active employees Executive will receive pursuant to this paragraph (d) will be equal to the Life and Disability Payment;
(e) The incentive bonus earned but unpaid for any fiscal year completed prior to the year in which the Date 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 coverageoccurs, if any;
(f) All stock options, through subsequent employment or restricted stock units and other stock incentives which are not otherwise vested as of the Date of Termination shall vest immediately upon the Date of Termination and any stock options granted to Executive after October 14, 2003 will remain exercisable for two (2) years following the Company shall have no further reimbursement obligation after Employee becomes eligible for group health insurance coverage due to subsequent employment or otherwiseDate of Termination (or, if less, the original term of the option). The Separation Pay payments due under Section 2(a)-(e) above shall be paid to Employee made in a lump sum within 60 30 days following the Date of Termination, subject to satisfaction 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. For the avoidance of doubt, Employee shall not be entitled to the Separation Benefits if this Agreement is terminated (i) due to Employee’s death; (ii) by the Company due to Employee’s Inability to Perform; (iii) by the Company for Cause; (iv) by Employee without Good Reason; or (v) by non-renewal by Employee in accordance with Sections 4(b) and 6(f)requirements referenced above.
Appears in 2 contracts
Sources: Separation Agreement (Marlin Business Services Corp), Retirement Agreement
Separation Benefits. If this Agreement is terminated either by Subject to Section 4 below, in consideration of, subject to and conditioned upon (i) Employee’s timely execution of the Company without Cause release of claims attached hereto as Exhibit B (the “Release”) on or within 21 days after the Separation Date (the “Release Deadline”), but in no event prior to the Separation Date, and Employee’s non-revocation of the Release in accordance with Section 6(cits terms, and (ii) Employee’s continued compliance with the Restrictive Covenants (including as defined below), subject to the Company’s non-renewal requirements of this Agreement) or by Employee resigning his employment for Good Reason in accordance with Section 6(dthe Internal Revenue Code of 1986, as amended (the “Code”), the Company shall have no further obligation agrees to provide Employee under this Agreement, except the Company shall provide the Accrued Obligations to with:
(1) If 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 properly elects to continue healthcare continuation coverage for himself and his eligible dependents under the Company’s group heath insurance plan health plans pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), or similar state law, then the Company shall reimburse subsidize the COBRA premiums for Employee on a monthly basis for and Employee’s covered dependents until the difference between date that is 12 months from the amount Employee pays to effect and continue such coverage under Separation Date (the “COBRA and the employee contribution amount that active employees of the Company pay for the same or similar coveragePremium Payment”); 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 not subsidize COBRA premiums for any health flexible savings accounts or health reimbursement arrangements. Such subsidy shall be made by direct payment, and shall equal an amount determined based on the same benefit levels and cost to Employee as would have no further reimbursement obligation after applied based on Employee’s elections in effect on the Separation Date if Employee’s employment had not been terminated. Notwithstanding the foregoing, (A) if any plan pursuant to which such benefits are provided is not, or ceases prior to the expiration of the period of continuation coverage to be, exempt from the application of Code Section 409A under Treasury Regulation Section 1.409A-1(a)(5), or (B) the Company is otherwise unable to continue to cover Employee becomes eligible for under its group health insurance coverage due plans without penalty under applicable law (including without limitation, Section 2716 of the Public Health Service Act), then, in either case, an amount equal to subsequent employment or otherwise. The Separation Pay each remaining Company reimbursement shall thereafter be paid to Employee in a lump sum within 60 days of substantially equal monthly installments over the Termination 12 months following the Separation Date (or the remaining portion thereof); and
(2) Following the Separation Date; provided, however, that no Separation Pay shall be paid the opportunity for Employee to Employee unless provide continued services to the Company receivespursuant to that certain Consulting Agreement attached hereto as Exhibit C (the “Consulting Agreement”), on or within 55 days after the Termination Date, an which Consulting Agreement must be executed and fully effective copy of by Employee prior to 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 EmployeeDeadline. For the avoidance of doubt, in the event that Employee does not execute the Release on or prior to the Release Deadline, or if he revokes the Release after executing it as specified therein, the Consulting Agreement shall be null and void and Employee shall not be entitled to eligible for any of the Separation Benefits if this Agreement is terminated compensation or benefits thereunder (i) due to Employee’s death; (ii) by together with the Company due to Employee’s Inability to Perform; (iii) by COBRA Premium Payment, the Company for Cause; (iv) by Employee without Good Reason; or (v) by non-renewal by Employee in accordance with Sections 4(b) and 6(f“Severance Benefits”).
Appears in 2 contracts
Sources: Confidential Separation and Release Agreement (PACS Group, Inc.), Confidential Separation and Release Agreement (PACS Group, Inc.)
Separation Benefits. If this Agreement is terminated either by Without admission of any liability and in exchange for the Company without Cause releases and covenants contained 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), subject to your satisfaction of all of your covenants and agreements contained herein, the Company shall have no further obligation agrees to Employee under this Agreement, except the Company shall provide the Accrued Obligations to Employee in accordance you with Section 7(a) plus the following payments and benefits (collectively, the “Separation Benefits”):
(a) The Company will pay you $232,307.69 gross (the “Separation Payment”), payable in equal, bi-weekly installment payments from June 4, 2012 through December 31, 2012, following the end of the Revocation Period (as such term is defined in Paragraph 17 below); provided that the Company’s obligation to Employee: pay the Separation Payment shall immediately cease and you shall automatically forfeit any further installments of the Separation Payment in the event you earn any compensation or fees (whether or not paid currently) during the Severance Period (as such term is defined in Paragraph 2(c) below) in connection with your (i) an amount equal employment with a subsequent employer or (ii) provision of services, including consulting services, to any natural person, firm, partnership, limited liability company, association, corporation, company, trust, business trust, governmental authority or other entity. You must notify the Company within one times (1) week of your commencement of any such employment or provision of services, and the sum Company’s obligation to pay the Separation Payment will cease as of the Base Salary in effect immediately before first date of such employment or provision of services. It is intended that each installment of 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 Separation Payment payable to the Termination Date, the Annual Bonus you shall be treated as a separate “payment” for purposes of this Section 7 shall 409A of the Code.
(b) You will not be eligible to receive any payment under the Burger King Corporation Annual Bonus payable Program for calendar year 2012.
(c) You may participate in continued group medical, dental and vision coverage at the active employee rate, during the current fiscal year at seven (7) month period following the target amount provided above) Separation Date (together, the “Separation PaySeverance Period”), provided that the Company’s obligation to provide this continued coverage (i) is subject to you continuing to make your portion of the monthly premium payments to AETNA; and (ii) during shall immediately cease in the six-month period commencing on the Termination Date that Employee is event you become eligible to elect for different coverage, 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 you must 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 one (1) week of becoming 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 such different coverage.
(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. For the avoidance of doubt, Employee shall not d) You will be entitled to the Separation Benefits if this Agreement is terminated continued basic term-life insurance coverage at no cost to you through (i) due to Employee’s deaththe end of the Severance Period; (ii) by until the Company due to Employee’s Inability to Performeffective date of any life insurance coverage obtained through a new employer; or (iii) by the date you refuse coverage from your new employer, whichever is sooner (you must notify the Company within one (1) week of becoming eligible for Causelife insurance coverage); (iv) by Employee without Good Reason; or (v) by non-renewal by Employee in accordance with Sections 4(b) and 6(f)if currently enrolled, continued optional life insurance coverage, provided that you continue to make the applicable monthly premium payments to the Company.
Appears in 1 contract
Separation Benefits. (a) If this Agreement Executive is involuntarily terminated either without Cause or resigns for Good Reason (as each term is defined in Exhibit “A”) on or before December 31, 2007, Executive, shall be entitled to receive within fourteen (14) days of his/her termination, in lieu of any other separation and/or severance payments or benefits, the following:
(i) a lump sum payment equal to Executive’s accrued, but unpaid base salary through the date of termination, less all applicable deductions;
(ii) a lump sum payment equivalent to two (2) times Executive’s final annual base salary, less all applicable deductions;
(iii) a lump sum payment equivalent to two (2) times Executive’s annual performance bonus target as approved by the Company without Cause Compensation and Benefits Committee for the year in accordance with Section 6(cwhich he/she is terminated, less all applicable deductions;
(iv) (including a Prorated Portion of any unvested Performance RSUs awarded to Executive on or after January 1, 2005, shall vest on the Company’s non-renewal regularly scheduled vesting date, as provided in the grant agreement for such Performance RSUs, and will be subject to all restrictions regarding their sale or transfer as specified in the applicable grant agreement. For purposes of this Agreement) or by Employee resigning his employment for Good Reason in accordance with Section 6(d, the term “Performance RSUs” shall mean restricted stock units awarded to Executive pursuant to a grant agreement specifying that the actual number of stock units to ultimately be awarded at the end of the performance period is contingent upon specified criteria related to EDS’ performance. For purposes of this subparagraph 1(a)(iv), the Company “Prorated Portion” shall be determined by multiplying the number of Performance RSUs that would have no further obligation to Employee under this Agreementotherwise vested on the scheduled vesting date following the completion of the performance period if Executive had not previously separated from employment with EDS (based on EDS’ achievement of the specified performance metrics for the applicable Performance RSUs, except as provided in the Company shall provide the Accrued Obligations to Employee in accordance with Section 7(aapplicable grant agreement) plus the following payments and benefits (collectivelyby a fraction, the “Separation Benefits”) to Employee: (i) an amount equal to one times the sum numerator 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 which shall be the Annual Bonus payable during number of complete months between the current fiscal year at commencement date of the target amount provided above) (together, the “Separation Pay”); and (ii) during the six-month performance 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 applicable Performance RSUs and continue such coverage under COBRA Executive’s separation date, and the employee contribution amount that active employees denominator being the total number of months in the Company pay performance period 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. For the avoidance of doubt, Employee shall not be entitled to the Separation Benefits if this Agreement is terminated (i) due to Employee’s death; (ii) by the Company due to Employee’s Inability to Perform; (iii) by the Company for Cause; (iv) by Employee without Good Reason; or (v) by non-renewal by Employee in accordance with Sections 4(b) and 6(f).Performance RSUs;
Appears in 1 contract
Sources: Executive Severance Benefit Agreement (Electronic Data Systems Corp /De/)
Separation Benefits. If you execute and do not revoke this Separation Agreement is terminated either you remain employed hereunder through the Separation Date, and you comply with the terms of this Separation Agreement, then:
a. The Company will pay you separation pay (“Separation Pay”) in the amount of $565,000.00 (equivalent to twelve months of pay), less income taxes and other appropriate withholdings, consistent with the terms of this Separation Agreement. December 31, 2025 Your Separation Pay will be due and payable in installments on what would have been your regular pay dates as if you had remained an active VOR employee during the Separation Pay period. Those installments will begin by the Company without Cause in accordance with Section 6(c) (including second regular pay date following your Separation Date.
b. Although you will not be employed through the Company’s non-renewal of this Agreement) or by Employee resigning his employment for Good Reason in accordance with Section 6(d)date such bonuses are paid, the Company shall have no further obligation will pay you an amount of $115,724 (less income taxes and other appropriate withholdings) which is equivalent to Employee your 2025 Annual Discretionary Bonus calculated at Target Bonus level on a pro-rated basis based on the percentage of 2025 that you worked. Said payment will be made at the same time as the first installment of the Separation Pay.
c. If you timely elect continued coverage under this AgreementCOBRA (as discussed in Section 5 below), except then the Company shall provide pay the Accrued Obligations COBRA premiums (“COBRA Support”) necessary to Employee continue your and your covered dependents’ health insurance coverage until the earliest of: (i) the termination of the Separation Pay; (ii) the date when you become eligible for substantially equivalent health insurance coverage in accordance connection with Section 7(anew employment or self-employment; or (iii) plus the following payments date you cease to be eligible for COBRA continuation coverage for any reason.
d. You will be entitled to retain the first half ($100,000.00) of the Signing Bonus you received pursuant to your Employment Agreement, dated July 17, 2025 (“Employment Agreement”); and benefits the Company will not excersise any claim or right it has to seek the return/clawback of the Signing Bonus. (collectivelyCollectively, the Separation Pay, the 2025 Annual Discretionary Bonus equivalent, retention of the Signing Bonus, and the COBRA Support shall be referred to as the “Separation Benefits”). Provided further, you acknowledge and agree that you will not be receiving the second half of the Signing Bonus because you are separating employment prior to the 24-month anniversary of your start date.
e. The amounts payable and benefits provided under this Separation Agreement are intended either to be exempt from or to comply with Section 409A of the Internal Revenue Code of 1986 (including the Treasury regulations and other published guidance relating thereto) (“Code Section 409A”) so as not to Employee: subject you to payment of any interest, penalties or additional tax imposed under Code Section 409A. For the avoidance of doubt, each biweekly payment is considered a separate payment for purposes of Code Section 409A. Anything to the contrary notwithstanding, if at the time of your separation from service within the meaning of Section 409A of the Code, the Company determines that you are a "specified employee" within the meaning of the Code, then to the extent any payment or benefit that you become entitled to receive under this Agreement on account of your separation from service would be considered deferred compensation subject to the 20% additional tax imposed pursuant to Section 409A(a) of the Code as a result of the application of Section 409A(a)(2)(B)(i) of the Code, such payment shall not be payable and such benefit shall not be provided until the date that is the December 31, 2025 earlier of (i) an amount equal to six months and 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 (day after your separation from service, 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) your death. If any such delayed cash payment is payable on an installment basis, the first payment shall include a catch-up payment covering amounts that would otherwise have been paid 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 but for the difference between the amount Employee pays to effect and continue such coverage under COBRA application of this provision, and the employee contribution amount that active employees balance 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 installments 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. For the avoidance of doubt, Employee shall not be entitled to the Separation Benefits if this Agreement is terminated (i) due to Employee’s death; (ii) by the Company due to Employee’s Inability to Perform; (iii) by the Company for Cause; (iv) by Employee without Good Reason; or (v) by non-renewal by Employee payable in accordance with Sections 4(b) and 6(f)their original schedule.
Appears in 1 contract
Separation Benefits. If Provided that you (I) continue to comply with the terms of this Agreement, (II) timely execute, deliver and do not revoke this Agreement is terminated either by (including, without limitation, the release of claims set forth in Section 8(a) herein), (III) continue to comply with the Continuing Obligations (defined below), and (IV) do not experience a termination of employment from the Company without Cause for “Cause” (as defined in accordance with Section 6(cthe Skillsoft Corp. 2020 Omnibus Incentive Plan) or as a result of your death or disability prior to the Separation Date:
(including a) The Company will pay you a cash amount equal to $206,000, which is equivalent to six months of your base salary, less all applicable withholdings and deductions, on the Company’s non-renewal first administratively possible payroll date on or after the later of (x) the Effective Date (as defined in the last paragraph 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 (iiy) during five (5) business days after 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 Separation Date.
(b) If you are enrolled in the Company’s group heath insurance plan pursuant medical, dental and/or vision plans (as applicable) on the Separation Date and you timely elect to continue your participation and that of your eligible dependents in such plans under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), or similar state law, the Company shall will reimburse Employee on a monthly basis for you (i) an amount equal to the difference between employee and employer premium costs of your COBRA continuation coverage under the Company’s group medical, dental and/or vision plans (as applicable), in accordance with the Company’s usual reimbursement practices (including your submission to the Company of evidence of payment), and (ii) an additional tax gross up payment in an amount necessary so that the amount Employee pays received by you pursuant to effect Section 3(b)(i) after all applicable withholding tax is deducted is the full amount you would have received under Section 3(b)(i) if no tax withholding was made, for each month following the Separation Date, as taxable compensation, until the earliest of (w) twelve (12) months from the Separation Date (the “Continuation Period”), (x) the date that you commence employment with another employer; (y) the date that you obtain health coverage from another employer or other party, or (z) the date you and continue such your dependents are no longer entitled to coverage under COBRA and the employee contribution amount that active employees of the or 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. For the avoidance of doubt, Employee shall not be entitled to the Separation Benefits if this Agreement is terminated (i) due to Employee’s death; (ii) by the Company due to Employee’s Inability to Perform; (iii) by the Company for Cause; (iv) by Employee without Good Reason; or (v) by non-renewal by Employee in accordance with Sections 4(b) and 6(f)plans.
Appears in 1 contract
Separation Benefits. If this Agreement is terminated either by As a consequence of the Company without Cause cessation of the Executive’s employment as contemplated herein and in accordance with Section 6(c) (including full discharge of the Company’s non-renewal of this Agreement) or by Employee resigning his employment for Good Reason in accordance with Section 6(d)obligations due to the Executive thereunder, the Company shall have no further obligation pay to Employee under the Executive or his heirs or estate, if applicable, subject to the Executive executing this Agreement, except executing the Company shall provide Release Agreement on or before the Accrued Obligations to Employee Retirement Date and such Release Agreement becoming effective and irrevocable, the following amounts (the “Severance Amounts”): (i) the Executive’s Base Salary for fifteen (15) months following the Retirement Date, payable in accordance with Section 7(a) plus the following payments and benefits Company’s normal payroll practices; (collectively, the “Separation Benefits”) to Employee: (iii) an amount equal to one times the sum product of (A) the Base Salary Bonus Amount (as defined in effect immediately before the Termination Date plus the Annual Bonus received by Employee for the fiscal year preceding the Termination Date Severance Agreement) and (or if Employee was employed for less than one full fiscal year prior to the Termination DateB) a fraction, the Annual Bonus for purposes numerator of this Section 7 shall be which is the Annual Bonus payable during number of days in the current fiscal year at through the target amount provided above) (together, the “Separation Pay”); and (ii) during the six-month period commencing on the Termination Retirement 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), and the denominator of which is 365, payable in lump sum; and (iii) a cash payment in lieu of welfare benefit continuation to the Executive and his family for twelve (12) months following the Retirement Date, payable in lump sum. Any COBRA reimbursements due In addition to the foregoing, the Company shall take all necessary action to provide that all of the Executive’s accounts under the Company’s Amended and Restated Deferred Compensation Program shall be fully vested as of the Retirement Date. Payments relating to the preceding subsections (i) through (iii) shall commence (or be paid in full, with respect to lump sum payments) on the first regular payroll period that follows the Retirement Date. The payments under this Section 2 are subject to applicable withholding and taxes. Additionally, so long as the Executive continues to provide services to the Company until the Retirement Date as contemplated by this Agreement, his outstanding equity awards shall continue to vest and be made by exercisable following his cessation of employment on the last day Retirement Date, as if he were “retirement eligible” (as defined under the terms of the month following the month in which the applicable premiums were paid by Employeeequity award agreements), except that his outstanding and unvested Performance Share Units (“PSUs”) shall vest based on actual performance, without proration. For the avoidance of doubt, Employee vested stock options shall not be entitled to exercisable until ninety (90) days after the Separation Benefits if this Agreement last scheduled vesting date of all of Executive’s outstanding options, or the Expiration Date of the applicable option (as defined in the applicable option grant agreement), whichever is terminated (i) due to Employee’s death; (ii) by the Company due to Employee’s Inability to Perform; (iii) by the Company for Cause; (iv) by Employee without Good Reason; or (v) by non-renewal by Employee in accordance with Sections 4(b) and 6(f)earlier.
Appears in 1 contract
Separation Benefits. If this Agreement Except in situations where the employment of Executive is terminated either by For Cause or By Disability, Executive will be eligible to receive the Company without Cause in accordance with Section 6(c) (including the Company’s non-renewal of this Agreement) or by Employee resigning following Separation Benefits if his employment is terminated prior to the end of the Term:
1. continued payment of Executive’s Base Salary for Good Reason in accordance with the remainder of the Term (the “Salary Continuation Period”), less applicable withholdings, and payment of any bonus to which Executive would otherwise be entitled under Section 6(d)II. B. hereof, less applicable withholdings;
2. the Merger Success Bonus, if not previously paid to Executive;
3. continued vesting of Executive’s stock options until the earlier of (a) the end of the Salary Continuation Period or (b) the date Executive begins other employment, and a period of twelve (12) months thereafter to exercise such vested options;
4. if Executive elects to continue his medical coverage under COBRA, the Company shall have no further obligation to Employee under this Agreement, except pay the Company shall provide premiums for Executive’s COBRA coverage until the Accrued Obligations to Employee in accordance with Section 7(aearlier of (a) plus the following payments and benefits (collectively, the “Separation Benefits”) to Employee: (i) an amount equal to one times the sum end of the Base Salary in effect immediately before Continuation Period or (b) the Termination Date plus date Executive becomes covered under another employer’s health plan; and
5. continued payment of the Annual Bonus received by Employee premiums required to maintain Executive’s coverage under his Company-provided life insurance policy until the end of the Salary Continuation Period. Notwithstanding the foregoing, if Executive begins other employment during the Salary Continuation Period, all vesting of Executive’s stock options shall cease and Executive shall receive an accelerated lump-sum payment of the remaining payments for the fiscal year preceding the Termination Date (or if Employee was employed for less than one full fiscal year prior to the Termination DateSalary Continuation Period, the Annual Bonus for purposes in lieu of this Section 7 salary continuation. Executive shall not 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 participate in the Company’s group heath insurance plan pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985deferred compensation, as amended (“COBRA”)401K, or similar state law, employee stock purchase plans during the Salary Continuation Period. Executive’s eligibility for the foregoing Separation Benefits is conditioned on (a) Executive remaining available during the Salary Continuation Period to consult with the Company shall reimburse Employee on regarding matters for which he previously had responsibility as a monthly basis for Company executive; (b) Executive having first signed a release agreement in the difference between form attached as Exhibit A, and (c) Executive’s agreement not to compete with the amount Employee pays to effect and continue such coverage under COBRA and Company, or its successors or assigns, during the employee contribution amount that active employees of Salary Continuation Period. If Executive engages in any business activity competitive with the Company pay for or its successors or assigns during the same or similar coverage; providedSalary Continuation Period, 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. For the avoidance of doubt, Employee shall not be entitled to the all Separation Benefits if this Agreement is terminated (i) due to Employee’s death; (ii) by the Company due to Employee’s Inability to Perform; (iii) by the Company for Cause; (iv) by Employee without Good Reason; or (v) by non-renewal by Employee in accordance with Sections 4(b) and 6(f)immediately shall cease.
Appears in 1 contract
Sources: Executive Succession Agreement (Credence Systems Corp)
Separation Benefits. If this Agreement is terminated either Your termination shall be deemed an “Involuntary Termination” as defined by the Company without Cause in accordance terms of your July 31, 2003 Amended and Restated Employment Agreement (the “Amended Employment Agreement”) with Section 6(c) (the Company, attached hereto 1 of 12 as Exhibit A. You shall be provided all of the separation benefits provided by the Amended Employment Agreement, including the Company’s non-renewal following separation benefits specified in Section 8 of this the Amended Employment Agreement.
(a) 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 a single lump sum severance payment equal to one times the sum eighteen (18) months 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 your current annual base salary (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 applicable deductions and withholdings) 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 30 days of the Termination Date; providedDate in the amount of $915,000;
(b) a single lump sum payment equal to the target bonus you would have earned during the eighteen (18) months following your termination if you had achieved 100% of the target (less applicable deductions and withholdings) payable within 30 days of the Termination Date in the amount of $640,500;
(c) immediate acceleration of the vesting and exercisability of the Option for 350,000 shares granted pursuant to Intuit Inc. 1993 Equity Incentive Plan Grant Agreement with you dated July 31, however2001, and a one (1) year period following the Termination Date to exercise the option. All other stock options or equity awards that no Separation Pay remain outstanding as of the Termination Date shall cease vesting and shall remain exercisable to the extent vested for the time period set forth in the applicable stock option grant agreement and thereafter to the extent unexercised shall be paid forfeited to Employee unless the Company receives, on or within 55 days after pursuant to the Termination Date, an executed and fully effective copy terms of such awards.
(d) You shall receive a distribution of the Release (as defined below). Any COBRA reimbursements due under this Section shall be elective deferrals made by you from your fiscal 2003 bonus to the last day Intuit Inc. Executive Deferred Compensation Plan (the “Deferred Plan”) in accordance with the terms and conditions of the month following the month in which the applicable premiums were paid by Employee. For the avoidance of doubtDeferred Plan, Employee shall not be entitled and you understand and acknowledge that all future contributions to the Separation Benefits if this Agreement is terminated (i) due Deferred Plan shall cease, and you shall have no rights to Employee’s death; (ii) the $300,000 contribution made in 2004 by the Company due on your behalf. You acknowledge and agree that you are not entitled to Employee’s Inability to Perform; (iii) by any other payments or benefits from the Company for Cause; (iv) by Employee without Good Reason; or (v) by non-renewal by Employee other than those expressly set forth in accordance with Sections 4(b) and 6(f)this Agreement.
Appears in 1 contract
Sources: Separation Agreement (Intuit Inc)
Separation Benefits. If Provided that Executive (x) executes this Agreement is terminated either on or after the Separation Date and prior to April 9, 2020, returns a copy of this Agreement that has been executed by him to the Company without Cause in accordance with Section 6(cso that it is received by ▇▇▇▇▇ ▇▇▇▇▇▇, Senior Vice President and General Counsel, ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, Suite 2020, Houston, Texas 77002 (email: ▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇) no later than 5:00 pm Houston, Texas time on April 9, 2020; (including the Company’s non-renewal y) does not revoke his acceptance of this AgreementAgreement pursuant to Section 9; and (z) or by Employee resigning his employment for Good Reason remains in accordance compliance with Section 6(d), the Company shall have no further obligation to Employee under other terms and conditions set forth in this Agreement, except Executive shall receive the following consideration:
(a) The Company shall provide the Accrued Obligations to Employee in accordance with Section 7(a) plus the following payments and benefits pay Executive $709,590.16 (collectively, the “Separation BenefitsSeverance Payment”) to Employee: (i) an amount equal to one times in a single lump sum cash payment after the sum of date that is 60 days after 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 Separation Date, but in no event later than the Annual Bonus for purposes of this Section 7 shall be date that is 70 days after the Annual Bonus payable during the current fiscal year at the target amount provided aboveSeparation Date.
(b) (together, the “Separation Pay”); If Executive timely and (ii) during the six-month period commencing on the Termination Date that Employee is eligible to elect and properly elects to continue coverage for himself Executive and his Executive’s spouse and eligible dependents dependents, if any, under the Company’s group heath insurance plan health plans pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended 1985 (“COBRA”)) similar in the amounts and types of coverage provided by the Company to Executive prior to the Separation Date, or similar state lawthen for a period of 12 months following the Separation Date, the Company shall promptly reimburse Employee Executive on a monthly basis for the difference between the entire amount Employee Executive 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 Executive’s rights to such reimbursements under this Section 2(b) shall terminate at the time Executive becomes eligible to be covered under a group health plan sponsored by another employer (and Executive shall immediately notify the Company in writing within five days after he the event that Executive becomes eligible after so eligible) and such coverage becomes effective (so long as Executive elects such coverage upon his first opportunity to do so). Notwithstanding anything in the Termination Date for group health insurance coveragepreceding provisions of this Section 2(b) to the contrary, if anythe election of COBRA continuation coverage and the payment of any premiums due with respect to such COBRA continuation coverage will remain Executive’s sole responsibility, through subsequent employment or otherwise and the Company shall have will assume no further reimbursement obligation after Employee becomes eligible for group health insurance coverage due payment of any such premiums relating to subsequent employment or otherwise. The Separation Pay shall be paid such COBRA continuation coverage.
(c) Pursuant to Employee in a lump sum within 60 days the terms of Executive’s Restricted Unit Award Grant Notice and Restricted Unit Award Agreement dated February 20, 2018 and Restricted Unit Award Grant Notice and Restricted Unit Award Agreement dated February 7, 2019 (collectively, the Termination Date; providedRestricted Unit Agreements”), 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 Forfeiture Restrictions (as defined belowin the Restricted Unit Agreements) on the Applicable Restricted Units (as defined in the Restricted Unit Agreements). Any COBRA reimbursements due under this Section , which consist of 2,733 common units (“Common Units”) in Black Stone Minerals, L.P., a Delaware limited partnership (the “Partnership”), shall be made by automatically lapse as of the last day of the month Release Revocation Period (as defined below) (such last day, the “Release Revocation Expiration Date”) and the Applicable Restricted Units shall immediately thereafter become Earned Units (as defined in the Restricted Unit Agreements).
(d) Pursuant to the terms of Executive’s LTI Award Grant Notice and LTI Award Agreement dated February 20, 2018 (the “2018 Performance Unit Agreement”), (i) 37,972 Performance Units (as defined in the 2018 Performance Unit Agreement) shall become earned and will be settled in Common Units and (ii) in accordance with Section 4 of the 2018 Performance Unit Agreement, additional Common Units will be issued to Executive in settlement of the tandem DERs (as defined in the 2018 Performance Unit Agreement) relating to the Performance Units that have become earned, in each case, as soon as administratively practicable following the month Release Revocation Expiration Date but in which any event within 60 days following the applicable premiums were paid by Employee. Release Revocation Expiration Date.
(e) Pursuant to the terms of Executive’s LTI Award Grant Notice and LTI Award Agreement dated February 7, 2019 (the “2019 Performance Unit Agreement” and together with the Restricted Unit Agreements and the 2018 Performance Unit Agreement, the “LTI Award Agreements”), (i) 19,369 Performance Units (as defined in the 2019 Performance Unit Agreement) shall become earned and will be settled in Common Units and (ii) in accordance with Section 4 of the 2019 Performance Unit Agreement, additional Common Units will be issued to Executive in settlement of the tandem DERs (as defined in the 2019 Performance Unit Agreement) relating to the Performance Units that have become earned, in each case, as soon as administratively practicable following the Release Revocation Expiration Date but in any event within 60 days following the Release Revocation Expiration Date.
(f) Effective as of the Release Revocation Expiration Date, the definition of “Restricted Area” within the Severance Agreement shall be deemed modified so that, as of such date, the term “Restricted Area” within the Severance Agreement shall be interpreted and applied with respect to Executive to mean only that geographic area within the red and blue dashed line boundaries labeled “Available Development Areas” and “XTO Development Area” on the map attached hereto as Exhibit A. For the avoidance of doubt, Employee if Executive fails to comply with the terms herein, including Section 3 below, this Section 2(f) shall not be entitled to of no force or effect and the “Restricted Area” as defined in the Severance Agreement shall again have the meaning as in effect as of the Separation Benefits if Date.
(g) Executive may prepare and, beginning on the Separation Date, share with third parties a summary “track record” reflecting the performance of acquisitions made during the term of Executive’s employment by the Company, substantially in the form of Exhibit C to this Agreement is terminated (the “Form Track Record”) or otherwise consistent with the conditions in this Section 2(g). The track record (including the Form Track Record):
(i) due will not contain Company data (or be based on Company data) beyond that used to Employee’s death; prepare the Form Track Record;
(ii) by will not contain any material nonpublic information relating to the Company due to Employee’s Inability to Perform; Company;
(iii) will be labeled to make clear that (A) it was prepared by the Executive and not the Company (B) the Company does not make any representation as to the accuracy of the information presented. Executive acknowledges and agrees that the consideration described in this Section 2 represents the entirety of the amounts Executive is eligible to receive as separation pay and benefits from the Company and any other Released Party and that Executive was not entitled to such pay or benefits but for Cause; his timely entry into (iv) by Employee without Good Reason; or (v) by and non-renewal by Employee in accordance revocation of his acceptance of) this Agreement and compliance with Sections 4(b) and 6(f)the terms herein.
Appears in 1 contract
Separation Benefits. If this Agreement Subject to Sections 4(b) and 4(c), if Executive’s employment with the Company is terminated either by the Company without Cause in accordance or by the Company due to her death or Disability prior to the twelve (12) month anniversary of the Effective Date, then the Company shall pay or provide the following (the “Separation Benefits”):
(i) A success bonus (a “Success Bonus”), with Section 6(c) (including at-target performance set at $437,500. The final amount of such Success Bonus shall be subject to the discretion of the Company’s non-renewal Compensation Committee, taking into account a number of this Agreementfactors, including the length of Executive’s tenure in such role and Executive’s success in achieving objectives relating to strategic plan and process, operating process, organizational process, compensation practices and management development; and
(ii) or by Employee resigning his employment for Good Reason in accordance with Section 6(d)Subject to the timely election of continuation coverage under COBRA, the Company shall have no further obligation continue to Employee contribute to the premium cost of the Executive’s participation and that of her eligible dependents in the Company’s group health plan (to the extent permitted under this Agreementapplicable law and the terms of such plan) which covers the Executive (and the Executive’s eligible dependents) for a period of six (6) months, except provided (x) the Executive pay the remainder of the premium cost of such participation by payroll deduction (if any); (y) the Executive is eligible and remains eligible for COBRA coverage; and (z) the Executive reports to the Company on a monthly basis any health care premium payments received from another employer during such twelve-month period, as such amounts shall provide be deducted from any Company-paid COBRA premium contribution. If the Accrued Obligations reimbursement of any COBRA premiums would violate the nondiscrimination rules or cause the reimbursement of claims to Employee in accordance be taxable under the Patient Protection and Affordable Care Act of 2010, together with Section 7(a) plus the following payments Health Care and benefits Education Reconciliation Act of 2010 (collectively, the “Separation BenefitsAct”) or Section 105(h) of the Code, the Company paid premiums shall be treated as taxable payments and be subject to Employee: (iimputed income tax treatment to the extent, necessary to eliminate any discriminatory treatment or taxation under the Act or Section 105(h) of the Code. If the Executive’s participation or that of her eligible dependents would give rise to penalties or taxes against the Company under the Act, as determined by the Company in its sole discretion, the Company shall instead make cash payments to the Executive over the same period in monthly installments in 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 portion 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 monthly cost of providing such benefits under its group health insurance coverage, if any, through subsequent employment or otherwise and the Company shall have no further reimbursement obligation after Employee becomes eligible plan 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. For the avoidance of doubt, Employee shall not be entitled to the Separation Benefits if this Agreement is terminated (i) due to Employee’s death; (ii) by the Company due to Employee’s Inability to Perform; (iii) by the Company for Cause; (iv) by Employee without Good Reason; or (v) by non-renewal by Employee in accordance with Sections 4(b) and 6(f)such period.
Appears in 1 contract
Separation Benefits. If As a consequence of the termination of the Executive’s employment as contemplated herein and in full discharge of the Company’s obligations due to the Executive thereunder, subject to (x) Executive executing this Agreement is terminated either by and executing the Company without Cause Release Agreement attached hereto as Exhibit A (the “Release”) within twenty-one (21) days of the Transition Date, (y) the Release becoming effective and irrevocable in accordance with Section 6(cits terms, and (z) Executive’s compliance with the terms and conditions of this Transition Agreement (including the Company’s non-renewal of this Agreement) or by Employee resigning his employment for Good Reason in accordance with pursuant to Section 6(d4 below), the Company shall have no further obligation pay to Employee under this Agreementthe Executive or her heirs or estate, except if applicable, the Company shall provide following (the Accrued Obligations to Employee “Severance Amount”): (i) the Executive’s Annual Base Salary for twelve (12) months following the Transition Date, payable in accordance with Section 7(athe Company’s normal payroll practices; (ii) plus the following payments and benefits Executive’s Average Annual Bonus, payable in accordance with the Company’s normal payroll practices; (collectively, the “Separation Benefits”) to Employee: (iiii) an amount equal to one times the sum product of (A) the Base Salary in effect immediately before the Termination Date plus the Highest Annual Bonus received by Employee for the fiscal year preceding the Termination Date and (or if Employee was employed for less than one full fiscal year prior to the Termination DateB) a fraction, the Annual Bonus for purposes numerator of this Section 7 shall be which is the Annual Bonus payable during number of days in the current fiscal year at through the target amount provided aboveTransition Date, and the denominator of which is 365, payable in lump sum; (iv) a cash payment in lieu of Welfare Benefit Continuation to the Executive and her family for twelve (together12) months following the Transition Date, payable in lump sum. In addition, subject to the conditions in clauses (x) – (z) of the preceding sentence, the “Separation Pay”); and (ii) during Company shall take all necessary action to provide that all of 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 Executive’s accounts under the Company’s group heath insurance plan pursuant to Amended and Restated Deferred Compensation Program (the Consolidated Omnibus Budget Reconciliation Act of 1985, “DCP”) shall be fully vested (or equivalent treatment) 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 Transition Date; provided, however, that no Separation Pay payment of Executive’s accounts under the DCP shall be made generally in accordance with the DCP. Payments relating to the preceding subsections (i) through (iv) shall commence (or be paid in full, with respect to Employee unless lump sum payments) on the Company receivesfirst regular payroll period that follows the expiration of the release revocation period (the “Payment Commencement Date”); provided, on or within 55 days that any payments relating the preceding subsection (i) for payroll periods occurring after the Termination Transition Date and prior to the Payment Commencement Date shall be made on the Payment Commencement Date, an executed and fully effective copy of the Release (as defined below)without interest. Any COBRA reimbursements due The payments under this Section shall be made by the last day of the month following the month in which the 2 are subject to applicable premiums were paid by Employee. For the avoidance of doubt, Employee shall not be entitled to the Separation Benefits if this Agreement is terminated (i) due to Employee’s death; (ii) by the Company due to Employee’s Inability to Perform; (iii) by the Company for Cause; (iv) by Employee without Good Reason; or (v) by non-renewal by Employee in accordance with Sections 4(b) withholding and 6(f)taxes.
Appears in 1 contract
Sources: Transition Agreement (Hologic Inc)
Separation Benefits. If 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 either by you or by the Company without for Cause prior to the Scheduled Separation Date and you perform your duties during the Transition Period 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)good faith, the Company shall have no further obligation you will be entitled 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 separation benefits (collectively, the “Separation BenefitsConsideration”) to Employee: ):
(i) payment of an amount equal to one times $750,000, payable in a single lump sum on the sum of first regular payroll date following the Base Salary in effect immediately before the Termination Date plus the Annual Bonus received by Employee for the fiscal year preceding the Termination Reaffirmation Effective 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”as defined in Exhibit A); and ;
(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 sixtwelve-month period commencing on following the Termination Separation 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 (“COBRACOBRA Severance Term”), or similar state lawso that, after giving effect to the Company COBRA Subsidy, you shall reimburse Employee on a monthly basis receive COBRA continuation coverage at the same rate that active, eligible employees pay for the difference between the amount Employee pays to effect and continue such coverage under 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 employee Separation Date, with your contribution amount that active 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 pay for the same or similar coverageGroup; 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. For the avoidance of doubt, Employee shall not be entitled to the Separation Benefits if this Agreement is terminated (i) due to Employee’s death; (ii) by the Company due to Employee’s Inability to Perform; and
(iii) by all of your then-outstanding equity awards will remain outstanding and continue to vest through the Company for Cause; (iv) by Employee without Good Reason; or (v) by non-renewal by Employee in accordance with Sections 4(b) and 6(f)Scheduled Separation Date.
Appears in 1 contract
Sources: Transition, Separation and Release Agreement (AdaptHealth Corp.)
Separation Benefits. If Provided that Employee timely executes and does not revoke the Release attached to this Agreement is terminated either by and subject to Section 1 and Employee’s continued compliance with the Company without Cause in accordance with Section 6(c) terms of this Agreement (including the Company’s non-renewal of this Agreement) or by Employee resigning his employment for Good Reason in accordance with Section 6(d3), upon the Company Separation Date, Employee shall have no further obligation be eligible to Employee under this Agreementreceive as additional separation consideration, except the Company shall provide the Accrued Obligations to Employee in accordance with Section 7(a) plus the following certain payments and benefits (collectively, the “Separation Benefits”) to Employee: ), as follows:
(i) To the extent not already paid, a lump sum payment, in cash, payable at such time as bonuses are paid to other senior executives participating in the 2026 Teamshare program and subject to achievement of applicable performance criteria, of 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 coveragebonus, if any, that Employee would have been entitled to receive under the 2026 Teamshare program (on a non-prorated basis) if such termination had not occurred and Employee had remained employed through subsequent employment the payment date for the bonuses under the 2026 Teamshare program; and
(ii) Consistent in principle with the Successor Appointment Termination terms of the 2023 Rehire Option, the 2023 Rehire Option will become 100% vested and exercisable on the earliest to occur of: (1) the first anniversary of the earlier of (x) the Separation Date and (y) Transition Date (which is equivalent to the Successor Appointment Termination Date, provided that Employee does not resign prior to the end of the Transition Period, which is equivalent to Employee serving out the consulting period that could have been requested by DGC following the Successor Appointment Termination Date); (2) October 12, 2027; (3) the date of Employee’s death or otherwise Disability Termination; and (4) the Company shall have no further reimbursement obligation after Employee becomes eligible for group health insurance coverage date of the Employee’s Qualifying Termination. After vesting and to the extent remaining outstanding, the 2023 Rehire Option will be exercisable until: in the event termination is due to subsequent employment Employee’s death or otherwise. The Disability Termination, one year from the Separation Pay shall be paid Date; in the event of a Qualifying Termination, three years from the Separation Date; in the event Employee is terminated by DGC without Cause after the Transition Date (other than due to Employee in a lump sum within 60 days of Disability Termination or a Qualifying Termination), or remains employed by DGC through April 2, 2027, five years from the Termination Separation Date; provided, however, that in no Separation Pay event later than October 17, 2033. Any shares acquired upon the exercise of any portion of the 2023 Rehire Option shall be paid held and not sold until at least October 12, 2027 (except shares withheld or delivered to Employee unless the Company receives, on pay any exercise price or within 55 days to satisfy applicable tax withholding obligations or shares acquired 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. For the avoidance of doubt, Employee shall not be entitled to the Separation Benefits if this Agreement is terminated (i) due to Employee’s death; (ii) by the Company due to Employee’s Inability to Perform; (iii) by the Company for Cause; (iv) by Employee without Good Reason; , Disability Termination or (v) by non-renewal by Employee in accordance with Sections 4(b) and 6(fQualifying Termination).
Appears in 1 contract
Separation Benefits. If In consideration of the Employee’s execution of this Agreement is terminated either by and his obligations herein and subject to the Company without Cause in accordance Employee’s compliance with Section 6(c) (including the Company’s non-renewal terms of this Agreement, the Company will provide the following separation benefits:
(a) As soon as reasonably practicable following the Separation Date or such earlier date as may be required by Employee resigning his employment for Good Reason in accordance with Section 6(d)applicable state statute or regulation, the Company shall have no further obligation to Employee under this Agreementpay the Executive (i) any annual base salary earned but unpaid through the Separation Date, except (ii) any accrued but unused paid time off through the Company shall provide Separation Date (less applicable deductions), if any, (iii) reimbursement for all un-reimbursed business expenses properly incurred by the Accrued Obligations to Employee Executive 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 Company policy prior to the Termination Separation 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 (iiiv) during all benefits accrued up to the six-month period commencing Separation Date, to the extent vested, under all benefit plans of the Company in which the Executive participates in accordance with the terms of such plans and any amounts required to be paid pursuant to applicable law. The payments in this Section 3(a) will be made irrespective of whether Employee signs this Agreement.
(b) The Company will pay the Employee severance pay in the total gross amount of one million five hundred thousand dollars ($1,500,000.00), less applicable federal, state, and local income taxes, Social Security and Medicare taxes, and payroll deductions. Such amount shall be paid in two installments. The first installment in an amount of $250,000 will be made on the Termination first semi-monthly payroll date of the Company following the Separation Date that Employee is eligible and following the expiration of the revocation period. The remaining amount of payments pursuant to elect this Section 3(b) shall be paid on the first semi-monthly payroll date of the Company in January 2017.
(c) The Company will pay, on the Employee’s behalf, the premiums or equivalent premiums (to the extent set forth below) for the Employee’s coverage and elects to continue coverage for himself and his eligible dependents the Employee’s family, if applicable, under the Company’s group heath insurance medical plan pursuant if the Employee elects to continue coverage under such plans under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended 1985 (“COBRA”), for fifteen (15) months after the Separation Date or similar state lawuntil the Employee has a right to obtain group medical, dental, and vision coverage through some other employer, whichever occurs first. During the period of Company-paid COBRA benefits, the Company shall reimburse Employee on a monthly basis will remain responsible for the difference between Employee’s share of the amount Employee pays to effect and continue such cost of Company provided medical, dental or vision coverage under COBRA and at the employee contribution amount that active same rate paid by other employees of the Company pay for in the same or similar coverage; provided, however, group that the Employee was in when employed by the Company. The Employee shall notify remit any required payments to 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 COBRA 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 timely manner.
(d) Other than as defined below). Any COBRA reimbursements due under set forth in this Section shall be made by 3, the last day of the month following the month in which the applicable premiums were paid by Employee. For the avoidance of doubtEmployee acknowledges and agrees that he is not otherwise entitled to, Employee and shall not be entitled to to, any other compensation, bonus, payment or benefits of any kind or description from the Separation Benefits if this Agreement is terminated (i) due to Employee’s death; (ii) by Company. The Employee acknowledges that he would not receive the Company due to Employee’s Inability to Perform; (iii) by the Company for Cause; (iv) by Employee without Good Reason; or (v) by non-renewal by Employee in accordance with Sections 4(b) payments and 6(f).benefits specified 2
Appears in 1 contract
Sources: Separation Agreement (Frontier Communications Corp)
Separation Benefits. If this Agreement is terminated either by (a) Upon (x) the Company without Cause non-revocation of the Release during the (7) seven-day period following the execution of the Release in accordance with Section 6(c7 hereof (the “Release Condition,” and the date the Release becomes irrevocable is herein referred to as the “Release Effective Date”), and (z) Executive’s compliance in all material respects with this Agreement and the Employment Agreement (including the Company’s nonany post-renewal of this Agreement) or by Employee resigning his employment for Good Reason in accordance with Section 6(dobligations thereunder), the Company Executive shall have no further obligation be entitled to Employee under this Agreement, except the Company shall provide the Accrued Obligations to Employee in accordance with Section 7(a) plus the following severance rights and employment termination benefits:
1. The payments and benefits to which Executive may be entitled upon termination of employment as are set forth on Schedule 2(a)(1) hereto (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 ).
2. In addition 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 abovepayments and benefits set forth on Schedule 2(a)(1) (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 lawhereto, the Company shall reimburse Employee on a monthly basis for take commercially reasonable efforts to replace the difference between the amount Employee pays to effect and continue Company as beneficiary of such coverage under COBRA and the employee contribution amount that active employees life insurance policy described in Section 5.8 of the Company pay for the same or similar coverage; provided, however, that Employee shall notify the Company Employment Agreement (policy A70051523Y) with such beneficiary designated by Executive in writing within five days after he becomes eligible after at Executive’s sole cost and expense. Executive shall assume obligations to pay any premium or other payments with respect to such policy.
(b) Upon 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 occurrence of the Release (as defined below). Any COBRA reimbursements due under this Section Condition, the Parties agree that the Executive’s equity awards shall be made by treated as follows:
1. Executive and Parent confirm and agree that 1,066,666 shares (the last day “Vested Shares”) of Parent’s Class A common stock, $0.0001 par value (“Common Stock”) subject to that certain Restricted Stock Unit Award Agreement, dated June 8, 2022 (the “RSU Award”), between Parent and Executive, shall become vested as of the month following Release Effective Date. Upon settlement of the month in which Vested Shares of Common Stock, the applicable premiums were paid by EmployeeRSU Award shall terminate and no additional shares of Common Stock shall become vested thereunder. For Executive and Parent further agree that the avoidance of doubtPerformance-Based Restricted Stock Unit Award Agreement, Employee dated June 8, 2022, between Parent and Executive are terminated upon the Release Effective Date and Executive shall not be entitled to receive any shares of Common Stock or any other payment thereunder.
2. Executive shall be entitled to exchange any profits interests granted to him under one or more Holdings Equity Incentive Plans (each an “Equity Incentive Plan”) for shares of Common Stock pursuant to the Separation Benefits if this Agreement is terminated terms of the applicable award agreement and Equity Incentive Plan during the term of such profits interest award. MIP LLC hereby waives its repurchase option with respect to such profits interests awards. The Parties acknowledge and agree that Executive has no other rights granted by any member of the Company Group to acquire Common Stock from the Parent as of the date hereof.
(ic) due to Employee’s death; (ii) The Company Group shall pay or reimburse Executive for ordinary and necessary business expenses incurred by him in the performance of his duties as a director of Parent and/or incurred by him in connection with request made by the Parent for him to attend official Company due to Employee’s Inability to Perform; (iii) by the Company for Cause; (iv) by Employee without Good Reason; or (v) by non-renewal by Employee Group events, in every case in accordance with Sections 4(bthe Company Group’s then current policies, (which such policy shall include pre-approval of such expenses by the Chief Financial officer of Parent or his/her designee), upon receipt from Executive of written substantiation of such expenses which is acceptable to the Company Group.
(d) The payments and 6(f)other benefits described in this Section 2 are over and above that to which Executive would be otherwise entitled to upon the termination of his employment with the Company, absent executing this Release, notwithstanding the terms of the Employment Agreement. Executive affirms that he has agreed in the Employment Agreement, and again herein, that he is only entitled to such payments if he executes this Release and the Release Condition is met.
Appears in 1 contract
Separation Benefits. If (a) In consideration of Employee’s promises contained in this Agreement is terminated either by (including, without limitation, the Company without Cause release of claims and covenant not to sue contained in accordance with Section 6(c) (including the Company’s non-renewal Release Agreement and the Supplemental Release), and subject to the terms and conditions 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 Employeehereby agrees to: (i) an amount equal pay 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 Datehis 2024 annual bonus, the Annual Bonus for purposes of this Section 7 which 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 determined based upon the Company’s group heath insurance plan pursuant to actual performance against applicable goals established by the Consolidated Omnibus Budget Reconciliation Act Compensation Committee 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 Board of Directors 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 which shall be paid to Employee in 2025 at the same time that the Company pays 2024 annual bonuses to its senior executives; (ii) pay one hundred percent (100%) of Employee’s monthly COBRA premiums for a lump sum within 60 days period of twelve (12) months following the Separation Date; (iii) provide Employee with the consulting engagement described in Section 8 below (which will result in the continued vesting of Employee’s Outstanding Equity Awards, as defined below during the Consulting Period in accordance with their terms); and (iv) treat Employee’s separation at the end of the Termination Date; providedConsulting Period as a “Retirement” for purposes of the Outstanding Equity Awards.
(b) The payments and benefits described in Sections 5(a) are collectively referred to herein as the “Separation Benefits.” Except for the Accrued Benefits and the Separation Benefits, howeverto the extent earned by Employee, no compensation or other amounts or benefits will be payable by the Company to Employee in connection with the termination of his employment by the Company. The Parties acknowledge and agree that no the Separation Pay Benefits exceed any and all actions, pay, and benefits that the Company might otherwise have owed to Employee by contract or law, and that such payments and benefits constitute good, valuable, and sufficient consideration for Employee’s release and agreements herein. The Company’s provision of the Separation Benefits, to the extent earned by Employee, will discharge all obligations of the Company to Employee in connection with his employment by the Company and in connection with the claims released by Employee pursuant to the Release Agreement (as that term is defined below).
(c) Whether or not Employee executes the Release Agreement, Employee will be paid the Accrued Benefits.
(d) This Agreement shall be interpreted and administered in a manner so that any amount or benefit payable hereunder shall be paid to Employee unless or provided in a manner that is either exempt from or compliant with the Company receives, on or within 55 days after the Termination Date, an executed and fully effective copy requirements Section 409A of the Release Internal Revenue Code of 1986, as amended, and applicable Internal Revenue Service guidance and Treasury Regulations issued thereunder (the “Code”). Nevertheless, the tax treatment of the Accrued Benefits, the Separation Benefits, or the Consulting Benefits (as defined below)) to the extent earned by Employee, is not warranted or guaranteed. Any COBRA reimbursements due under this Section Neither the Company nor its directors, officers, employees or advisers (other than Employee) shall be made held liable for any taxes, interest, penalties or other monetary amounts owed by the last day Employee as a result of the month following application of Section 409A of the month in which Code. Regardless of any action the applicable premiums were paid by Employee. For Company takes with respect to any or all taxes, the avoidance of doubt, Employee shall not be entitled ultimate liability for all taxes payable with respect to the Separation Benefits if this Agreement is terminated (i) due to shall remain Employee’s death; (ii) responsibility and may exceed the amount actually withheld by the Company due to Employee’s Inability to Perform; (iii) by the Company for Cause; (iv) by Employee without Good Reason; or (v) by non-renewal by Employee in accordance with Sections 4(b) and 6(f)Company.
Appears in 1 contract
Sources: Separation and Consulting Agreement (Avanos Medical, Inc.)
Separation Benefits. If (a) In exchange for you executing this Agreement is terminated either by and continuing to be available on an “on call” basis for a transition period from now until May 1, 2013 (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“Transition Period”), the Company shall have no further obligation agrees to Employee under this Agreementprovide you with continued employment at an annual salary of $315,000.00 through the Separation Date, except at which time a final paycheck will be issued that includes payment for all wages, salary, reimbursable expenses, accrued paid time off, and any similar payments due you from the Company shall provide as of the Accrued Obligations Separation Date, less all applicable taxes and withholdings. During the Transition Period, you will remain the Chief Financial Officer (but during such period, your duties will generally be limited to Employee the duties required of the CFO with respect to the filing of the Company's 2012 Annual Report on Form 10-K and Form S-8 for the registration of shares in accordance the Company's stock plan) until the Board of Directors of the Company appoints a new Chief Financial Officer and such individual commences employment with the Company; and
(b) During the Transition Period, you will continue to participate in all of the Company's employee benefit plans (to the extent you remain eligible to participate in such plans pursuant to their terms and conditions) through the Separation Date, including, but not limited to, continued vesting of your Company equity awards; and
(c) Although you are not otherwise entitled to receive any severance pay from the Company, the Company will pay you a lump sum payment of $157,500.00 less all applicable taxes and withholdings, which is equal to your base salary for six (6) months, within ten (10) business days of the date on which you execute and do not revoke a second general release agreement as described in Section 7(a12 below; and
(d) plus Provided that you timely elect to continue your health, dental and vision insurance under COBRA, the Company will pay the premiums for such COBRA coverage as they become due covering the period from June 1, 2013 until the earlier of the date that you accept other employment or November 30, 2013; and
(e) The Company will accelerate the vesting of certain stock options and restricted stock units granted to you under the Company's stock plans. After taking into account the vesting through the Separation Date, your awards will accelerate as follows: Grant Date Options/RSUs Granted Number of Shares Accelerated 2/11/2010 189,496 (Option) 15,792 10/21/2010 100,000 (Option) 87,500 1/24/2012 12,500 (RSU) 781 Total Shares Accelerated: 104,073 Notwithstanding the time period set forth in your stock option award agreement, you will have one year following payments the Separation Date to exercise your fully vested stock options from the grant dated October 21, 2010. By signing below, you acknowledge that you will receive the amounts described in Sections 2(a), 2(b), 2(c), 2(d) and benefits 2(e) (collectivelytogether, the “Separation Benefits”) in consideration for waiving your right to Employee: (i) an claims referred to in this Agreement. You will not be required to mitigate the amount equal to one times of any Separation Benefits contemplated by this Agreement. No offsets will be made against the sum of the Base Salary payment 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) (together2 for any reason, the “Separation Pay”); and (ii) during the six-month period commencing on the Termination Date including, without limitation, for any earnings 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. For the avoidance of doubt, Employee shall not be entitled to the Separation Benefits if this Agreement is terminated (i) due to Employee’s death; (ii) by the Company due to Employee’s Inability to Perform; (iii) by the Company for Cause; (iv) by Employee without Good Reason; or (v) by non-renewal by Employee in accordance with Sections 4(b) and 6(f)you may receive from any other source.
Appears in 1 contract
Sources: Confidential Agreement and General Release of Claims (RPX Corp)
Separation Benefits. If In consideration for Employee entering into this Agreement and abiding by all of its terms, Textura agrees to provide him with the following consideration to which he is terminated either by the Company without Cause not otherwise entitled: [Section to be modified in accordance with Section 6(cthe Employment Agreement]
(a) Continued payment of base salary at an annual rate of for a [Insert Amount] period of [Insert Duration] following the Employee’s Departure Date, payable according to payroll practices then in effect for all officers of the Company, provided that any payments that would otherwise be made during the first sixty (including 60) days following the Employee’s Departure Date will be made on the 60th day;
(b) On the one (1)-year anniversary of the Employee’s Departure Date, a lump sum payment equal to [Insert Amount];
(c) Continued coverage under the Company’s nonmedical, dental, and vision plans, if the Company continues to maintain such plans, for a period of up to [Insert Duration] following the Employee’s Departure Date, at the same cost to the Employee as in effect on the date of the Employee’s Departure Date; provided that the Company may, at its election, reimburse an equivalent portion of the Employee’s substantiated medical, dental, and vision coverage insurance premiums with a third party insurer, as approved by the Company, if any; and provided further that the Company’s obligation under this Paragraph 3(c), if any, shall cease on the date the Employee becomes eligible for coverage under other group medical, dental and visions plans, as applicable. Nothing in this Paragraph 3(c) shall be construed to extend the period over which COBRA continuation coverage must be provided to the Executive or the Executive’s dependents beyond that mandated by law;
(d) Any outstanding stock options, restricted stock or other equity-renewal based compensation awards shall vest immediately upon the Employee’s Departure Date, and any such vested stock options shall be exercisable immediately at any time prior to the earlier of this Agreement(i) four (4) years from the Employee’s Departure Date, or (ii) the stock option expiration or other termination date, subject to the terms of the applicable equity-based compensation awards and plans and applicable ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ policies and regulations. Notwithstanding the foregoing, any restricted stock or other equity-based compensation awards that were intended to satisfy the requirements for performance-based compensation under Code Section 162(m), and would become vested only upon the attainment of specified performance goals, shall vest only if (and at the time that) such performance goals are achieved; and
(e) Outplacement services, as elected by the Employee resigning his employment for Good Reason (and with a firm selected by the Employee), not to exceed [Insert Amount] in accordance with Section 6(d)total. Such outplacement services must be incurred by the Employee no later than the end of the calendar year that includes the second anniversary of the Employee’s Departure Date. If applicable, the Company shall have use its best efforts to reimburse such expenses within sixty (60) days after the Employee submits written documentation or other proof of expenses acceptable to the Company; provided, that the reimbursement of such expenses shall be made to the Executive no further obligation to Employee under this Agreement, except later than 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 end of the Base Salary in effect immediately before the Termination Date plus the Annual Bonus received by Employee for the fiscal year preceding that includes the Termination Date third (or if Employee was employed 3”I) anniversary of the Employee’s Departure Date.
(f) The Parties agree and acknowledge that the Settlement Amount and other benefits constitute sufficient consideration for less than one full fiscal year prior the promises, releases and other obligations in the Agreement. Textura makes no representation as 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 tax consequences or liability arising from said payment. 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, agrees that no Separation Pay shall be paid tax advice has been provided to Employee unless the Company receives, on him whatsoever by Textura 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. For the avoidance of doubt, Employee shall not be entitled to the Separation Benefits if this Agreement is terminated (i) due to Employee’s death; (ii) by the Company due to Employee’s Inability to Perform; (iii) by the Company for Cause; (iv) by Employee without Good Reason; or (v) by non-renewal by Employee in accordance with Sections 4(b) and 6(f)its attorneys.]
Appears in 1 contract
Sources: Employment Agreement (Textura Corp)
Separation Benefits. If In consideration for the representations, warranties, covenants and agreements made by Executive and contained in this Agreement and conditional upon the terms of this Agreement. Employer will pay Executive an aggregate of $260,000 during the 2018 calendar year, subject to applicable withholding; payable in equal bi-weekly installments or at such other intervals as is terminated either by consistent with the Company without Cause regular payroll practice of Employer (the “Separation Payment”) and subject to the condition that within 21 days after the Last Day of Employment, Executive signs and delivers a completed Schedule I and does not revoke his acceptance of the same within 7 days after returning the completed Schedule I. Said salary payments will commence as soon as administratively practicable in 2018 after such conditions are satisfied. Executive shall continue to accrue vacation time in accordance with Section 6(c) (including Employer’s vacation policies through the Company’s non-renewal Last Day of this Agreement) or by Employee resigning his employment for Good Reason Employment. Executive shall continue to receive medical and dental benefits at the current participation level in accordance with Section 6(dEmployer’s then current policies (including cost sharing) until the earlier of (i) December 31, 2018 or (ii) the date on which Executive is first entitled to receive medical and dental coverage from another employer. Executive’s life and disability insurance coverage shall terminate on the Last Day of Employment. Beginning on January 1, 2019, Executive shall be provided with medical, dental and life insurance contributions consistent with the policy set forth on Schedule II hereof. Solely for purposes of the policy set forth on Schedule II, Executive shall be treated as an employee who had 25 years of service and retired at age 55. The benefits Executive shall be eligible to receive under Employer’s qualified retirement plan, defined retirement pension plan, deferred compensation plan, non-qualified supplemental executive retirement plan and/or employee stock ownership plan shall be determined in accordance with the terms of the applicable plan. Executive shall be eligible for any award to be paid according to the terms of the Employer’s short-term incentive plan (“STIP”) for his service as an executive officer of Employer in 2017 (i.e., through September 4, 2017), such payment subject to the Company sole and absolute discretion of the Compensation Committee of the Board of Directors of Arrow Financial Corporation, to be paid in the first quarter of 2018 consistent with other STIP payments to be paid by Employer. Participation in all qualified and unqualified benefit plans shall have no further obligation terminate on the Last Day of Employment. All payments and benefits provided to Employee Executive by Employer under this Agreement, except including the Company shall provide the Accrued Obligations to Employee in accordance with Section 7(a) plus the following payments and benefits (collectivelySeparation Payment, the “Separation Benefits”) to Employee: are (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 conditional upon Executive’s continued compliance with all provisions of this Section Agreement, including without limitations the covenants set forth in Sections 6, 7 shall be the Annual Bonus payable during the current fiscal year at the target amount provided above) (togetherand 8 hereof, the “Separation Pay”); and (ii) during subject to any applicable clawback or recoupment policies required by applicable law or policy of Employer. Whether or not Executive signs this Agreement, he will receive wages or other compensation for all time worked through the six-month period commencing on the Termination Date that Employee Last Day of Employment, accrued vacation, and any other accrued leave time which Executive is eligible entitled 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 applicable law, through the Company shall reimburse Employee Last Day of Employment, subject to any applicable clawback or recoupment policies required by applicable law or policy of Employer. Except as provided in this Agreement, no payment, compensation, leave time, insurance or other benefits, will be furnished or paid to Executive. Executive acknowledges that Employer may change payroll dates, schedules or amounts, insurance carriers or benefit plans or otherwise modify its payroll or benefit plans for its active executives, and those changes will be applied to Executive as well where applicable. Executive agrees that all business expenses for which Executive is entitled to reimbursement consistent with Employer’s policies will be documented and submitted for approval on a monthly timely 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 any final expenses will be submitted 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 ten (10) days of the Termination Date; provided, however, that no Separation Pay Last Day of Employment. Executive shall be paid continue 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. For the avoidance of doubt, Employee shall not be entitled to all rights of indemnification and directors and officers liability insurance with respect to the Separation Benefits if this Agreement is terminated (i) due period of his service as a director or officer of Employer, consistent with Employer’s governing documents and applicable New York law, to Employee’s death; (ii) by the Company due to Employee’s Inability to Perform; (iii) by the Company for Cause; (iv) by Employee without Good Reason; or (v) by non-renewal by Employee in accordance with Sections 4(b) same extent as other directors and 6(f)officers of Employer.
Appears in 1 contract
Sources: Executive Separation Agreement (Arrow Financial Corp)
Separation Benefits. If In return for your agreement to, and compliance with, your commitments and obligations set forth in this Agreement is terminated either following your execution and delivery of this Agreement (and the expiration of the Revocation Period (defined below) without revocation by you), and subject to the Company without Cause in accordance with Section 6(c) (including the Company’s non-renewal terms of this Agreement:
(a) or by Employee resigning his employment for Good Reason Subject to your compliance with the non-compete and non-solicitation covenants set forth in accordance with Section 6(d)Paragraph 5(b) of this Agreement, the Company shall have no further obligation continue to Employee under this Agreement, except pay you the Company shall provide equivalent of your base salary pay rate (at 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 rate 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 on 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 abovea twelve (12) (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 ending on the first anniversary of the Termination Date (the “Severance Period”), payable in accordance with the Company’s group heath insurance plan pursuant prevailing payroll practices and subject to deduction for all required income and payroll taxes.
(b) You shall receive $121,232, which is the amount equivalent to your annual bonus with respect to the Consolidated Omnibus Budget Reconciliation Act fiscal year ending December 31, 2007 that you would have been entitled to receive had you remained in the employ of 1985the Company through the payment date of such bonus based upon the Company’s actual results for 2007, as amended which amount shall be payable within ten (“COBRA”10) days of your execution of this Agreement. This bonus payment shall be subject to all other terms of the Company’s bonus plan and shall be subject to deduction for all required income and payroll taxes.
(c) The Company shall continue your health and dental coverage (or provide comparable substitute coverage), or similar state law, and continue to pay that portion of the premium that it pays for active employees at such times as the Company shall reimburse Employee makes such payments for its active employees on a monthly basis until the earlier of the end of the Severance Period and the date on which you are eligible for the difference between the amount Employee pays to effect and continue such coverage under COBRA another group health and the employee contribution amount that active employees of the Company pay for the same or similar coverage; provided, however, that Employee shall dental insurance plan. You agree to promptly notify the Company in writing within five days after he becomes in the event that you are eligible after the Termination Date for coverage under another such plan. If not otherwise covered by a group health insurance or dental plan as of the last date of the Severance Period, you shall be eligible for COBRA continuation coverage effective as of such date on the same terms and conditions as offered to other eligible plan participants, and, if you elect such coverage, if anyyou shall be fully responsible for the associated premiums.
(d) Each of you, through subsequent your wife and children may continue to utilize a Passport Membership (or its equivalent) at no cost, and be entitled to receive Personal Training sessions at employee rates, (provided however that such memberships and discount rates for Personal Training sessions shall cease in the event you commence employment or otherwise and a consulting role with a competitor of the Company shall have no further reimbursement obligation after Employee becomes eligible for group health insurance coverage due to subsequent employment or otherwisein the event of your material breach of this Agreement). The Separation Pay shall be paid aforementioned memberships are subject to Employee in a lump sum within 60 days all of the Termination Date; providedCompany’s membership rules, howeverregulations and policies currently in effect and as may be amended from time to time (the “Rules”).
(e) During the Severance Period, that no Separation Pay shall you agree to be paid available to Employee unless the Company receives, on or within 55 days after the Termination Date, an executed to provide certain consulting and fully effective copy of the Release (advisory services at such times as defined below). Any COBRA reimbursements due under this Section shall may be made reasonably requested by the last day Company. The Company will reimburse you for any reasonable out-of-pocket expenses incurred by you in connection with the performance of the month following the month in which the applicable premiums were paid by Employee. For the avoidance of doubt, Employee such services; provided that such expenses shall not be entitled required to be incurred by you, and shall not be reimbursed, unless such expenses have been approved in writing in advance by the Chief Executive Officer or Chief Financial Officer of the Company. It is agreed that if the Company requires more than ten (10) hours of your time during any calendar month for consulting or advising, then the Company agrees to pay you a reasonable hourly rate of compensation for services above ten such (10) hours, which rate shall be negotiated by the parties and shall be further subject to the Separation Benefits if prior written consent of the Chief Executive Officer of the Company.
(f) The Company shall provide you with outplacement assistance with an outplacement firm of your choice for a period of one year, but in no event shall the Company pay in the aggregate more than $15,000.
(e) The Company shall reimburse you for all actual, out-of-pocket legal fees incurred by you in connection with this Agreement is terminated in the amount of $5,000 to be paid within ten (i10) due to Employee’s death; (ii) by the Company due to Employee’s Inability to Perform; (iii) by the Company for Cause; (iv) by Employee without Good Reason; or (v) by non-renewal by Employee in accordance with Sections 4(b) and 6(f)days of your execution of this Agreement.
Appears in 1 contract
Sources: Separation Agreement (Town Sports International Holdings Inc)
Separation Benefits. If this Agreement is terminated either In exchange for Executive’s agreement to be bound by the Company without Cause in accordance with Section 6(c) (including the Company’s non-renewal terms of this Agreement) or by Employee resigning his employment for Good Reason Release, including, but not limited to, the release of claims in accordance with Section 6(d3, and subject to the occurrence of the Effective Date as provided in Section 1(a), Executive shall be entitled to receive the Company following, which shall have no further obligation be the exclusive separation benefits to Employee under which Executive is entitled, unless Executive has failed to comply with the provisions of this AgreementRelease, except in which case the Company last sentence of Section 4(e) 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: apply:
(i) an amount equal to one times the sum twelve (12) months of the Base Salary Executive’s current base salary ($455,400 per annum), paid 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 equal installments 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 regular payroll schedule over the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended twelve (12) month period following the Separation Date (the “COBRASalary Continuation”), 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 payments will be made prior to the thirtieth (30th) day following the Separation Pay shall be paid to Employee unless Date, and on the thirtieth (30th) day following the Separation Date, the Company receives, will pay Executive in a lump sum the Salary Continuation that Executive would have received on or within 55 days after prior to such date under the Termination Date, an executed and fully effective copy original schedule but for such delay in the initial payment while waiting for the effectiveness of the Release (as defined below). Any COBRA reimbursements due under this Section shall be made by Release, with the last day balance of the month following the month in which the applicable premiums were Salary Continuation being paid by Employee. For the avoidance of doubt, Employee shall not be entitled to the Separation Benefits if this Agreement is terminated (i) due to Employee’s death; as originally scheduled;
(ii) if Executive timely elects continued coverage under COBRA for himself and his covered dependents under the Company’s group health plans following the Separation Date, then the Company shall pay the COBRA premiums necessary to continue Executive’s health insurance coverage in effect for himself and his eligible dependents on the Separation Date until the earliest of (A) the close of the twelve (12) month period following the Separation Date, (B) the expiration of Executive’s eligibility for the continuation coverage under COBRA, or (C) the date when Executive becomes eligible for substantially equivalent health insurance coverage in connection with new employment or self-employment (such period from the Separation Date through the earliest of (A) through (C), the “COBRA Payment Period”). Notwithstanding the foregoing, if the Company determines, in its sole discretion, that the payment of the COBRA premiums could result in a violation of the nondiscrimination rules of Section 105(h)(2) of the Internal Revenue Code of 1986, as amended (the “Code”), or any statute or regulation of similar effect (including but not limited to the 2010 Patient Protection and Affordable Care Act, as amended by the Company due 2010 Health Care and Education Reconciliation Act), then in lieu of providing the COBRA premiums, the Company, in its sole discretion, may elect to Employee’s Inability instead pay Executive on the first day of each month of the COBRA Payment Period, a fully taxable cash payment equal to Perform; the COBRA premiums for that month, subject to applicable tax withholdings (iii) by such amount, the Company “Special Separation Payment”), for Cause; (iv) by Employee without Good Reason; or (v) by non-renewal by Employee in accordance with Sections 4(b) and 6(f).the remainder of the COBRA Payment Period. Executive may, but are not obligated to, use such Special Separation Payment toward the cost of COBRA
Appears in 1 contract
Sources: General Release of Claims (Avidity Biosciences, Inc.)
Separation Benefits. If In consideration for the Employee's execution, non-revocation of, and compliance with this Agreement is terminated either by Agreement, the Company without Cause in accordance with Section 6(cagrees to provide Employee the following benefits:
a) Twelve months of Employee's regular salary, less any standard deductions for state and federal withholding and employment taxes, as severance payments (including "Severance Pay"). The Severance Pay will be paid at such regular intervals as salaries are paid to the executive officers of the Company during such term. Employee authorizes the Company to deduct from this payment such sums, if any, that Employee owes the Company’s non, including but not limited to reimbursement for personal charges on Employee's Company-renewal issued credit card, unreturned company property, and any other personal expenses owed to the Company. Other than amounts owing on Employee's Company-issued credit card, the Company doesn't know of any such sums which the Employee owes the Company.
b) In addition, should the Employee elect to continue to receive health benefits as provided by COBRA pursuant to the Company's health benefit plan on and after October 31, 2015, the Company will pay all of the premiums required for the Employee's continuation of such coverage for the twelve month period ending October 31, 2016, but only so long as the Employee is otherwise eligible under COBRA for continuation of those benefits. After October 31, 2016, the Employee shall be entitled to continued participation as required but law, but shall be responsible for the entire premium. Notwithstanding the foregoing, if the Company's payments under this AgreementSection 2(b) or by Employee resigning his employment for Good Reason would result in accordance penalties under the Patient Protection and Affordable Care Act and the regulations issued thereunder, the Parties agree to reform this Section 2(b) as necessary to comply with Section 6(d)the Act.
c) In lieu of participation in the Company-sponsored 401(k) program, including any Company match, the Company shall have no further obligation to pay the Employee under this Agreement, except the Company shall provide the Accrued Obligations to Employee in accordance with Section 7(a) plus the following payments Four Thousand Eight-Hundred Dollars and benefits Zero Cents (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”$4,800.00), or similar state lawless all lawful and required deductions, 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 on or before December 31, 2015.
d) The Company agrees to reimburse Employee for all reasonable business expenses incurred by Employee prior to October 30, 2015, including automobile, food and lodging. All such requests for reimbursement shall be submitted to the Company, accompanied by receipts by November 30, 2015.
e) Upon the Employee's signed request, the Company will provide the Employee and/or a prospective employer written confirmation of the Termination Date; providedEmployee's employment with the Company, however, including his dates of employment and salary information.
f) The Employee acknowledges that no Separation Pay shall be he has been 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. For the avoidance of doubt, Employee shall not be all he is entitled to receive for the Separation Benefits if this Agreement is terminated (i) due work he performed and that he has no entitlement to Employee’s death; (ii) by the Company due to Employee’s Inability to Perform; (iii) by the Company any additional payment or consideration not specifically referenced herein, including any bonus payment for Cause; (iv) by Employee without Good Reason; or (v) by non-renewal by Employee in accordance with Sections 4(b) and 6(f)2015.
Appears in 1 contract
Sources: Separation and Release of Claims Agreement (Gse Systems Inc)
Separation Benefits. If As a consequence of the termination of the Executive’s employment as contemplated herein and in full discharge of the Company’s obligations due to the Executive thereunder, subject to (x) Executive executing this Agreement is terminated either by and executing the Company without Cause Release Agreement attached hereto as Exhibit A (the “Release”) within twenty-one (21) days of the Transition Date, (y) the Release becoming effective and irrevocable in accordance with Section 6(cits terms, and (z) Executive’s compliance with the terms and conditions of this Transition Agreement (including the Company’s non-renewal of this Agreement) or by Employee resigning his employment for Good Reason in accordance with pursuant to Section 6(d4 below), the Company shall have no further obligation pay to Employee under this Agreementthe Executive or his heirs or estate, except if applicable, the Company shall provide following (the Accrued Obligations to Employee “Severance Amount”): (i) the Executive’s Annual Base Salary for twelve (12) months following the Transition Date, payable in accordance with Section 7(athe Company’s normal payroll practices; (ii) plus the Executive’s Average Annual Bonus divided by the number of payroll periods during the twelve (12) months following payments and benefits the Transition Date, payable in accordance with the Company’s normal payroll practices for the period of twelve (collectively, 12) months from the “Separation Benefits”) to Employee: Transition Date; (iiii) an amount equal to one times the sum product of (A) the Base Salary in effect immediately before the Termination Date plus the Highest Annual Bonus received by Employee for the fiscal year preceding the Termination Date and (or if Employee was employed for less than one full fiscal year prior to the Termination DateB) a fraction, the Annual Bonus for purposes numerator of this Section 7 shall be which is the Annual Bonus payable during number of days in the current fiscal year at through the target amount provided aboveTransition Date, and the denominator of which is 365, payable in lump sum; (iv) a cash payment in lieu of Welfare Benefit Continuation to the Executive and his family for twelve (together12) months following the Transition Date, payable in lump sum. In addition, subject to the conditions in clauses (x) – (z) of the preceding sentence, the “Separation Pay”); and (ii) during Company shall take all necessary action to provide that all of 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 Executive’s accounts under the Company’s group heath insurance plan pursuant to Amended and Restated Deferred Compensation Program (the Consolidated Omnibus Budget Reconciliation Act of 1985, “DCP”) shall be fully vested (or equivalent treatment) 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 Transition Date; provided, however, that no Separation Pay payment of Executive’s accounts under the DCP shall be made generally in accordance with the DCP. Payments relating to the preceding subsections (i) through (iv) shall commence (or be paid in full, with respect to Employee unless lump sum payments) on the Company receivesfirst regular payroll period that follows the expiration of the release revocation period (the “Payment Commencement Date”); provided, on or within 55 days that any payments relating the preceding subsections (i) and (ii) for payroll periods occurring after the Termination Transition Date and prior to the Payment Commencement Date shall be made on the Payment Commencement Date, an executed and fully effective copy of the Release (as defined below)without interest. Any COBRA reimbursements due The payments under this Section shall be made by the last day of the month following the month in which the 2 are subject to applicable premiums were paid by Employee. For the avoidance of doubt, Employee shall not be entitled to the Separation Benefits if this Agreement is terminated (i) due to Employee’s death; (ii) by the Company due to Employee’s Inability to Perform; (iii) by the Company for Cause; (iv) by Employee without Good Reason; or (v) by non-renewal by Employee in accordance with Sections 4(b) withholding and 6(f)taxes.
Appears in 1 contract
Sources: Transition Agreement (Hologic Inc)
Separation Benefits. If In return for your signing this Agreement, complying with the promises made by you in this Agreement is terminated either by and the Company without Cause in accordance with Section 6(c) (including Employment Agreement and remaining continuously employed through the Company’s non-renewal of this Agreement) or by Employee resigning his employment for Good Reason in accordance with Section 6(d)Separation Date, the Company shall have no further obligation to Employee under this Agreement, except the Company shall will provide the Accrued Obligations to Employee in accordance you with Section 7(a) plus the following payments and separation benefits (collectively, the “Separation Benefits”) described below in subsections (i)-(iv). You acknowledge and agree that the Separation Benefits are separate from and in addition to Employee: what you are already entitled to receive from the Company. Furthermore, if you are rehired by the Company or hired by any affiliate of the Company, all Separation Benefits will terminate as of the commencement date of such employment. The Separation Benefits are:
(i) The Company will pay you 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 six hundred and eight-five thousand dollars (or if Employee was employed for $685,000.00), 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 required and/or authorized deductions and withholdings (including withholding at the target amount provided above) supplemental rate as required), as severance pay (together, the “Separation PaySeverance Payments”); ) in bi-weekly installments 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 regular pay days and in accordance with the Company’s payroll practices over a twelve month period. Such payments shall commence within the first full payroll period after the Effective Date (as defined in Section 15(b) of this Agreement). Notwithstanding the foregoing, if your severance pay is subject to Section 409A of the Consolidated Omnibus Budget Reconciliation Act Internal Revenue Code of 19851986, as amended (“COBRASection 409A”), or similar state lawand the commencement of your severance pay could straddle two tax years depending upon the timing of the Effective Date, then your severance pay will commence in all instances in the second tax year.
(ii) No later than March 15, 2017, a Company representative will notify you if bonuses under the 2016 SGICP Cash Bonus Plan are approved for payment by the Compensation Committee of the Company’s Board of Directors (the "Compensation Committee"). If approved, no later than March 15, 2017, the Company shall reimburse Employee on will pay you a monthly basis for the difference between lump sum amount, subject to applicable withholdings, in the amount Employee pays of any annual bonus that would have been payable to effect you for Fiscal Year 2016 pursuant to the 2016 SGICP Cash Bonus Plan, calculated and continue as approved by the Compensation Committee. The Company reserves the right to make distinctions based on individual performance in connection with the calculation of such bonus payment.
(iii) If you choose to elect continuation coverage by properly and timely electing COBRA coverage under COBRA and pursuant to COBRA, 29 U.S.C. § 1161 et seq., the Company will pay the employer and employee contribution amount that active employees shares of the Company pay COBRA premiums (based on your current coverage elections) for twelve (12) months commencing on the same or similar coverage; providedfirst full month following the Separation Date. After twelve (12) months, howeveryou will be responsible for paying the entire COBRA premium. You will receive information on your opportunity to elect COBRA coverage under separate cover. Notwithstanding the foregoing, that Employee shall notify if the payment by the Company in writing within five days after he becomes eligible after of such COBRA premium payments will subject or expose the Termination Date for group health insurance coverageCompany to taxes or penalties, if any, through subsequent employment or otherwise you and the Company shall have no further reimbursement obligation enter into a substitute arrangement pursuant to which the Company will not be subjected or exposed to taxes or penalties and you will be provided with payments or benefits with an equivalent economic value, after Employee becomes eligible for group health insurance coverage due to subsequent employment or otherwise. The Separation Pay shall be paid to Employee in tax.
(iv) Within thirty (30) days after the Effective Date, the Company will pay you a lump sum within 60 days of the Termination Date; providedpayment, howeversubject to applicable withholdings, that no Separation Pay shall be paid equal to Employee unless the Company receives, on or within 55 days after the Termination Date, an executed forty thousand four hundred and fully effective copy of the Release twenty-five dollars (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. For the avoidance of doubt, Employee shall not be entitled to the Separation Benefits if this Agreement is terminated (i) due to Employee’s death; (ii) by the Company due to Employee’s Inability to Perform; (iii) by the Company for Cause; (iv) by Employee without Good Reason; or (v) by non-renewal by Employee in accordance with Sections 4(b) and 6(f$40,425.00).
Appears in 1 contract
Sources: Agreement and General Release (Scientific Games Corp)
Separation Benefits. If In consideration for the Employee’s execution, non-revocation of, and compliance with this Agreement is terminated either by Agreement, including the waiver and release of claims in Section 4, the Company without Cause in accordance agrees to provide the following benefits:
(a) Installment payments equal to the Employee’s current base salary until and including March 31, 2017, minus all relevant taxes and other withholdings to be paid bi-weekly with Section 6(c) (including the Company’s non-renewal regular payroll dates.
(b) The Company will grant Employee 53,334 shares of this Agreementcommon stock on the Effective Date. The 53,334 shares of common stock will vest and become salable on the Effective Date. Such shares will be registered and issued from the Company’s 2015 Equity Incentive Plan. The Company will issue the shares under a net issuance to account for Employee’s share of taxes including, but not limited to state, federal and employment taxes, related to the stock issuance.
(c) or by The Employee resigning will continue to receive health benefits on the same terms as his employment for Good Reason in accordance until March 31, 2017. Following March 31, 2017, Employee shall be entitled to receive benefits under COBRA consistent with Section 6(d)law.
(d) Upon the Employee’s signed request, the Company shall will provide the Employee and/or a prospective Company written confirmation of the Employee’s employment with the Company, including his dates of employment and salary information.
(e) Payment of country club membership fees until December 2017 which have already been paid by the Company. The Employee understands, acknowledges and agrees that these benefits exceed what he is otherwise entitled to receive upon separation from employment, and that these benefits are in exchange for executing this Agreement. The Employee further acknowledges no entitlement to any additional payment or consideration not specifically referenced herein. The Employee understands, acknowledges and agrees that the Employment Agreement was terminated at the time of Employee’s resignation on the Separation Date and no further obligation compensation is due 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. For the avoidance of doubt, Employee shall not be entitled to the Separation Benefits if this Agreement is terminated (i) due to Employee’s death; (ii) by the Company due to Employee’s Inability to Perform; (iii) by the Company for Cause; (iv) by Employee without Good Reason; or (v) by non-renewal by Employee in accordance with Sections 4(b) and 6(f)Employment Agreement.
Appears in 1 contract
Sources: Separation and Release of Claims Agreement (Payment Data Systems Inc)
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: Provided you (i) an amount equal to one times the sum of the Base Salary sign this Agreement and do not revoke your signature as set forth below 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 DateParagraphs 6 and 7, 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 comply with 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 terms of 1985, as amended (“COBRA”), or similar state lawthis Agreement, the Company shall reimburse Employee on a monthly basis for will provide you with the difference between the amount Employee pays payments and other benefits described below. Income will be imputed to effect you in connection with these payments 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 benefits as required by applicable law and the Company shall will withhold any amounts required by applicable law. You will be responsible for any taxes related to your receipt of this income. You acknowledge that the provision of the pay and other benefits specified below completely satisfies any obligations that the Company has or may have no further reimbursement obligation after Employee becomes eligible for group health insurance coverage due to subsequent employment or otherwise. The Separation Pay shall you.
(a) You will be paid to Employee your accrued and unpaid salary through the Separation Date, in a lump sum within 60 days of accordance with the Termination Date; providedCompany's normal payroll practices, however, and you acknowledge that no Separation Pay shall be paid to Employee unless the Company receivesdoes not owe you any accrued but unused vacation pay through the Separation Date. You will be reimbursed in accordance with Company policy for any substantiated ▇▇▇ ▇▇▇▇ ▇▇▇ ▇▇▇▇. • SUITE 650 • HOUSTON, on or TX 77056 • OFFICE (▇▇▇) ▇▇▇-▇▇▇▇ • FAX (▇▇▇) ▇▇▇-▇▇▇▇ ▇▇▇.▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇ • A NYSE COMPANY: "MHR" but previously unreimbursed business expenses, provided you furnish the Company with proper evidence of and a reimbursement request for such business expenses within 55 five business days after from the Termination Datedate of this Agreement. Payments under various employee plans, an executed programs, and fully effective copy of other arrangements are addressed elsewhere in this Agreement.
(b) As soon as practicable following the Release Effective Date (as defined below), you will be paid a separation payment of One Hundred Thirty Seven Thousand Five Hundred Dollars ($137,500.00). Any You acknowledge that this payment amount is not an amount otherwise due to you.
(c) The Company understands that information regarding your health and welfare benefit coverage (to the extent such coverage was previously provided to you by or through Oasis), as such coverage is affected by your separation of employment from the Company, will be provided to you by Oasis. If you elect COBRA reimbursements due under continuation coverage for medical benefits through Oasis, the Company will reimburse you the cost of this Section shall be made by the last day coverage for you and your family through April 30, 2014. The Company will reimburse you promptly after you submit sufficient evidence of the month following continuation coverage costs you incur. Your reimbursement payments will be subject to applicable withholding and you will be responsible for any taxes related to your receipt of this income.
(d) Under the month in which Magnum Hunter Resources Corporation Stock Incentive Plan, as amended, your unvested awards under that plan are forfeited as of your Separation Date. Your vested, outstanding stock options under that plan as of the Separation Date will remain exercisable for three months from your Separation Date, subject to the terms of the Stock Incentive Plan and the applicable premiums were paid by Employeestock option agreements. For You acknowledge that you have read and understand the avoidance terms of doubtthe Stock Incentive Plan, Employee shall not be entitled as amended.
(e) Pursuant to the terms of the Magnum Hunter Resources Corporation 40 l (k) Employee Stock Ownership Plan and in compliance with federal law, your eligibility for contributions under the plan will end on your Separation Benefits if this Agreement is terminated (i) due to Employee’s death; (ii) by Date. You will be eligible for a distribution from the plan in accordance with its terms. You authorize the Company due to Employee’s Inability deduct from the amounts set forth in this Paragraph 3 amounts, if any, owed by you to Perform; (iii) by the Company for Cause; (iv) by Employee without Good Reason; personal expenditures charged to the Company or (v) by non-renewal by Employee in accordance with Sections 4(b) and 6(f)other amounts that you have agreed to pay to or are contractually obligated to pay the Company.
Appears in 1 contract
Sources: Separation Agreement (Magnum Hunter Resources Corp)
Separation Benefits. If this Agreement is terminated either Executive’s employment terminates (i) on the Planned Separation Date due to the expiration of the Transition Period or (ii) prior to the Planned Separation Date due to a termination by the Company without Cause or due to the Executive’s disability (within the meaning of Section 22(e)(3) of the Code (as defined below)), then, in consideration of, and subject to and conditioned upon (A) the Executive’s continued compliance with the terms and conditions of this Agreement (including, without limitation, the Covenants (as defined below)), and (B) the Executive’s timely execution and non-revocation of the Releases 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)3 below, the Company shall have no further obligation to Employee under this Agreement, except the Company shall will provide the Accrued Obligations to Employee in accordance Executive with Section 7(a) plus the following payments and benefits (collectively, the “Separation Benefits”):
(a) The Company shall pay to Employee: the Executive an amount equal to the sum of (i) twelve (12) months of her Annual Salary as in effect as of the Effective Date plus (ii) an amount equal to one times the Executive’s Target Bonus (as defined in the Severance Agreement) for fiscal year 2022, payable in in a lump sum within sixty (60) days following the Separation Date;
(b) Whether or not the Executive elects COBRA continuation coverage under any group health plan 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 (Company 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 lawits affiliates, the Company shall reimburse Employee shall, within sixty (60) days following the Separation Date, pay to the Executive a taxable lump sum equal to the portion of the monthly cost of the Executive’s group health plan coverage as in effect on a monthly basis the Separation Date that is subsidized by the Company for the difference between the amount Employee pays to effect and continue such coverage under COBRA and the employee contribution amount that similarly situated active employees as of the Separation Date, multiplied by twelve (12);
(c) The Executive shall be eligible to exercise her options to purchase Company pay common stock that are outstanding and vested as of the Separation Date for a period of six (6) months following the same or similar coverageSeparation Date (but no later than the original expiration dates of such options); and
(d) Fifty percent (50%) of the Executive’s time-based restricted stock units that are outstanding and unvested as of the Separation Date shall vest on the date on which the Second Release (as defined below) becomes effective and irrevocable; provided, however, that Employee shall notify that, notwithstanding the Company in writing within five days after he becomes eligible after the Termination Date for group health insurance coverageforegoing, 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 a Change 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 Control (as defined below). Any COBRA reimbursements due under this Section shall be made by in the last day of the month following the month in which the applicable premiums were paid by Employee. For the avoidance of doubt, Employee shall not be entitled Plan) occurs prior to the Separation Benefits if this Agreement is terminated Date, then the Executive’s time-based restricted stock units that are outstanding and unvested as of the Separation Date shall instead vest on the date on which the Second Release becomes effective and irrevocable with respect to that number of restricted stock units that, pursuant to the applicable award agreement governing such restricted stock units, that would vest upon a termination of the Executive’s employment without Cause within twelve (i12) due to Employee’s death; (ii) by the Company due to Employee’s Inability to Perform; (iii) by the Company for Cause; (iv) by Employee without Good Reason; or (v) by non-renewal by Employee months following a Change in accordance with Sections 4(b) and 6(f)Control.
Appears in 1 contract
Sources: Transition and Separation Agreement (TheRealReal, Inc.)
Separation Benefits. If this Agreement is terminated either by As a consequence of the Company without Cause termination of the Executive’s employment as contemplated herein and in accordance with Section 6(c) (including full discharge of the Company’s non-renewal of this Agreement) or by Employee resigning his employment for Good Reason in accordance with Section 6(d)obligations due to the Executive thereunder, the Company shall have no further obligation pay to Employee under the Executive or his heirs or estate, if applicable, subject to the Executive executing this AgreementAgreement and executing the Release Agreement attached hereto as Exhibit A within 21 days of the Transition Date and not revoking it, except (the Company shall provide “Severance Amount”): (i) the Accrued Obligations to Employee Executive’s Base Salary for twelve (12) months following the Transition Date, payable in accordance with Section 7(athe Company’s normal payroll practices; (ii) plus the following payments and benefits Executive’s Average Annual Bonus (collectivelyas defined in the Severance Agreement), the “Separation Benefits”) to Employee: payable in lump sum; (iiii) an amount equal to one times the sum product of (A) the Base Salary in effect immediately before the Termination Date plus the Highest Annual Bonus received by Employee for (as defined in the fiscal year preceding the Termination Date Severance Agreement) and (or if Employee was employed for less than one full fiscal year prior to the Termination DateB) a fraction, the Annual Bonus for purposes numerator of this Section 7 shall be which is the Annual Bonus payable during number of days in the current fiscal year at through the target amount provided above) (togetherTransition Date, and the “Separation Pay”)denominator of which is 365, payable in lump sum; and (iiiv) during a cash payment in lieu of Welfare Benefit Continuation (as defined in the six-month period commencing on Severance Agreement) to the Termination Date that Employee is eligible to elect and elects to continue coverage for himself Executive and his eligible dependents family for 12 (twelve) months following the Transition Date, payable in lump sum. In addition to the foregoing, the Company shall take all necessary action to provide that all of the Executive’s accounts under the Company’s group heath insurance plan pursuant Amended and Restated Deferred Compensation Program shall be fully vested as of the Transition Date. Payments relating to the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended preceding subsections (“COBRA”), i) through (iv) shall commence (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 in full, with respect to Employee in a lump sum within 60 days of payments) on the Termination Date; provided, however, first regular payroll period that no Separation Pay shall be paid to Employee unless follows the Company receives, on or within 55 days after the Termination Date, an executed and fully effective copy expiration of the Release Agreement revocation period (as defined belowthe “Payment Commencement Date”); provided that any payments relating the preceding subsection (i) for payroll periods occurring after the Transition Date and prior to the Payment Commencement Date shall be made on the Payment Commencement Date, without interest. Any COBRA reimbursements due The payments under this Section shall be made by the last day of the month following the month in which the 2 are subject to applicable premiums were paid by Employee. For the avoidance of doubt, Employee shall not be entitled to the Separation Benefits if this Agreement is terminated (i) due to Employee’s death; (ii) by the Company due to Employee’s Inability to Perform; (iii) by the Company for Cause; (iv) by Employee without Good Reason; or (v) by non-renewal by Employee in accordance with Sections 4(b) withholding and 6(f)taxes.
Appears in 1 contract
Sources: Transition Agreement (Hologic Inc)
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 two (2) 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 health 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. For the avoidance of doubt, Employee shall not be entitled to the Separation Benefits if this Agreement is terminated (i) due to Employee’s death; (ii) by the Company due to Employee’s Inability to Perform; (iii) by the Company for Cause; (iv) by Employee without Good Reason; or (v) by non-renewal by Employee in accordance with Sections 4(b) and 6(f).
Appears in 1 contract
Sources: Employment Agreement (Riley Exploration Permian, Inc.)
Separation Benefits. If In consideration of Executive’s timely execution and non-revocation of this Agreement is terminated either by in the Company without Cause time period set forth in accordance with Section 6(c) (including the Company’s non-renewal Paragraph 7 of this Agreement) or by Employee resigning his employment for Good Reason in accordance with Section 6(d), and Executive’s undertakings set forth herein, the Company shall have no further obligation to Employee under this Agreement, except the Company shall will provide the Accrued Obligations to Employee in accordance Executive with Section 7(a) plus the following payments and benefits (collectively, the “Separation Benefits”), provided, that the Separation Benefits described in clauses (a) through (c) of this Paragraph shall be treated as accrued benefits and shall not be subject to Employee: Executive’s execution of this Agreement or any separate release agreement:
(ia) an amount equal to one times the Payment in a lump 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 all accrued base salary as of the Termination Date, to the Annual Bonus for purposes extent not theretofore paid to Executive as 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 Date.
(b) To the extent not already made as of the Termination Date, so long as Executive executes the Approved Retiree Non-competition 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, Non-solicitation Agreement attached hereto as amended (“COBRA”), or similar state lawExhibit A, the Company shall reimburse Employee on a monthly basis contribute, or cause to be contributed, all matching employer contributions to Executive’s accounts under the Marriott Vacations Worldwide Corporation 401(k) Retirement Savings Plan (the “401(k) Plan”) and the Marriott Vacations Worldwide Corporation Deferred Compensation Plan (the “MVW DCP”) for the difference between 2025 calendar year, in each case, to the amount Employee pays same extent such matching employer contributions are made for the other named executive officers of Marriott Vacations Worldwide Corporation (“MVW”) who are employed for the entire 2025 year. Any contributions Executive has deferred or the Company has contributions (after taking into effect this Paragraph 2(c)) to effect and continue such coverage Executive’s accounts under COBRA the 401(k) Plan, the MVW DCP and the employee contribution amount that active employees Marriott International, Inc. Executive Deferred Compensation Plan (the “EDCP”) shall be treated in accordance with the terms of such plans, and Executive shall in all cases be deemed to have incurred an approved retirement (or any term of similar import) for all such plans.
(c) The Company acknowledges and agrees that, so long as Executive executes the Approved Retiree Non-competition and Non-solicitation Agreement attached hereto as Exhibit A, Executive shall be treated as an “Approved Former Executive Officer” for purposes of the Company pay MVW Executive Officer Policy regarding Marriott Bonvoy elite status and a “former Executive Officer” for purposes of the same or similar coverage; providedMVW Executive Officer Policy regarding complimentary accommodations.
(d) Payment of Five Million Dollars ($5,000,000), howeverwhich sum represents two (2) times Executive’s 2025 base salary plus target bonus, that Employee shall notify the Company in writing within five days after he becomes eligible after the Termination Date for group health insurance coverageless applicable tax withholdings and deductions, 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 on the first regular payroll date that occurs on or after the thirtieth (30th) day following the Termination Date; provided, however, that no Separation Pay shall be paid to Employee unless the Company receives, on or within 55 days after .
(e) Payment of a 2025 bonus award at target prorated through the Termination Date, an executed which sum represents One Million Two Hundred Eighty-Six Thousand Three Hundred One Dollars ($1,286,301), less applicable tax withholdings and fully effective copy of deductions, paid in a lump sum on the Release first regular payroll date that occurs on or after the thirtieth (as defined below). Any COBRA reimbursements due under this Section shall be made by the last 30th) day of the month following the month in which Termination Date.
(f) Provided that Executive executes the applicable premiums were paid by Employee. For the avoidance of doubtApproved Retiree Non-competition and Non-solicitation Agreement attached hereto as Exhibit A, Employee Executive shall not be entitled to the Separation Benefits if this Agreement is terminated following consistent with and subject to the terms of the applicable award agreements:
a. Restricted Stock Units (i“RSUs”) due – RSUs in respect of 44,056 shares will continue to Employee’s death; (ii) by vest according to the Company due original schedule, covering the full grants for 2022, 2023, and 2024, plus a prorated grant for 2025, while the remaining RSUs in respect of 9,159 shares will be forfeited, subject to Employee’s Inability to Perform; (iii) by the Company for Cause; (iv) by Employee without Good Reason; or (v) by non-renewal by Employee in accordance with Sections 4(b) and 6(f).below;
Appears in 1 contract
Sources: Separation Agreement (MARRIOTT VACATIONS WORLDWIDE Corp)
Separation Benefits. If In consideration for Executive’s agreement to each of the terms and conditions of this Agreement is terminated either by Agreement, the Parties agree as follows:
(a) The Company without Cause will pay Executive a severance bonus payment equivalent to six (6) months’ salary, the total amount of $177,500, less all relevant taxes and other withholdings, to be paid in installments equal to Executive’s weekly pay/salary amount as of the Separation Date. Payment will be made on a bi-weekly basis in accordance with Company’s regular payroll practices, with the first payment occurring on the first Company payroll date following the expiration of the review and rescission period set forth in Section 6(cXXII below.
(b) All unvested restricted stock awards (including or portion thereof) shall be accelerated and fully vested as of the Separation Date. Executive may elect to surrender restricted stock in satisfaction of payroll tax obligations that arise upon vesting.
(c) The Company will amend Executive’s outstanding stock options to extend the date before which exercise must occur until December 31, 2026. Executive may elect to surrender stock in satisfaction of tax obligations that arise upon exercise.
(d) If the Executive is covered under the Company’s non-renewal of this Agreementmedical, dental, and/or vision healthcare benefits (the “Plan”) or by Employee resigning his when the Executive’s employment for Good Reason in accordance with Section 6(d)the Company ends, and the Executive timely and properly elects COBRA continuation coverage under the Plan, the Company shall have no further obligation Executive may be permitted to Employee continue participation in the Plan under this Agreement, except COBRA by continuing to pay premiums to the Company shall provide (or the Accrued Obligations to Employee COBRA Administrator, as appropriate) at the contribution level in accordance with Section 7(a) plus effect for active employees until the following payments and benefits (collectively, the “Separation Benefits”) to Employeeearlier of: (i) an amount equal to one times the sum expiration of 6 months months following 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 (Separation 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 date the Executive becomes covered under another group health plan. At the end of this period, to the extent the Executive remains eligible for COBRA coverage under the Plan and the maximum COBRA continuation coverage period commencing on has not expired, the Termination Date that Employee Executive is eligible fully responsible to elect pay any and elects to continue all premiums for COBRA coverage for himself and his eligible dependents under through the expiration or termination of the COBRA continuation coverage period. Notwithstanding the foregoing, if the Company’s group heath insurance plan pursuant providing benefit continuation under this paragraph would violate the nondiscrimination rules applicable to the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”)non-grandfathered plans, or similar state would result in the imposition of penalties under any applicable law, the Company shall reimburse Employee on reform this paragraph in a monthly basis manner as is necessary to comply with such applicable law.
(e) The Company will classify Executive’s termination as a retirement and resignation. For purposes of any public announcement or prospective employment, Executive and Company will notify third parties that Executive retired and resigned.
(f) The Executive shall receive a continuation of his current fringe benefits for the difference between the amount Employee pays to effect and continue such coverage under COBRA and the employee contribution amount that active employees six (6) months, consisting 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 otherwiseExecutive’s current cell phone allowance amount. The Separation Pay shall be paid to Employee Executive understands, acknowledges, and agrees that the benefits described 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. For the avoidance of doubt, Employee shall not be II exceed what Executive is otherwise entitled to the Separation Benefits if receive upon separation from employment, and that these benefits are in exchange for executing this Agreement is terminated (i) due Agreement. The Executive further acknowledges no entitlement to Employee’s death; (ii) by the Company due to Employee’s Inability to Perform; (iii) by the Company for Cause; (iv) by Employee without Good Reason; any additional payment or (v) by non-renewal by Employee in accordance with Sections 4(b) and 6(f)consideration not specifically referenced herein.
Appears in 1 contract
Sources: Separation and Release of Claims Agreement (Intellinetics, Inc.)
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 (1) 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. For the avoidance of doubt, Employee shall not be entitled to the Separation Benefits if this Agreement is terminated (i) due to Employee’s death; (ii) by the Company due to Employee’s Inability to Perform; (iii) by the Company for Cause; (iv) by Employee without Good Reason; or (v) by non-renewal by Employee in accordance with Sections 4(b2(b) and 6(f).
Appears in 1 contract
Sources: Employment Agreement (Riley Exploration - Permian, LLC)
Separation Benefits. If In connection with a restructuring and relocation plan, the Dallas office will be closing and substantially all of the employees terminated. Your position is scheduled for termination on August 30, 2009, and you will involuntarily separated from service on that date. The Company will, in consideration of your signing and agreeing to waive and release claims as set out in this document, provide you with the following Separation Benefits. You would not otherwise be entitled to these Separation Benefits under any employment contract, company policy or any law. The Separation Benefits consist of: · A lump sum cash payment of $40,000; · 125,000 shares of Toreador Common Stock; · Immediate Vesting of 14,899 shares of outstanding stock grants; · COBRA Continuation for 18 months (as explained below); · The cash value of any accrued, unused paid time off. In order to be paid the Separation Benefits, you must sign this Agreement is terminated either by and return it as instructed below. The lump sum cash payment and accrued, unused paid time off will be paid, less legally required deductions and withholdings, after the Company without Cause in receives the executed Agreement. The stock grants will be processed through American Stock Transfer, and the certificates will be forwarded to you at your home address. In the event of your death prior to receiving the Separation Benefits, your estate will receive the Separation Benefits on your behalf. COBRA Continuation - 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 lawif you are a current participant in the Company’s group health plan and you timely elect COBRA continuation coverage for yourself and your dependents (provided they were covered under the Company’s group health plan immediately prior to your termination of employment), the Company shall reimburse Employee on a monthly basis will pay 100% of the premiums for the difference between the amount Employee pays to effect and continue such coverage under COBRA for a period of eighteen (18) months. Thereafter, if you are eligible and wish to continue your continuation coverage, and the employee contribution amount that active employees of the Company pay for the same or similar coverage; providedmaximum applicable COBRA coverage period has not expired, however, that Employee shall notify the Company in writing within five days after he becomes eligible after the Termination Date for group health insurance you may continue your 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 but you shall be paid to Employee in a lump sum within 60 days solely responsible for payment 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 any required 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. For the avoidance of doubt, Employee shall not be entitled to the Separation Benefits if this Agreement is terminated (i) due to Employee’s death; (ii) by the Company due to Employee’s Inability to Perform; (iii) by the Company for Cause; (iv) by Employee without Good Reason; or (v) by non-renewal by Employee in accordance with Sections 4(b) and 6(f)premium.
Appears in 1 contract
Separation Benefits. 4.1 If this Agreement Employee’s employment is terminated either by the Company without Cause in accordance with for any reason other than for Cause, death or disability and Section 6(c4.2 does not apply, Employee shall be entitled to the following separation benefits:
(a) (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 The Company shall have no further obligation pay, or cause to be paid, to Employee under this Agreement, except within 30 days of 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: Termination Date (i) the full base salary earned by Employee through, but unpaid at, the Termination Date, plus (ii) credit for any vacation earned by Employee but not used at the Termination Date, plus (iii) all other amounts owed by the Company to Employee (other than any bonus payment of any kind) but unpaid as of the Termination Date.
(b) The Company shall pay, or cause to be paid, to Employee (i) in a lump sum not later than sixty (60) days after the Termination Date an amount equal to one times 100% of the sum of (A) Employee’s base annual salary at the Base Salary highest rate in effect at any time during the twelve (12) months immediately before the Termination Date plus the Annual Bonus received by Employee for the fiscal year preceding the Termination Date Date, and (or if Employee was employed B) Employee’s targeted bonus for less than one full fiscal the current year, and (ii) Employee’s targeted bonus payment for the year prior of termination prorated to the Termination Date, the Annual Bonus .
(c) The Company shall provide to Employee for purposes a period of this Section 7 shall be the Annual Bonus payable during the current fiscal year at the target amount provided abovetwelve (12) (together, the “Separation Pay”); and (ii) during the six-month period commencing on months after the Termination Date that Employee is eligible to elect and elects to continue medical and/or dental coverage for himself and his eligible dependents under the Company’s group heath insurance plan pursuant medical and/or dental plans, without any cost to the Consolidated Omnibus Budget Reconciliation Act Employee in excess 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 any employee contribution amount that active employees would be payable by Employee if Employee remained employed by a member of the Company pay for the same or similar coverageCompany; provided, however, that if Employee becomes employed with another employer during such twelve (12)-month period and is eligible to receive medical and/or dental coverage under another employer-provided plan, the medical and/or dental coverage described herein shall notify be secondary to those provided under such other plan.
(d) The restrictions applicable to each share of non-vested restricted stock of ▇▇▇▇▇ Shoe held by Employee that would have vested within the Company in writing within five days after he becomes eligible after one (1) year period following the Termination Date for group health insurance coverage, if any, through subsequent employment or otherwise and had Employee remained employed by the Company shall lapse as of the Termination Date.
(e) Each non-vested option to purchase ▇▇▇▇▇ Shoe stock held by Employee that would have no further reimbursement obligation after vested within the one (1) year period following the Termination Date had Employee becomes eligible remained employed by the Company shall vest as of the Termination Date.
(f) The Company shall pay the reasonable costs of outplacement services selected by the Company 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 reasonable period of time following the Termination Date; provided, however, that no Separation Pay such outplacement services shall be paid to Employee unless the Company receives, on or within 55 days provided 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 second calendar year following the month calendar year in which the applicable premiums were paid by Termination Date occurs.
4.2 If Employee. For the avoidance of doubt, Employee shall not be entitled to the Separation Benefits if this Agreement ’s employment is terminated within twenty-four (i24) due to Employee’s death; months after a Change of Control (ii) by the Company due to Employee’s Inability to Perform; (iiix) by the Company for any reason other than for Cause; , death or disability, or (ivy) by Employee without within ninety (90) days after the occurrence of Good Reason, Employee shall be entitled to the following separation benefits in place of, and not in addition to, the benefits set forth in Section 4.1:
(a) The Company shall pay, or cause to be paid, to Employee within 30 days of the Termination Date (i) the full base salary earned by Employee through, but unpaid at, the Termination Date, plus (ii) credit for any vacation earned by Employee but not taken at the Termination Date, plus (iii) all other amounts owed by the Company to Employee (other than any bonus payment of any kind) but unpaid as of the Termination Date.
(b) The Company shall pay, or cause to be paid, to Employee (i) in a lump sum six (6) months after the Termination Date an amount equal to 200% of the sum of (A) Employee’s base annual salary at the highest rate in effect at any time during the twelve (12) months immediately preceding the Termination Date, and (B) Employee’s targeted bonus for the current year; and (ii) Employee’s targeted bonus payment for the year of termination prorated to the Termination Date.
(c) The Company shall provide to Employee for a period of eighteen (18) months after the Termination Date medical and/or dental coverage under the Company’s medical and dental plans, without any cost to Employee in excess of any employee contribution that would be payable by Employee if Employee remained employed by the Company; provided, however, that if Employee becomes employed with another employer during such eighteen (18)-month period and is eligible to receive medical and/or dental coverage under another employer-provided plan, the medical and/or dental coverage described herein shall be secondary to those provided under such other plan. In addition, on the last day of such eighteen (18)-month period, the Company shall pay, or cause to be paid, to Employee an amount in cash equal to the aggregate amount that would be payable by the Company for such medical and/or dental coverage for six (v6) months if Employee remained employed by the Company for such period.
(d) The restrictions applicable to each share of non-renewal vested restricted stock of ▇▇▇▇▇ Shoe held by Employee shall lapse and be exercisable as of the Termination Date.
(e) Each non-vested option to purchase ▇▇▇▇▇ Shoe stock held by Employee shall vest and be exercisable as of the Termination Date.
(f) For purposes of determining Employee’s benefit under the Company’s Supplemental Employment Retirement Plan, an additional two (2) years of Credited Service shall be credited to Employee’s actual or deemed Credited Service.
(g) The Company shall pay the reasonable costs of outplacement services selected by the Company for a reasonable period of time following the Termination Date; provided, however, that no such outplacement services shall be provided after the last day of the second calendar year following the calendar year in accordance with which the Termination Date occurs.
4.3 If Employee’s employment is terminated for any reason including, but not limited to, Employee’s voluntary termination of employment, but excluding the reasons specified in Sections 4(b4.1 and 4.2, the Company shall pay, or cause to be paid, to Employee within 30 days of the Termination Date (i) the full base salary earned by Employee through, but unpaid at, the Termination Date, plus (ii) credit for any vacation earned by Employee but not taken at the Termination Date, plus (iii) all other amounts owed by the Company to Employee (other than any bonus payment of any kind) but unpaid as of the Termination Date.
4.4 The benefits set forth in Sections 4.1(c) and 6(f)4.2(c) shall run concurrently with any period of continuation coverage to which Employee is entitled under Section 601 of ERISA. Upon Employee’s re-employment during the period specified in each such Section, to the extent covered by the new employer’s plan, coverage under the Company’s plan shall lapse, subject to any continuation of coverage rights under Section 601 of ERISA. Employee’s participation in and/or coverage under all other employee benefit plans, programs or arrangements sponsored or maintained by the Company shall cease effective as of the Termination Date except as otherwise provided in such employee benefit plan, program or arrangement.
Appears in 1 contract
Separation Benefits. If this Pursuant to Paragraph 3 of your Change in Control and Severance Agreement is terminated either by (“CIC and Severance Agreement”) that you entered into with the Company without Cause upon hire, in accordance consideration for your execution of, and compliance with Section 6(c) (this Agreement, including the Company’s non-renewal waiver and release of this Agreement) or by Employee resigning his employment for Good Reason claims in accordance with Section 6(d)6, the Company shall have no further obligation agrees to Employee under this Agreement, except the Company shall provide the Accrued Obligations to Employee in accordance with Section 7(afollowing benefits:
(a) plus the following payments and benefits (collectively, the “Separation Benefits”) to Employee: (i) The Company will pay you an amount equal to one times the sum nine (9) months of the your Base Salary ($294,000.12), payable in effect immediately before a lump sum, less applicable withholdings, within five (5) business days after the Termination Date plus the Annual Bonus received by Employee Parties execute this Agreement.
(b) Provided that you enroll 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 continued healthcare 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”)) and timely pay your COBRA premiums, or similar state law, the then Company shall reimburse Employee on a monthly basis you for the difference between COBRA premiums for you and your covered dependents through the amount Employee pays to effect earlier of (i) nine (9) months following the Separation Date and continue such coverage under COBRA (ii) the date you 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 coverageyour covered dependents, if any, through subsequent employment become eligible for healthcare coverage under another employer’s plan(s). Notwithstanding the foregoing, (i) if any plan pursuant to which such benefits are provided is not, or otherwise and ceases prior to the expiration of the period of continuation coverage to be, exempt from the application of Section 409A of the Code under Treasury Regulation Section 1.409A-1(a)(5), or (ii) the Company shall have no further reimbursement obligation after Employee becomes eligible for is otherwise unable to continue to cover you under its group health insurance coverage due plans without penalty under applicable law (including without limitation, Section 2716 of the Public Health Service Act), then, in either case, an amount equal to subsequent employment or otherwise. The Separation Pay each remaining Company subsidy shall thereafter be paid to Employee you in a lump sum within 60 days substantially equal monthly installments. After the Company ceases to pay premiums pursuant to this Section 3(b), you may, if eligible, elect to continue healthcare coverage at your expense in accordance the provisions of the Termination Date; provided, however, that no Separation Pay COBRA. The benefits set forth in subsections (a) and (b) above shall be paid collectively referred to Employee unless herein as “Severance Benefits.” You understand, acknowledge and agree that these Severance Benefits are being provided to you in exchange for your executing and complying with this Agreement. You further acknowledge no entitlement to any additional payment or consideration not specifically referenced herein. To become effective, you must execute this Agreement and deliver it to the Company receives, on or within 55 no later than seven (7) days after the Termination Date, an executed and fully effective copy of the Release (as defined below). Any COBRA reimbursements due under date you were provided this Section shall be made by the last day of the month following the month in which the applicable premiums were paid by Employee. For the avoidance of doubt, Employee shall not be entitled to the Separation Benefits if this Agreement is terminated (i) due to Employee’s death; (ii) by the Company due to Employee’s Inability to Perform; (iii) by the Company for Cause; (iv) by Employee without Good Reason; or (v) by non-renewal by Employee in accordance with Sections 4(b) and 6(f)Agreement.
Appears in 1 contract
Sources: Separation Agreement (Adverum Biotechnologies, Inc.)
Separation Benefits. If Provided Employee executes and does not revoke this Agreement is terminated either by the Company without Cause in accordance with Section 6(c) (including the Company’s non-renewal of this General Release 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 separation benefits will be provided (collectively, the “Separation Benefits”):
(a) Pay to Employee: Employee the total gross amount of $2,115,000, less all applicable tax withholdings and other required deductions (i) an “Separation Payment”), with the understanding that such Separation Payment will be paid in a lump sum amount equal to one times as soon as reasonably practical after the sum of the Base Salary in effect immediately before the Termination Effective 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 aboveGeneral Release Agreement.
(b) (together, the “Separation Pay”); If Employee timely and (ii) during the six-month period commencing on the Termination Date that Employee is eligible to elect and properly elects to continue continuation 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 1985 (“COBRA”), or similar state law, the Company shall reimburse Employee on a monthly basis for the difference between monthly COBRA premium paid by Employee for Employee and Employee’s dependents (the amount Employee pays to effect and continue “Medical Benefits”). Each such coverage under COBRA and the employee contribution amount that active employees of the Company pay reimbursement for the same any month (or similar coverage; provided, however, that Employee shall notify the Company in writing within five days after he becomes eligible portion thereof) on or after the Termination Effective 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 before the Termination Date, an executed and fully effective copy of the Release sixtieth (as defined below). Any COBRA reimbursements due under this Section shall be made by the last 60th) day of the month immediately following the month in which Employee timely remits the applicable premiums were paid by Employeepremium payment and proof of payment to the Company. For the avoidance of doubt, Employee shall not be eligible to receive such reimbursement for the three (3s) months following the Effective Date of this General Release Agreement. Any such reimbursed COBRA premiums shall be subject to all applicable income and employment tax withholdings and other required deductions. In the event Employee fails to make an appropriate COBRA election, no COBRA premiums will be reimbursed on Employee’s behalf and it is further expressly understood that the period of time during which reimbursement for such coverage is provided pursuant to this General Release Agreement shall be concurrent with and credited toward the continuation coverage period to which Employee would be entitled pursuant to COBRA. Notwithstanding the foregoing, if the Company’s reimbursements under this Paragraph would violate any applicable rules or regulations, the parties agree to reform this Paragraph in a manner as is necessary to comply with applicable rules or regulations.
(c) Employee acknowledges that the agreement by the Company to provide the Separation Benefits if set forth in this Agreement Paragraph 2 is terminated (i) due to conditioned upon, and in consideration of Employee’s death; compliance with all the terms and conditions of this General Release Agreement and Employee’s release of all Claims (iias defined below) by against the Company due and Released Parties. The Separation Benefits described herein are items of value and consideration to Employee’s Inability to Perform; (iii) which Employee agrees he is not otherwise entitled, except by the Company for Cause; (iv) by Employee without Good Reason; or (v) by non-renewal by Employee in accordance with Sections 4(b) and 6(f)way of this General Release Agreement.
Appears in 1 contract
Sources: Separation and General Release Agreement (Steel Partners Holdings L.P.)
Separation Benefits. If this Agreement is terminated either by the Company without Cause in accordance with Section 6(c) (including the Company’s non-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 (1) 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 until the Annual Bonus for less than one full fiscal year prior to the Termination Date2024 is determined, the Annual Bonus for purposes of this Section 7 shall be the target Annual Bonus payable during for fiscal 2024 as provided above, and thereafter shall be the current Annual Bonus determined for fiscal year at 2024 or the target amount provided aboveAnnual Bonus received by Employee for any future fiscal year) (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 health 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 she 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. For the avoidance of doubt, Employee shall not be entitled to the Separation Benefits if this Agreement is terminated (i) due to Employee’s death; (ii) by the Company due to Employee’s Inability to Perform; (iii) by the Company for Cause; (iv) by Employee without Good Reason; or (v) by non-renewal by Employee in accordance with Sections 4(b) and 6(f).
Appears in 1 contract
Sources: Employment Agreement (Riley Exploration Permian, Inc.)
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 (i) 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 if Employee is eligible to elect and elects to continue coverage for himself and his eligible dependents under the Company’s group heath health insurance plan pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), or similar state law, the Company shall reimburse Employee him on a monthly basis until the earlier of 18 months following the Termination Date or the date when he becomes eligible for group health insurance coverage, if any, through subsequent employment or otherwise; provided, however, that such reimbursement shall be limited to 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, howeversuch reimbursement shall be provided by the last day of the month following the month in which the applicable premiums were paid by the Employee, that and the 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 otherwise; plus (iii) the Company shall have no further reimbursement obligation after Employee becomes eligible ensure that the award of 500,000 RSUs and 1,300,000 Options provided for group health insurance coverage due to subsequent employment or otherwise. The Separation Pay above shall be paid to Employee in a lump sum within 60 days fully vested and exercisable as of the Termination Date; provided, howeverplus (iv) the Company shall pay Employee an amount equal to the Base Salary and Target Bonus at “Target” performance that Employee would have received had his employment not terminated (the “Separation Pay”) during the period between the Termination Date and the Expiration Date or Renewal Date, as applicable, or for 12 month’s following the Termination Date, whichever is greater, as applicable (the “Separation Pay Period”), in equal or nearly equal installments on the Company’s regularly scheduled paydays during the Separation Pay Period, plus (v) the Company shall pay Employee a pro-rata portion of the Target Bonus that would have been payable to Employee for the year of termination if Employee’s employment had not terminated earlier, pro-rated based on the number of days in such fiscal year that Employee is employed by the Company and payable at the same time as Annual Bonus Plan awards for such fiscal year are paid to other similarly situated executive officers of the Company. Notwithstanding any other provision of this Agreement, no Separation Pay Benefits shall be paid provided 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. For the avoidance of doubt, Employee shall not be entitled to the Separation Benefits if this Agreement is terminated (i) due to Employee’s death; (ii) by the Company due to Employee’s Inability to Perform; (iii) by the Company for Cause; (iv) by Employee without Good Reason; or (v) by a non-renewal by Employee notice issued in accordance with Sections Section 4(b) and 6(f).
Appears in 1 contract
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 In consideration for the fiscal year preceding mutual promises set forth herein:
(a) The Company will continue to pay your current base salary for three (3) months following the Termination Separation 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”); . The Separation Pay will be subject to applicable withholdings and (ii) during the six-month period commencing on the Termination Date that Employee is eligible to elect deductions and elects to continue coverage for himself and his eligible dependents under made in accordance with the Company’s group heath insurance plan regular payroll practices. The first installment of the Separation Pay shall be paid on the next regular Company payroll date following the expiration of the seven (7) day rescission period described in Section 14(h) below and shall include any retroactive amounts accrued.
(b) Twenty-five percent (25%), or 207,982, of the remaining unvested RSUs granted to you on June 1, 2021 shall immediately vest as of the Separation Date (the “RSU Acceleration”). The terms and conditions of the TILT Holdings Inc. Amended and Restated 2018 Stock and Incentive Plan Restricted Stock Unit Award Agreement and June 1, 2021 Notice of Restricted Stock Unit Grant remain in full force and effect.
(c) Should you be eligible for and timely elect continuation coverage pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), or similar state lawfor yourself, your spouse and eligible dependents, as applicable, the Company shall will reimburse Employee on a monthly basis you 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 monthly health insurance coveragepremiums paid by you pre-and post-COBRA coverage (the “COBRA Payments”), if any, through subsequent employment or otherwise and provided that you provide to 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 receivesCompany, on or within 55 days after the Termination Datea monthly basis, an executed and fully effective copy evidence of the Release (as defined below)your payment of said COBRA premium. Any COBRA reimbursements due under this Section Such reimbursement payments shall be made by to you on the last day next regular Company payroll cycle following the Company’s receipt of each month’s evidence of payment of the month following COBRA premium. The Company shall provide such reimbursement until the month in which the applicable premiums were paid by Employee. For the avoidance of doubt, Employee shall not be entitled to the Separation Benefits if this Agreement is terminated earliest of: (i) due to Employee’s deaththe 18-month anniversary of the Separation Date; (ii) by the Company due date you are no longer eligible to Employee’s Inability to Performreceive COBRA continuation coverage; or (iii) by the date on which you receive or become eligible to receive substantially similar health care coverage from another employer or other source.
(d) The Company for Cause; (iv) by Employee without Good Reason; or (v) by will reduce the restricted period of your post-termination non-renewal by Employee solicitation obligations set forth in accordance with Sections 4(b9 and 10 of the Employment Agreement from twelve (12) months to three (3) months, and 6(fwill waive entirely the non-competition obligations set forth in Section 8 of the Employment Agreement (the “Reduced Restrictions”).
(e) The Company’s provision of the Separation Pay, RSU Acceleration, COBRA Payments, and Reduced Restrictions (the “Separation Benefits”) to you are contingent upon your compliance with the terms of this Agreement. You acknowledge and agree that the Separation Benefits are over and above anything owed to you by law, contract, or under the policies of the Company, and that they are being provided to you expressly in exchange for you entering into this Agreement.
Appears in 1 contract
Sources: Separation Agreement and General Release (TILT Holdings Inc.)
Separation Benefits. If As consideration for the Executive’s execution of, non-revocation of, and compliance with this Agreement, including the Executive’s waiver and release of claims herein and other post-termination obligations, and the Executive’s execution and non-revocation of a subsequent release of all claims after but no later than 50 days after the Separation Date in such form as the Employer may prescribe (“Second Release”), in addition to payments and benefits set forth in Section 3(c) of the Employment Agreement (which are due and owing in any case), the Employer agrees to provide the following benefits to which the Executive is terminated either by the Company without Cause not otherwise entitled:
(a) An amount equal to two million two hundred seventy five thousand dollars ($2,275,000), payable over twenty four (24) months in equal installments in accordance with the Employer’s regular payroll practices, less all relevant taxes and other withholdings, starting on the first payroll date following the Effective Date but no later than 60 days following the Separation Date, in recognition of the amounts described in Section 6(c4(b)(i) of the Employment Agreement.
(including b) An amount equal to the Company’s non-renewal of this Agreement) or by Employee resigning his employment for Good Reason in accordance with Section 6(d), Annual Bonus under the Company shall have no further obligation to Employee under this Employment Agreement, except determined based on the Company shall provide actual performance of the Accrued Obligations to Employee Employer for the full fiscal year in accordance with Section 7(awhich the Separation Date occurs, prorated for the number of days of employment completed during the fiscal year in which the Separation Date occurs, less all relevant taxes and other withholdings, payable in a lump sum cash amount at the time it would otherwise have been paid had the Executive remained employed for the entire fiscal year.
(c) plus the The following payments and benefits (collectively, the “Separation Benefits”) to Employee: subsections (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 describe the sixtreatment of certain equity awards in connection with and following the Separation Date. Any equity award, including any stock option, restricted share unit, or performance restricted share unit that is not set forth below shall be forfeited immediately on the Separation Date without further consideration therefor.
(i) The equity awards set forth in the following schedule that are outstanding and have not been forfeited or settled on the Separation Date shall remain outstanding, continue to vest for a period of twenty four (24) months following the Separation Date notwithstanding the Executive’s termination of employment, and remain exercisable until the earlier of ninety (90) days following the 24-month period commencing on anniversary after the Termination Separation Date or the date such equity award would have expired had the Executive remained in continuous employment, subject to all other terms and conditions of the applicable plan and award under which they were granted. 10/10/2017 Stock Options 10/10/2017 Performance Restricted Share Units 3/6/2018 Stock Options 3/6/2018 Performance Restricted Share Units 3/12/2019 Stock Options 3/12/2019 Performance Restricted Share Units
(ii) All outstanding restricted share units set forth in the following schedule (“Applicable Grants”) that Employee is eligible have not been forfeited, vested, or settled prior to elect the Separation Date shall become immediately vested as of the Separation Date, subject to all other terms and elects conditions of the applicable plan and award under which they were granted. The Applicable Grants shall be the Restricted Share Unit grants under the DENTSPLY SIRONA Inc. 2016 Omnibus Incentive Plan pursuant to continue coverage Restricted Share Unit Grant Notices with a Grant Date and Number of Restricted Share Units as follows: 3/6/2018 5,077.587 3/12/2019 5,758.142 10/10/2017 18,009.884
(d) A cash lump sum equal to forty six thousand seven hundred twenty eight dollars ($46,728), less all relevant taxes and other withholdings, payable 60 days following the Separation Date, in recognition of the amount of the premiums described in Section 4(b)(iv) of the Employment Agreement.
(e) Subject to continued payment by the Executive of any applicable cost owed by him under the applicable plan, for himself the twenty four (24) months following the Separation Date, continuation of life and accidental death and dismemberment benefits substantially similar to those provided to the Executive and his eligible dependents under the Company’s group heath insurance plan pursuant immediately prior to the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended Separation Date (“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; providedin each case, however, subject to any amendments to such arrangements from time to time that Employee shall notify are generally applicable to executives of the Company in writing within five days after he becomes eligible after Employer), at no greater cost to the Termination Executive than the cost to the Executive immediately prior to such date.
(f) For eighteen (18) months immediately following the Separation Date for group health insurance coverageor, if anyearlier, until the Executive secures employment, outplacement services commensurate with those customarily provided to senior executive officers through subsequent employment or otherwise a vendor mutually selected by the Employer 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 Executive.
(g) A lump sum within amount, in cash, equal to one hundred twenty eight thousand three hundred and ten dollars ($128,310), less all relevant taxes and other withholdings, payable 60 days following the Separation Date, in recognition 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 benefits described in Section 4(b)(vi) of the Release Employment Agreement.
(as defined belowh) A lump sum amount, in cash, equal to his attorneys’ fees incurred in the negotiation of this Agreement, but in no event to exceed ten thousand dollars ($10,000), less all relevant taxes and other withholdings, payable 60 days following the Separation Date upon submission of appropriate legal bills. Any COBRA reimbursements due under Notwithstanding the foregoing, no payment or benefit referred to in paragraphs (a)-(h) above in this Section 4 shall be made by or begin before the last day Effective Date. The foregoing payments and benefits shall cease as of the month following date the month Executive first violates any of his obligations set forth in which Sections 5, 6, or 7 of the applicable premiums were paid by EmployeeEmployment Agreement. For The Executive understands, acknowledges, and agrees that these benefits exceed what the avoidance of doubt, Employee shall not be Executive is otherwise entitled to receive on separation from employment, and that these benefits are being given as consideration in exchange for executing the Separation Benefits if Second Release and this Agreement and the general release and restrictive covenants contained therein. The Executive further acknowledges that the Executive is terminated (i) due not entitled to Employee’s death; (ii) by any additional payment or consideration not specifically referenced in this Agreement. Nothing in this Agreement shall be deemed or construed as an express or implied policy or practice of the Company due Employer to Employee’s Inability provide these or other benefits to Perform; (iii) by any individuals other than the Company for Cause; (iv) by Employee without Good Reason; or (v) by non-renewal by Employee in accordance with Sections 4(b) and 6(f)Executive.
Appears in 1 contract
Sources: Separation and Release of Claims Agreement (DENTSPLY SIRONA Inc.)
Separation Benefits. If In consideration of and in return for the promises and covenants undertaken by you and Lineage herein, and the releases and other promises given by you herein, although not otherwise obligated to do so, if you sign, date and return this Agreement is terminated either by to Lineage within 21 calendar days from the Company without Cause in accordance with Section 6(c) (including the Company’s non-renewal date you receive it, and you subsequently do not revoke your acceptance of this Agreement) or by , and you comply with your continuing obligations owed to Lineage, including pursuant to the Employee resigning his employment for Good Reason in accordance with Section 6(dConfidential Information and Invention Assignments Agreement between you and Lineage dated June 8, 2021 (the “Confidentiality Agreement”), the Company shall have no further obligation to Employee under Employment Agreement dated June 8, 2021 between you and Lineage (the “Employment Agreement”), and this Agreement, except the Company shall provide the Accrued Obligations Lineage agrees to Employee in accordance with Section 7(a) plus the following payments and benefits (collectively, the “Separation Benefits”):
(a) to Employee: (i) pay you in a lump sum an amount equal to one times the sum $318,975.00, which is equal to 9 months’ of the Base Salary your base salary as 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 Separation Date, the Annual Bonus for purposes of this Section 7 shall be the Annual Bonus payable ; and
(b) make a payment each month during the current fiscal year at COBRA Premium Period (as defined below) of any health insurance benefits you were receiving as of 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 a Lineage employee health insurance plan pursuant subject to the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), or similar state law, the Company shall reimburse Employee on ; provided that you timely elect to have such COBRA coverage and you timely pay any required premium payment that you would have had to pay if you were still 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 coveragefull time employee; provided, howeverfurther, that Employee shall notify that, in the Company in writing within five days after he becomes eligible after the Termination Date for event you become covered under another employer’s group health insurance coverageplan during the COBRA Premium Period, if any, through subsequent employment you must immediately notify Company of such event. “COBRA Premium Period” means the period starting on the Separation Date and ending on the earliest to occur of: (i) 9 months following the Separation Date or otherwise and (ii) the Company shall have no further reimbursement obligation after Employee becomes date you become eligible for group health insurance coverage due to subsequent employment or otherwisethrough a new employer. 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. For the avoidance of doubt, Employee Lineage shall not be entitled obligated to make any of the Separation Benefits if payments described above until the expiration of any applicable revocation period with respect to this Agreement Agreement. All compensation payable to you hereunder is terminated (i) due subject to Employee’s death; (ii) by the Company due to Employee’s Inability to Perform; (iii) by the Company for Cause; (iv) by Employee without Good Reason; or (v) by non-renewal by Employee in accordance with Sections 4(b) applicable taxes, deductions and 6(f)withholdings.
Appears in 1 contract
Sources: Separation Agreement (Lineage Cell Therapeutics, Inc.)
Separation Benefits. If Subject to the terms of this Agreement is terminated either by and Executive’s execution of the Company without Cause release of claims in accordance with Section 6(cthe form attached as Exhibit A to this Agreement (the “Release”) within twenty-one (including 21) calendar days following the Company’s Termination Date, and the non-renewal revocation of this Agreement) or by Employee resigning his employment for Good Reason in accordance with Section 6(d)the Release during the seven (7)-day period following execution of the Release, the Company Executive shall have no further obligation be entitled 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”): (a) subject to Employee: (i) an amount equal to one times the sum Executive’s timely election 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 benefits under the Company’s group heath insurance plan pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended 1985 (“COBRA”), or similar state lawExecutive shall receive an amount equal to $7,245.00 (equal to three (3) months of COBRA premiums for medical and dental coverage), paid in a lump sum as soon as practicable after the Company Release becomes effective, but no later than sixty (60) calendar days following the Termination Date; and (b) Executive’s vested stock options as of the Termination Date (as set forth on Schedule I to this Agreement) shall reimburse Employee on a monthly basis remain exercisable for three (3) years following the difference between Termination Date (but no later than the amount Employee pays to effect remaining full term of any such option) in accordance with their terms and continue such coverage using the exercise methodologies available under COBRA the applicable award agreement and the employee contribution amount that active employees of Company’s standard practices (including via “net” exercise methods) as in effect from time to time, subject to Executive’s refraining from engaging in the Company pay for restricted conduct activities described under the same or similar coveragesection entitled “Restricted Conduct” in the applicable award agreement and complying with this Agreement; provided, however, that Employee solely with respect to the non-competition covenant set forth in the equity award agreements, the restricted period shall notify be one (1) month from the Company Termination Date (as opposed to one (1) year). All of the unvested stock options and unvested restricted stock units granted to Executive and the performance stock units granted to Executive in writing within five days after he becomes eligible after 2021, 2022 and 2023, are forfeited in full immediately on the Termination Date for group health insurance coverageno consideration. In addition, if any, through subsequent employment the Executive will be paid or otherwise provided (i) all salary and wages due to Executive with respect to Executive’s services to the Company shall have no further reimbursement obligation after Employee becomes eligible through the Termination Date, paid in accordance with the Company’s normal payroll practices, (ii) vested benefits under Company’s employee benefit plans in which Executive participated as of the Termination Date (including, without limitation, COBRA continuation coverage) in accordance with the terms thereof and any payment elections thereunder, and (iii) payment for group health insurance coverage due his accrued and unused vacation days, to subsequent employment or otherwise. The Separation Pay shall be paid to Employee in a lump sum within 60 days of as soon as practicable following 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. For the avoidance of doubt, Employee shall not be entitled to the Separation Benefits if this Agreement is terminated (i) due to Employee’s death; (ii) by the Company due to Employee’s Inability to Perform; (iii) by the Company for Cause; (iv) by Employee without Good Reason; or (v) by non-renewal by Employee in accordance with Sections 4(b) and 6(f).
Appears in 1 contract
Separation Benefits. 4.1 If this Agreement Employee’s employment is terminated either by the Company without Cause in accordance with for any reason other than for Cause, death or disability and Section 6(c4.2 does not apply, Employee shall be entitled to the following separation benefits:
(a) (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 The Company shall have no further obligation pay, or cause to be paid, to Employee under this Agreement, except within 30 days of 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: Termination Date (i) the full base salary earned by Employee through, but unpaid at, the Termination Date, plus (ii) credit for any vacation earned by Employee but not used at the Termination Date, plus (iii) all other amounts owed by the Company to Employee (other than any bonus payment of any kind) but unpaid as of the Termination Date.
(b) The Company shall pay, or cause to be paid, to Employee (i) in a lump sum not later than thirty (30) days after the Termination Date an amount equal to one times 100% of the sum of (A) Employee’s base annual salary at the Base Salary highest rate in effect at any time during the twelve (12) months immediately before the Termination Date plus the Annual Bonus received by Employee for the fiscal year preceding the Termination Date Date, and (or if Employee was employed B) Employee’s targeted bonus for less than one full fiscal the current year, and (ii) Employee’s bonus for the year prior of termination prorated to the Termination Date, the Annual Bonus for purposes of this Section 7 shall be the Annual Bonus payable during the current fiscal year paid at the target amount provided abovetime such bonus would have been paid if Employee had remained employed to the date of payment and calculated based on achievement of the applicable performance criteria applicable to such bonus payment.
(c) The Company shall provide to Employee for a period of twelve (together, the “Separation Pay”); and (ii12) during the six-month period commencing on months after the Termination Date that Employee is eligible to elect and elects to continue medical and/or dental coverage for himself and his eligible dependents under the Company’s group heath insurance plan pursuant medical and/or dental plans, without any cost to the Consolidated Omnibus Budget Reconciliation Act Employee in excess 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 any employee contribution amount that active employees would be payable by Employee if Employee remained employed by a member of the Company pay for the same or similar coverageCompany; provided, however, that if Employee becomes employed with another employer during such twelve (12)-month period and is eligible to receive medical and/or dental coverage under another employer-provided plan, the medical and/or dental coverage described herein shall notify be secondary to those provided under such other plan.
(d) The restrictions applicable to each share of non-vested restricted stock of B▇▇▇▇ Shoe held by Employee that would have vested within the Company in writing within five days after he becomes eligible after two (2) year period following the Termination Date for group health insurance coverage, if any, through subsequent employment or otherwise and had Employee remained employed by the Company shall lapse as of the Termination Date.
(e) Each non-vested option to purchase B▇▇▇▇ Shoe stock held by Employee that would have no further reimbursement obligation after vested within the two (2) year period following the Termination Date had Employee becomes eligible remained employed by the Company shall vest as of the Termination Date.
(f) The Company shall pay the reasonable costs of outplacement services selected by the Company 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 reasonable period of time following the Termination Date; provided, however, that no Separation Pay such outplacement services shall be paid to Employee unless the Company receives, on or within 55 days provided 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 second calendar year following the month calendar year in which the applicable premiums were paid by Termination Date occurs.
4.2 If Employee. For the avoidance of doubt, Employee shall not be entitled to the Separation Benefits if this Agreement ’s employment is terminated within twenty-four (i24) due to Employee’s death; months after a Change of Control (ii) by the Company due to Employee’s Inability to Perform; (iiix) by the Company for any reason other than for Cause; , death or disability, or (ivy) by Employee without within ninety (90) days after the occurrence of Good Reason, Employee shall be entitled to the following separation benefits in place of, and not in addition to, the benefits set forth in Section 4.1:
(a) The Company shall pay, or cause to be paid, to Employee within 30 days of the Termination Date (i) the full base salary earned by Employee through, but unpaid at, the Termination Date, plus (ii) credit for any vacation earned by Employee but not taken at the Termination Date, plus (iii) all other amounts owed by the Company to Employee (other than any bonus payment of any kind) but unpaid as of the Termination Date.
(b) The Company shall pay, or cause to be paid, to Employee (i) in a lump sum six (6) months after the Termination Date an amount equal to 200% of the sum of (A) Employee’s base annual salary at the highest rate in effect at any time during the twelve (12) months immediately preceding the Termination Date, and (B) Employee’s targeted bonus for the current year; and (ii) Employee’s targeted bonus payment for the year of termination prorated to the Termination Date.
(c) The Company shall provide to Employee for a period of eighteen (18) months after the Termination Date medical and/or dental coverage under the Company’s medical and dental plans, without any cost to Employee in excess of any employee contribution that would be payable by Employee if Employee remained employed by the Company; provided, however, that if Employee becomes employed with another employer during such eighteen (18)-month period and is eligible to receive medical and/or dental coverage under another employer-provided plan, the medical and/or dental coverage described herein shall be secondary to those provided under such other plan. In addition, on the last day of such eighteen (18)-month period, the Company shall pay, or cause to be paid, to Employee an amount in cash equal to the aggregate amount that would be payable by the Company for such medical and/or dental coverage for six (v6) months if Employee remained employed by the Company for such period.
(d) The restrictions applicable to each share of non-renewal vested restricted stock of B▇▇▇▇ Shoe held by Employee shall lapse and be exercisable as of the Termination Date.
(e) Each non-vested option to purchase B▇▇▇▇ Shoe stock held by Employee shall vest and be exercisable as of the Termination Date.
(f) For purposes of determining Employee’s benefit under the Company’s Supplemental Employment Retirement Plan, an additional two (2) years of Credited Service shall be credited to Employee’s actual or deemed Credited Service.
(g) The Company shall pay the reasonable costs of outplacement services selected by the Company for a reasonable period of time following the Termination Date; provided, however, that no such outplacement services shall be provided after the last day of the second calendar year following the calendar year in accordance with which the Termination Date occurs.
4.3 If Employee’s employment is terminated for any reason other than such reasons specified in Sections 4(b4.1 and 4.2, the Company shall pay, or cause to be paid, to Employee within 30 days of the Termination Date (i) the full base salary earned by Employee through, but unpaid at, the Termination Date, plus (ii) credit for any vacation earned by Employee but not taken at the Termination Date, plus (iii) all other amounts owed by the Company to Employee (other than any bonus payment of any kind) but unpaid as of the Termination Date.
4.4 The benefits set forth in Sections 4.1(c) and 6(f)4.2(c) shall run concurrently with any period of continuation coverage to which Employee is entitled under Section 601 of ERISA. Upon Employee’s re-employment during the period specified in each such Section, to the extent covered by the new employer’s plan, coverage under the Company’s plan shall lapse, subject to any continuation of coverage rights under Section 601 of ERISA. Employee’s participation in and/or coverage under all other employee benefit plans, programs or arrangements sponsored or maintained by the Company shall cease effective as of the Termination Date except as otherwise provided in such employee benefit plan, program or arrangement.
Appears in 1 contract
Separation Benefits. If this Agreement is terminated either by (a) Provided that Executive agrees to and accepts the Company without Cause in accordance with Section 6(c) (including the Company’s non-renewal terms of this Agreement) or by Employee resigning , and does not timely revoke his employment for Good Reason acceptance, and further provided that, upon the Separation Date, Executive executes and delivers, and does not timely revoke, a general release in accordance with Section 6(d)the form attached as Exhibit A, the Company Executive 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 receive the following payments and benefits (collectively, the “Separation Benefits”) to Employee: ):
(i) the amount of $244,795, less applicable deductions and withholdings, payable in equal installments and in accordance with the Company’s regular and customary payroll practices, over the period commencing on January 1, 2011 and ending on December 31, 2011 (the “Benefits Period”);
(ii) 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 to Executive for fiscal year 2010 pursuant to the Employment Agreement, calculated based on Executive’s target percentage of 60% of Annual Base Salary and achievement by the Company of its bonus target for such year, such amount to be paid on or about the date on which the Company pays bonuses to other members of the Company’s senior management in respect of such year;
(iii) the amount of $50,000, less applicable deductions and withholdings, payable in one (1) lump sum payment within ten (10) business days following the Separation Date; provided that upon the Separation Date, Executive returns the Company’s automobile to the Company;
(iv) continuation of participation in all welfare and benefits plans during the current fiscal year Benefits Period at the target amount provided abovesame level offered to and enrolled in by the Executive and members of his family prior to commencement of the Transition Period at the expense of the Company until the earlier of (a) (together, expiration of the “Separation Pay”); Benefits Period and (iib) during the six-month period commencing on the Termination Date date that Employee Executive is eligible to elect receive coverage 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 benefits from 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 coveragenew employer; provided, however, that Employee shall notify the Company if Executive is precluded from continuing his participation in writing within five days after he becomes eligible after the Termination Date for group health insurance coverageany such welfare or benefit plan, if any, through subsequent employment or otherwise and then the Company shall have no further reimbursement obligation after Employee becomes eligible pay the economic equivalent of the benefits provided under such plan for group health insurance coverage due to subsequent employment or otherwise. The Separation Pay the period specified above, it being understood that the economic equivalent of a benefit foregone shall be paid deemed to Employee be the cost in a lump sum within 60 days the State of New York that would reasonably be incurred by Executive in obtaining such benefit himself on an individual basis;
(v) utilization of an executive-level outplacement through the end of the Termination Date; provided, however, that no Separation Pay shall be paid to Employee unless Benefits Period with a vendor selected by the Company;
(vi) waiver of objections from the Company receives, on or within 55 days after the Termination Date, an executed regarding Executive’s lawful application to receive unemployment benefits.
(b) Executive agrees and fully effective copy acknowledges that his receipt of the Release (as defined Separation Benefits is subject to and conditioned upon his strict compliance with this Agreement, including without limitation the covenants set forth in Sections 7, 8, 9, 10 and 11 below). Any COBRA reimbursements due under this Section Executive further agrees that, should he fail to comply with any such covenants, the Company, in addition to any other legal or equitable remedies available to it, shall be made by the last day of the month following the month in which the applicable premiums were paid by Employee. For the avoidance of doubt, Employee shall not be entitled to immediately and forever cease payment of the Separation Benefits if Benefits, and to recover any consideration already paid to Executive under this Agreement, including without limitation the Separation Benefits.
(c) Executive agrees and acknowledges that, other than as set forth in this Agreement, Executive is not entitled to and shall not receive any additional compensation, payments or benefits of any kind from the Company, and that no representations or promises to the contrary have been made to Executive. Executive further agrees and acknowledges that the payments and benefits set forth in this Agreement is terminated exceed the consideration to which Executive would otherwise be entitled, and that such payments and benefits constitute good and sufficient consideration for the promises and covenants of Executive set forth herein.
(id) due to Employee’s death; (ii) by Executive agrees and acknowledges that the Company due shall not have an obligation in the future to Employee’s Inability reemploy Executive, or to Perform; (iii) by the Company for Cause; (iv) by Employee without Good Reason; or (v) by non-renewal by Employee in accordance enter into any other business arrangement of any kind with Sections 4(b) and 6(f)Executive.
Appears in 1 contract
Separation Benefits. If this Pursuant to Paragraph 3 of your Change in Control and Severance Agreement is terminated either by (“CIC and Severance Agreement”) that you entered into with the Company without Cause upon hire, and in accordance consideration for your execution of, non-revocation, and compliance with Section 6(c) (this Agreement, including the Company’s non-renewal waiver and release of this Agreement) or by Employee resigning his employment for Good Reason claims in accordance with Section 6(d)5, the Company shall have no further obligation agrees to Employee under this Agreement, except the Company shall provide the Accrued Obligations to Employee in accordance with Section 7(afollowing benefits:
(a) plus the following payments and benefits (collectively, the “Separation Benefits”) to Employee: (i) The Company will pay you an amount equal to one times the sum nine (9) months of the your Base Salary ($318,750), payable in effect immediately before a lump sum, less applicable withholdings, within five (5) business days after the Termination Effective 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 Agreement (as defined in Section 7 shall be the Annual Bonus payable during the current fiscal year at the target amount provided above5(d)).
(b) (together, the “Separation Pay”); and (ii) during the six-month period commencing on the Termination Date Provided that Employee is eligible to elect and elects to continue you enroll for continued healthcare 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 directly pay the COBRA premiums for you and your covered dependents for nine (9) month following the difference between Separation Date. Notwithstanding the amount Employee pays foregoing, (i) if any plan pursuant to effect and continue which such coverage under COBRA and benefits are provided is not, or ceases prior to the employee contribution amount that active employees expiration of the Company pay for period of continuation coverage to be, exempt from the same application of Section 409A of the Code under Treasury Regulation Section 1.409A-1(a)(5), or similar coverage; provided, however, that Employee shall notify (ii) the Company in writing within five days after he becomes eligible after the Termination Date for is otherwise unable to continue to cover you under its group health insurance coverageplans without penalty under applicable law (including without limitation, if anySection 2716 of the Public Health Service Act), through subsequent employment or otherwise and the then, in either case, an amount equal to each remaining Company subsidy 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 thereafter be paid to Employee you in substantially equal monthly installments. After the Company ceases to pay premiums pursuant to this Section 3(b), you may, if eligible, elect to continue healthcare coverage at your expense in accordance the provisions of COBRA.
(c) Outplacement placement assistance through the Company’s provider for a lump sum within 60 days period of the Termination Date; providednine (9) months. The benefits set forth in subsections (a), however(b), that no Separation Pay and (c) above shall be paid collectively referred to Employee unless herein as the “Severance Benefits.” You understand, acknowledge and agree that these Severance Benefits are being provided to you in exchange for your executing, not revoking and complying with this Agreement. You further acknowledge no entitlement to any additional payment or consideration not specifically referenced herein. To become effective, you must execute this Agreement and deliver it to the Company receives, on or within 55 no later than twenty-one (21) 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 date you were paid by Employee. For the avoidance of doubt, Employee shall not be entitled to the Separation Benefits if provided this Agreement is terminated (i) due to Employee’s death; (ii) by the Company due to Employee’s Inability to Perform; (iii) by the Company for Cause; (iv) by Employee without Good Reason; or (v) by non-renewal by Employee and not revoke it in accordance with Sections 4(b) and 6(fSection 5(d).
Appears in 1 contract
Sources: Separation Agreement (Adverum Biotechnologies, Inc.)
Separation Benefits. Upon the Termination Date, the Executive shall be entitled to:
(a) (i) all accrued but unpaid Base Salary through the date of termination of the Executive’s employment, (ii) reimbursement of any unpaid or unreimbursed expenses, (iii) any benefits provided under the Company’s employee benefit plans upon a termination of employment, and (iv) all rights to indemnification and directors and officers liability insurance coverage;
(b) In the event that any Annual Bonus earned based on the Company’s 2021 fiscal year performance remains unpaid, such Annual Bonus, which amount shall be paid in full (without pro-ration) in cash at such time 2021 annual bonuses are paid to other senior executives of the Company, but in no event later than the date that is 21⁄2 months following the last day of the 2021 fiscal year;
(c) In the event that any Annual Bonus is earned based on the Company’s 2022 fiscal year performance, an amount in cash equal to (A) the Annual Bonus otherwise payable to the Executive for 2022, assuming the Executive had remained employed through the applicable payment date (with any subjective goals treated as achieved at not less than target, and without the application of any negative discretion), multiplied by (B) a fraction, the numerator of which is the number of days elapsed from the commencement of such fiscal year through the Termination Date and the denominator of which is 365, which amount shall be paid at such time annual bonuses are paid to other senior executives of the Company, but in no event later than the date that is 21⁄2 months following the last day of the 2022 fiscal year; provided, that, in the event the Company shall make early payment with respect to the portion of the Annual Bonus associated with the first quarter of the 2022 fiscal year, Executive will receive any payment of such portion in full and without pro-ration at such time as bonuses for such quarter are paid to other senior executives of the Company;
(d) An amount equal to two (2) times Base Salary, such amount to be paid in substantially equal payments during the Separation Benefits Term, and payable in accordance with the Company’s regular payroll practices;
(e) Subject to the Executive’s election of COBRA continuation coverage under the Company’s group health plan (including dental), payment, on the first regularly scheduled payroll date of each month during the Separation Benefits Term, of an amount equal to the difference between the monthly COBRA premium cost and the monthly contribution paid by active employees for the same coverage; provided, that the payments described in this clause (e) shall cease earlier than the expiration of the Separation Benefits Term in the event that Executive becomes eligible to receive any health benefits as a result of subsequent employment or service during the Separation Benefits Term;
(f) If this Agreement is terminated either the Termination Date occurs prior to April 15, 2022 as a result of a termination for any reason other than by the Company without for Cause (as defined in accordance with Section 6(c) (including the Company’s non-renewal of this Employment Agreement) or by Employee resigning his employment for Executive other than with Good Reason (as defined in accordance with Section 6(d)the Employment Agreement):
(i) an amount in cash equal to (A) one (1) times Base Salary, multiplied by (B) a fraction, the Company numerator of which is the number of days from the Termination Date through April 15, 2022 and the denominator of which is 365, which amount shall have no further obligation be paid in a lump sum within sixty (60) days following the Termination Date; and
(ii) any time-vesting RSUs that are outstanding and unvested as of the Termination Date and scheduled to Employee under this Agreementvest on or before April 15, except 2022 will become fully vested as of the Company Termination Date; and
(g) the vested options that were granted pursuant to the Initial Grants will remain exercisable for the full 7-year term of such agreements and all other vested options will remain exercisable for thirty (30) months following the Termination Date. Except as provided in clauses (f) and (g) above, all of the Executive’s equity awards not vesting on or before April 15, 2022 shall provide be forfeited as of the Accrued Obligations to Employee in accordance with Section 7(a) plus date hereof. Notwithstanding the following foregoing, the payments and benefits described in clauses (b), (c), (d), (e) and (f) above (collectively, the “Separation Benefits”) to Employee: (i) an amount equal to one times the sum of the Base Salary in effect shall 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 Dateterminate, 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 obligations to subsequent employment or otherwise. The Separation Pay shall be paid to Employee the Executive with respect thereto, in a lump sum the event that the Executive materially breaches Section 4 of this Agreement, which breach, if curable, is not cured 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 five (5) business days after the Termination Date, an executed and fully effective copy delivery of the Release (written notice thereof. Except as defined below). Any COBRA reimbursements due under set forth in this Section 3, Executive shall be made by the last day of the month following the month in which the applicable premiums were paid by Employee. For the avoidance of doubt, Employee shall not be entitled have no further rights to the Separation Benefits if this Agreement is terminated (i) due to Employee’s death; (ii) by the Company due to Employee’s Inability to Perform; (iii) by the Company for Cause; (iv) by Employee without Good Reason; any compensation or (v) by non-renewal by Employee in accordance with Sections 4(b) and 6(f)any other benefits.
Appears in 1 contract
Separation Benefits. If In consideration for signing this Agreement, in full settlement of any compensation and benefits to which you would otherwise be entitled, and in exchange for the promises, covenants, releases, and waivers set forth herein:
a. Provided the Company has received a copy of this Agreement is terminated either signed by you and the seven day revocation period set forth below has expired, you will receive a bonus payment under the ECIP for 2019 based upon your target bonus opportunity of $825,000. The bonus will be paid on or about March 2, 2020. If Nasdaq terminates your employment due to gross misconduct or gross negligence (as determined in Nasdaq's sole discretion), or you voluntarily resign before December 31, 2019, you will not be entitled to any part of the CIP bonus.
b. Provided that you timely elect to continue COBRA coverage, the Company agrees to continue to pay the employer’s share of your medical, dental and vision premiums from January 1, 2020 until June 30, 2021 (“COBRA Reimbursement Period”). You will still be responsible for paying the employee share of the premium, which will be the same contribution paid as an active employee would pay for this coverage, as specified by the plan administrator. During the COBRA Reimbursement Period, you agree to timely pay the Company without Cause in accordance (or the party identified by the Company) your share of the applicable COBRA premium, and that if you stop making such payment your applicable COBRA coverage will cease.
c. If, during the COBRA Reimbursement Period, you begin full-time employment with Section 6(c) (including an employer who provides health insurance benefits for which you are eligible, the Company’s non-renewal obligation under paragraph (b) shall forever cease upon the expiration of the waiting period (if any) for entitlement to insurance coverage through your new employer. You agree to notify the Company in writing within seven (7) days of your commencement of fulltime employment during the COBRA Reimbursement Period. In any event, and notwithstanding any provision to the contrary in this Agreement) or by Employee resigning his employment for Good Reason in accordance with Section 6(d)paragraph, the Company shall have no further obligation to Employee make any payments for COBRA premiums paid for health insurance coverage beyond the expiration of the COBRA Reimbursement Period. Nothing in this Agreement will affect the continuation coverage rules under this AgreementCOBRA, except that the Company’s payment of any applicable insurance premiums during the COBRA Reimbursement Period will be credited as payment by the Company shall provide the Accrued Obligations for purposes of your payment required under COBRA.
d. Unless your employment ends any time before December 31, 2019 due to Employee in accordance with Section 7(a) plus the following payments and benefits (collectivelyyour resignation, the “Separation Benefits”) to Employee: gross misconduct, or gross negligence, you will remain eligible for (i) an amount equal to one times the sum continued vesting and payment 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 Three Year Performance Share Units (or if Employee was employed for less than one full fiscal year prior to the Termination Date“PSU's”) granted on March 31, 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) 2017 (together"2017 Grant"), the “Separation Pay”on March 29, 2018 ("2018 Grant"); , and on April 1, 2019 ("2019 Grant), and (ii) during vesting of the six-month period commencing RSUs granted on August 1, 2017 (“2017 Grant), with accelerated vesting of any unvested RSUs within 60 days from your Retirement Date. To the Termination Date extent this Agreement conflicts with all relevant PSU and RSU Agreements, this Agreement will apply, provided that Employee is eligible to elect the time and elects to continue coverage for himself form of settlement of the PSU's shall be governed by the terms of the applicable award agreement and his eligible dependents under governing plan document. Consistent with the Company’s group heath insurance plan pursuant Nasdaq Equity Plan, in the event a change in control event occurs after your Retirement Date, all unvested awards shall vest immediately, at target, prior to the Consolidated Omnibus Budget Reconciliation Act effective time of 1985such change in control. Upon termination of employment due to death, your Estate shall be entitled to receive accelerated vesting of all unvested equity compensation awarded to you 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 of 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 coveragedate. All other benefits, 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 your estate 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. For the avoidance of doubt, Employee shall not be entitled to the Separation Benefits if this Agreement is terminated (i) due to Employee’s death; (ii) by the Company due to Employee’s Inability to Perform; (iii) by the Company for Cause; (iv) by Employee without Good Reason; or (v) by non-renewal by Employee determined in accordance with Sections 4(bthe plans, policies and practices of the Company in effect at that time.
e. The Company will continue to provide, for a period of 24 months following your Retirement Date, financial and tax services (currently provided by Ayco) and 6(fexecutive physical exams (currently provided by EHE International).
f. If you accept another position with the Company, or materially violate the terms of any employment restrictions noted herein and such violation remains uncured after written notice from the Company, while you are receiving separation payments and benefits under this paragraph, you will not receive any additional separation payments and benefits following your start date in the new position or date of such material violation.
Appears in 1 contract
Sources: Retirement Agreement (Nasdaq, Inc.)
Separation Benefits. If this Agreement is terminated either by As a consequence of the Company without Cause termination of the Executive’s employment as contemplated herein and in accordance with Section 6(c) (including full discharge of the Company’s non-renewal of this Agreement) or by Employee resigning his employment for Good Reason in accordance with Section 6(d)obligations due to the Executive thereunder, the Company shall have no further obligation pay to Employee under the Executive or her heirs or estate, if applicable, subject to the Executive executing this Agreement, except Agreement and executing the Company shall provide Release Agreement attached hereto as Exhibit A (the Accrued Obligations to Employee “Release”) within twenty-one (21) days of the Transition Date and the Release becoming effective and irrevocable in accordance with Section 7(a) plus the following payments and benefits its terms (collectively, the “Separation BenefitsSeverance Amount”) to Employee: ): (i) the Executive’s Annual Base Salary for twelve (12) months following the Transition Date, payable in accordance with the Company’s normal payroll practices; (ii) the Executive’s Average Annual Bonus, payable in lump sum; (iii) an amount equal to one times the sum product of (A) the Base Salary in effect immediately before the Termination Date plus the Highest Annual Bonus received by Employee for the fiscal year preceding the Termination Date and (or if Employee was employed for less than one full fiscal year prior to the Termination DateB) a fraction, the Annual Bonus for purposes numerator of this Section 7 shall be which is the Annual Bonus payable during number of days in the current fiscal year at through the target amount provided above) (togetherTransition Date, and the “Separation Pay”)denominator of which is 365, payable in lump sum; and (iiiv) during a cash payment in lieu of Welfare Benefit Continuation to the six-month period commencing on Executive and her family for twelve (12) months following the Termination Date Transition Date, payable in lump sum. In addition to the foregoing, the Company shall take all necessary action to provide that Employee is eligible to elect and elects to continue coverage for himself and his eligible dependents all of the Executive’s accounts under the Company’s group heath insurance plan pursuant Amended and Restated Deferred Compensation Program shall be fully vested as of the Transition Date. Payments relating to the Consolidated Omnibus Budget Reconciliation Act preceding subsections (i) through (iv) shall commence (or be paid in full, with respect to lump sum payments) on the first regular payroll period that follows the expiration of 1985, as amended the Release Agreement revocation period (the “COBRAPayment Commencement Date”), 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 any payments relating the Company in writing within five days after he becomes eligible preceding subsection (i) for payroll periods occurring after the Termination Transition Date for group health insurance coverageand prior to the Payment Commencement Date shall be made on the Payment Commencement Date, 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 otherwisewithout interest. 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 payments under this Section shall be made by the last day of the month following the month in which the 2 are subject to applicable premiums were paid by Employee. For the avoidance of doubt, Employee shall not be entitled to the Separation Benefits if this Agreement is terminated (i) due to Employee’s death; (ii) by the Company due to Employee’s Inability to Perform; (iii) by the Company for Cause; (iv) by Employee without Good Reason; or (v) by non-renewal by Employee in accordance with Sections 4(b) withholding and 6(f)taxes.
Appears in 1 contract
Sources: Transition Agreement (Hologic Inc)
Separation Benefits. If Provided Executive (i) signs and returns this Agreement and the Consulting Agreement on or before August 2, 2019, and (ii) signs and returns the Additional Release of Claims attached hereto as Attachment B (the “Additional Release”) on but not before the Separation Date (provided, however, that if the Separation Date is terminated either by fewer than twenty-one (21) days following the Company without Cause in accordance with Section 6(cReceipt Date (as defined below), Executive must sign and return the Additional Release no earlier than the Separation Date and no later than the 22nd day after the Receipt Date) (including and does not revoke the Company’s non-renewal of this Agreement) or by Employee resigning his employment for Good Reason in accordance with Section 6(d)Additional Release, the Company shall have no further obligation to Employee under this Agreement, except the Company shall will provide the Accrued Obligations to Employee in accordance Executive with Section 7(a) plus the following payments separation benefits in consideration of Executive’s commitments and benefits obligations set forth in this Agreement and the exhibits and attachments hereto (collectively, the “Separation Benefits”):
▇. ▇▇▇▇▇▇▇▇▇ Pay – Commencing on the Company’s first regularly scheduled payroll date that follows the Additional Release Effective Date (as defined in the Additional Release) to Employee: (ithe “Payment Commencement Date”) and continuing for twelve (12) months, Executive will receive salary continuation payments, in accordance with the Company’s regular payroll practices, in an aggregate amount equal to one times the sum base salary that Executive would have received had he remained employed with the Company between the Separation Date and the date that is twelve (12) months following the Separation Date and continued to receive his current base salary as in effect as 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 Agreement Effective 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) less all applicable taxes and withholdings (together, the “Separation PaySalary Continuation”); 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 should the Company Separation Date occur during the twelve (12) month period following a Corporate Change (as such term was defined in writing within five days after he becomes eligible after Section 2(d) of the Termination Date for group health insurance coverageEmployment Agreement, if anyand such period, through subsequent employment or otherwise the “Protected Period”), Executive will receive, in lieu of the Salary Continuation, 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 one lump sum within 60 days of on 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 Payment Commencement Date, an executed amount equal to the base salary that Executive would have received had he remained employed with the Company between the Separation Date and fully effective copy the date that is eighteen (18) months following the Separation Date and continued to receive his current base salary as in effect as 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 Agreement Effective Date, less all applicable premiums were paid by Employee. For the avoidance of doubt, Employee shall not be entitled to the Separation Benefits if this Agreement is terminated (i) due to Employee’s death; (ii) by the Company due to Employee’s Inability to Perform; (iii) by the Company for Cause; (iv) by Employee without Good Reason; or (v) by non-renewal by Employee in accordance with Sections 4(b) taxes and 6(f)withholdings.
Appears in 1 contract
Sources: Transition, Separation and Release of Claims Agreement (Ocular Therapeutix, Inc)
Separation Benefits. If this Agreement is terminated either by the Company without Cause in In accordance with Section 6(c) of the Employment Agreement and subject to (including the Companyi) Executive’s execution and non-renewal revocation of this Agreement, (ii) or by Employee resigning his employment for Good Reason Executive’s execution and non-revocation of a supplemental release agreement in accordance with Section 6(d)a form substantially similar to the release attached as Exhibit A hereto, to be entered within thirty (30) days following the Separation Date (such supplemental release, the Company shall have no further obligation to Employee under “Supplemental Release”) and (iii) Executive’s continued compliance with the terms of this Agreement and the Employment Agreement, except the Company shall provide the Accrued Obligations Executive will be entitled to Employee in accordance with Section 7(a) plus the following payments and benefits (collectively, the “Separation Severance Benefits”):
a) to Employee: $5,000,000 (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”); , paid in a single lump sum payment, less standard withholding and deductions elected by Executive or required by applicable law, on the first pay period at least eight (8) days after the Company’s receipt of the executed Supplemental Release, provided Executive does not revoke Executive’s acceptance of this Agreement as provided herein and does not revoke the Supplemental Release;
b) As of the Separation Date (i) each share of outstanding restricted stock held by Executive and set forth on Exhibit B (attached hereto), which represents all outstanding equity compensation awards that were intended to constitute performance-based compensation under Section 162(m)(4)(C) of the Internal Revenue Code of 1986, as amended (the “Code”), and that otherwise were scheduled to vest in a year subsequent to fiscal year 2019, shall remain outstanding and fully vest upon satisfaction of the applicable performance requirements underlying such awards notwithstanding any service requirement, and (ii) during each share of outstanding restricted stock held by Executive and set forth on Exhibit C (attached hereto), which represents all outstanding equity compensation awards that are not intended to qualify as performance-based compensation under Section 162(m)(4)(C) of the six-month period commencing on Code, shall become vested in full; and
c) Payment of the Termination Date that Employee is eligible to elect and elects premiums required to continue Executive’s group health care coverage (i.e. medical, dental and vision, to the extent applicable) for himself and his eligible dependents a period of up to eighteen (18) months following the Separation Date, under the Company’s group heath insurance plan pursuant to applicable provisions of the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), or similar state lawprovided that Executive elects to continue and remains eligible for these benefits under COBRA, and does not become eligible for such health coverage through another employer during this period; provided further, that, if Company determines, in its sole discretion, that 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 payment 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 COBRA premiums would result in a lump sum within 60 days violation 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 nondiscrimination rules under Section 105(h) of the Release (as defined below). Any COBRA reimbursements due under Code or of any statute or regulation of similar effect or other adverse tax or legal consequences to Company, then the parties agree to take such reasonable best efforts to reform this Section shall be made by 2(c) in such manner as is necessary as to not violate the last day nondiscrimination rules under Section 105(h) of the month following Code or of any statute or regulation of similar effect or cause such adverse consequences. Notwithstanding anything in this Agreement to the month contrary, nothing in which this Agreement shall prevent Executive from being entitled to any payments in respect of any accrued but unused vacation or paid time off, in each case pursuant to the applicable premiums were paid by Employee. For the avoidance of doubtCompany plan, Employee shall not be entitled to the Separation Benefits if this Agreement is terminated (i) due to Employee’s death; (ii) by the Company due to Employee’s Inability to Perform; (iii) by the Company for Cause; (iv) by Employee without Good Reason; policy or (v) by non-renewal by Employee arrangement as then in accordance with Sections 4(b) and 6(f)effect.
Appears in 1 contract
Sources: Transition and General Release Agreement (Meta Financial Group Inc)
Separation Benefits. If In exchange for the mutual promises set forth in this Agreement, and beginning on the eighth (8th) day following your execution of 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“Effective Date”), the Company shall have no further obligation agrees to Employee under this Agreement, except the Company shall provide the Accrued Obligations to Employee in accordance you with Section 7(a) plus the following payments compensation and benefits (collectively, the “Separation Benefits”):
(a) to Employee: (i) Continuation of bi-weekly payments in 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 $12,230.77 for the fiscal year preceding six (6) month period (through August 12, 2005) immediately following the Termination Date Separation Date, which shall be paid in accordance with the Company’s normal payroll practices;
(or if Employee was employed for less than one full fiscal year prior to b) On the Termination Effective Date, the Annual Bonus for purposes Company will pay to you an amount equal $75,000.00, less customary payroll withholdings, in full satisfaction of your 2004 annual bonus from the Company;
(c) Notwithstanding the terms and provisions of any stock option agreement to the contrary, but subject to Section 3(f) of this Section 7 Agreement, all vested Company stock options held by you as of the Separation Date shall be modified to extend the Annual Bonus payable during exercise period of all such options until the current fiscal year second anniversary following the Separation Date, at which time all unexercised options shall immediately terminate and be forfeited by you. Except as set forth above, all of the target amount provided above) (togetherterms, the “Separation Pay”); rights 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 conditions of the Company’s group heath insurance plan 2000 Employee, Director and Consultant Stock Plan and any stock option agreements executed by you pursuant to the issuance of any stock options under the Plan, are hereby incorporated by reference and shall survive the signing of this Agreement. In addition, pursuant to the Internal Revenue Code, your vested Incentive Stock Options (ISOs) may not be exercised more than three months following your Separation Date, therefore any ISO’s not exercised within this 90 day period will be treated as NQSOs at time of exercise. You acknowledge and agree that following the Separation Date, you shall not have any right to vest in any additional stock options under the Plan, or any Company stock or stock option plan (of whatever name or kind) that you may have participated in or were eligible to participate in during your employment with the Company
(d) By law, and regardless of whether you sign this Agreement, you will have the right to continue your medical and dental insurance pursuant to the provisions of the Consolidated Omnibus Budget Reconciliation Act of 19851985 (COBRA). If COBRA is properly elected, as amended (“COBRA”), or similar state lawand you accept this Agreement, the Company shall reimburse Employee on a monthly basis will pay your COBRA premiums for the difference between six (6) month period (through August 31, 2005) immediately following the amount Employee pays Separation Date. The COBRA qualifying event shall be deemed to effect have occurred on the Separation Date.
(e) You acknowledge and continue such coverage agree that the Separation Benefits are not otherwise due or owing to you under COBRA any employment agreement (oral or written) or Company policy or practice. You also agree that the Separation Benefits to be provided to you are not intended to and do not constitute a severance plan and do not confer a benefit on anyone other than the employee contribution amount that active employees of the Company pay parties. You further acknowledge that, except for the same or similar coverage; providedspecific financial consideration set forth in this Agreement, howeveryour final wages, that Employee shall notify the Company and all other accrued payment obligations in writing within five days after he becomes eligible after the Termination Date for group health insurance coverageconnection with your employment, 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 been paid to Employee you in a lump sum within 60 days of accordance with the Termination Date; providedCompany’s regular payroll practices and applicable law, 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. For the avoidance of doubt, Employee you are not now and shall not in the future be entitled to any other compensation from the Company including, without limitation, other wages, commissions, bonuses, vacation pay, holiday pay, paid time off or any other form of compensation or benefit. You hereby acknowledge receipt of all expense reimbursements due to you in connection with all services performed, and expenses incurred, prior to the Separation Benefits if this Agreement is terminated (i) due to Employee’s death; (ii) by the Company due to Employee’s Inability to Perform; (iii) by the Company for Cause; (iv) by Employee without Good Reason; or (v) by non-renewal by Employee in accordance with Sections 4(b) and 6(f)Date.
Appears in 1 contract
Sources: Separation Agreement (Curagen Corp)
Separation Benefits. If this Agreement is terminated either Upon termination of your employment with Intuit for any reason, you will receive payment for all unpaid salary and vacation accrued to the date of your termination of employment; and your benefits will be continued under Intuit’s then existing benefit plans and policies for so long as provided under the terms of such plans and policies and as required by the Company without Cause in accordance with Section 6(c) (including applicable law. Under certain circumstances and conditioned upon your execution of a release and waiver of claims against the Company’s non-renewal , its officers and directors, you will also be entitled to receive severance benefits as set forth below, but you will not be entitled to any other compensation, award or damages with respect to your employment or termination.
(a) In the event of this Agreementyour Voluntary Termination or Termination for Cause, you will not be entitled to any cash severance benefits or additional vesting of stock options.
(b) In the event of your Involuntary Termination or by Employee resigning his employment for Good Reason in accordance with Section 6(d)Termination without Cause, the Company shall have no further obligation you will be entitled 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 a single lump sum severance payment equal to one times eighteen (18) months of your current annual base salary (less applicable deductions and withholdings) payable within 30 days after the sum effective date of your termination; (ii) a payment equal to the target bonus you would have earned pursuant to Section 3 above during the eighteen (18) months following your termination if you had achieved 100% of the Base Salary in effect immediately before target (less applicable deductions and withholdings) payable within 30 days after the Termination Date plus effective date of your termination; (iii) immediate acceleration of the Annual Bonus received vesting and exercisability of the Option by Employee for that portion of the fiscal year preceding the Termination Date (or if Employee was employed for less than one full fiscal year prior shares subject to the Termination Date, Option that would have vested and become exercisable in the Annual Bonus for purposes eighteen (18) full calendar months following the effective date 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”)such termination; and (iiiv) a one (1) year period following the effective date of your termination in which to exercise the Option to the extent that the Option had vested as of the effective date of your termination, including the portion of the Option that has accelerated in vesting pursuant to this Section 8(b)(iii).
(c) In the event of your Termination for Death or Total Disability, the vesting and exercisability of the Option shall be immediately accelerated by that portion of the shares subject to the Option that would have vested and become exercisable during the six-month period commencing on twelve (12) months following the Termination Date that Employee is eligible date of such termination; and you or your estate will have until one year after the effective date of your death or disability to elect and elects to continue coverage for himself and his eligible dependents under exercise the Company’s group heath insurance plan pursuant Option to the Consolidated Omnibus Budget Reconciliation Act of 1985, extent that it was vested 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 coverageeffective date of your termination; provided, however, that Employee shall notify in 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 event that applicable provisions of the Termination Date; providedIntuit Inc. 1993 Equity Incentive Plan provide for additional acceleration of vesting or a longer exercisability period, however, that no Separation Pay shall be paid to Employee unless such provisions will govern the Company receives, on or within 55 days after the Termination Date, an executed and fully effective copy treatment of the Release Option.
(as defined below). Any COBRA reimbursements due d) If your severance and other benefits provided for in this Section 8 constitute “parachute payments” within the meaning of Section 280G of the Code and, but for this subsection, would be subject to the excise tax imposed by Section 4999 of the Internal Revenue Code, then your severance and other benefits under this Section 8 will be payable, at your election, either in full or in such lesser amount as would result, after taking into account the applicable federal, state and local income taxes and the excise tax imposed by Section 4999, in your receipt on an after-tax basis of the greatest amount of severance and other benefits.
(e) No payments due you hereunder shall be made by the last day of the month following the month in which the applicable premiums were paid by Employee. For the avoidance of doubt, Employee shall not be entitled subject to the Separation Benefits if this Agreement is terminated (i) due to Employee’s death; (ii) by the Company due to Employee’s Inability to Perform; (iii) by the Company for Cause; (iv) by Employee without Good Reason; mitigation or (v) by non-renewal by Employee in accordance with Sections 4(b) and 6(f)offset.
Appears in 1 contract
Sources: Employment Agreement (Intuit Inc)
Separation Benefits. 4.1 If this Agreement Employee’s employment is terminated either (x) by the Company without Cause in accordance with Section 6(cfor any reason other than for Cause, death or disability, or (y) (including the Company’s non-renewal of this Agreement) or by Employee resigning his employment for within ninety (90) days after the occurrence of Good Reason in accordance with Reason, and Section 6(d)4.2 does not apply, Employee shall be entitled to the following separation benefits:
(a) The Company shall have no further obligation pay, or cause to be paid, to Employee under this Agreement, except within 30 days of 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: Termination Date (i) the full base salary earned by Employee through, but unpaid at, the Termination Date, plus (ii) credit for any vacation earned by Employee but not used at the Termination Date, plus (iii) all other amounts owed by the Company to Employee (other than any bonus payment of any kind) but unpaid as of the Termination Date.
(b) The Company shall pay, or cause to be paid, to Employee (i) in a lump sum six (6) months after the Termination Date an amount equal to one times 200% of the sum of (A) Employee’s base annual salary at the Base Salary highest rate in effect at any time during the twelve (12) months immediately before the Termination Date plus the Annual Bonus received by Employee for the fiscal year preceding the Termination Date Date, and (or if Employee was employed B) Employee’s targeted bonus for less than one full fiscal the current year, and (ii) Employee’s targeted bonus payment for the year prior of termination prorated to the Termination Date, the Annual Bonus .
(c) The Company shall provide to Employee for purposes a period of this Section 7 shall be the Annual Bonus payable during the current fiscal year at the target amount provided aboveeighteen (18) (together, the “Separation Pay”); and (ii) during the six-month period commencing on months after the Termination Date that Employee is eligible to elect and elects to continue medical and/or dental coverage for himself and his eligible dependents under the Company’s group heath insurance plan pursuant medical and/or dental plans, without any cost to the Consolidated Omnibus Budget Reconciliation Act Employee in excess 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 any employee contribution amount that active employees would be payable by Employee if Employee remained employed by a member of the Company pay for the same or similar coverageCompany; provided, however, that if Employee becomes employed with another employer during such eighteen (18)-month period and is eligible to receive medical and/or dental coverage under another employer-provided plan, the medical and/or dental coverage described herein shall notify be secondary to those provided under such other plan. In addition, on the last day of such eighteen (18)-month period, the Company shall pay, or cause to be paid, to Employee an amount in writing cash equal to the aggregate amount that would be payable by the Company for such medical and/or dental coverage for six (6) months if Employee remained employed by the Company for such period.
(d) The restrictions applicable to each share of non-vested restricted stock of B▇▇▇▇ Shoe held by Employee that would have vested within five days after he becomes eligible after the two (2) year period following the Termination Date for group health insurance coverage, if any, through subsequent employment or otherwise and had Employee remained employed by the Company shall lapse as of the Termination Date.
(e) Each non-vested option to purchase B▇▇▇▇ Shoe stock held by Employee that would have no further reimbursement obligation after vested within the two (2) year period following the Termination Date had Employee becomes eligible remained employed by the Company shall vest as of the Termination Date.
(f) The Company shall pay the reasonable costs of outplacement services selected by the Company 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 reasonable period of time following the Termination Date; provided, however, that no Separation Pay such outplacement services shall be paid to Employee unless the Company receives, on or within 55 days provided 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 second calendar year following the month calendar year in which the applicable premiums were paid by Termination Date occurs.
4.2 If Employee. For the avoidance of doubt, Employee shall not be entitled to the Separation Benefits if this Agreement ’s employment is terminated within twenty-four (i24) due to Employee’s death; months after a Change of Control (ii) by the Company due to Employee’s Inability to Perform; (iiix) by the Company for any reason other than for Cause; , death or disability, or (ivy) by Employee without within ninety (90) days after the occurrence of Good Reason, Employee shall be entitled to the following separation benefits in place of, and not in addition to, the benefits set forth in Section 4.1:
(a) The Company shall pay, or cause to be paid, to Employee within 30 days of the Termination Date (i) the full base salary earned by Employee through, but unpaid at, the Termination Date, plus (ii) credit for any vacation earned by Employee but not taken at the Termination Date, plus (iii) all other amounts owed by the Company to Employee (other than any bonus payment of any kind) but unpaid as of the Termination Date.
(b) The Company shall pay, or cause to be paid, to Employee (i) in a lump sum six (6) months after the Termination Date an amount equal to 300% of the sum of (A) Employee’s base annual salary at the highest rate in effect at any time during the twelve (12) months immediately preceding the Termination Date, and (B) Employee’s targeted bonus for the current year; and (ii) Employee’s targeted bonus payment for the year of termination prorated to the Termination Date.
(c) The Company shall provide to Employee for a period of eighteen (18) months after the Termination Date medical and/or dental coverage under the Company’s medical and dental plans, without any cost to Employee in excess of any employee contribution that would be payable by Employee if Employee remained employed by the Company; provided, however, that if Employee becomes employed with another employer during such eighteen (18)-month period and is eligible to receive medical and/or dental coverage under another employer-provided plan, the medical and/or dental coverage described herein shall be secondary to those provided under such other plan. In addition, on the last day of such eighteen (18)-month period, the Company shall pay, or cause to be paid, to Employee an amount in cash equal to the aggregate amount that would be payable by the Company for such medical and/or dental coverage for eighteen (v18) months if Employee remained employed by the Company for such period.
(d) The restrictions applicable to each share of non-renewal vested restricted stock of B▇▇▇▇ Shoe held by Employee shall lapse and be exercisable as of the Termination Date.
(e) Each non-vested option to purchase B▇▇▇▇ Shoe stock held by Employee shall vest and be exercisable as of the Termination Date.
(f) For purposes of determining Employee’s benefit under the Company’s Supplemental Employment Retirement Plan, an additional three (3) years of Credited Service shall be credited to Employee’s actual or deemed Credited Service.
(g) The Company shall pay the reasonable costs of outplacement services selected by the Company for a reasonable period of time following the Termination Date; provided, however, that no such outplacement services shall be provided after the last day of the second calendar year following the calendar year in accordance with which the Termination Date occurs.
4.3 If Employee’s employment is terminated for any reason other than such reasons specified in Sections 4(b4.1 and 4.2, the Company shall pay, or cause to be paid, to Employee within 30 days of the Termination Date (i) the full base salary earned by Employee through, but unpaid at, the Termination Date, plus (ii) credit for any vacation earned by Employee but not taken at the Termination Date, plus (iii) all other amounts owed by the Company to Employee (other than any bonus payment of any kind) but unpaid as of the Termination Date.
4.4 The benefits set forth in Sections 4.1(c) and 6(f)4.2(c) shall run concurrently with any period of continuation coverage to which Employee is entitled under Section 601 of ERISA. Upon Employee’s re-employment during the period specified in each such Section, to the extent covered by the new employer’s plan, coverage under the Company’s plan shall lapse, subject to any continuation of coverage rights under Section 601 of ERISA. Employee’s participation in and/or coverage under all other employee benefit plans, programs or arrangements sponsored or maintained by the Company shall cease effective as of the Termination Date except as otherwise provided in such employee benefit plan, program or arrangement.
Appears in 1 contract
Separation Benefits. If this Agreement is terminated either by the Company without Cause in accordance with Section 6(c5(c) (including the Company’s non-renewal of this Agreement) or by Employee Executive resigning his employment for Good Reason in accordance with Section 6(d5(d), the Company shall have no further obligation to Employee Executive under this Agreement, except the Company shall provide the Accrued Obligations to Employee Executive in accordance with Section 7(a6(a) plus the following payments and benefits (collectively, the “Separation Benefits”) to EmployeeExecutive: (i) an amount equal to one times the Applicable Multiple (defined below) of the sum of the (x) Base Salary (at the highest rate in effect immediately before during the 12 month period preceding the Termination Date) plus (y) Target Bonus, which will be paid ratably over 18 months following the Termination Date plus on the Annual Bonus received by Employee for Company’s regularly scheduled payroll dates; (ii) accelerated vesting of the fiscal year preceding next unvested tranche, if any, of the Time Award portion of the Sign-On Equity Award (with the remainder of the unvested Time Award shares or units forfeited immediately); (iii) accelerated or continued vesting of the Performance Award portion of the Sign-On Equity Award, such that (A) with respect to the aTSR Award, (I) any time-vesting component shall be deemed achieved as of the Termination Date (or as if Employee was employed Executive had remained in employment for less than one full fiscal year prior to the 12 month period immediately following the Termination Date, with any portion of the Annual Bonus aTSR Award that would vest as a result of such deemed additional employment being vested immediately, and any portion of the aTSR Award that would be unable to vest after giving effect to such additional deemed service being forfeited immediately, and (II) the aTSR Award shares or units that have not vested or been forfeited after application of the immediately preceding clause shall remain outstanding for purposes the lesser of this Section 7 (i) the 24 month period immediately following the Termination Date or (ii) through the last day of the stated performance period, and shall vest or be forfeited to the extent the applicable performance criteria are achieved (or not achieved) during the applicable post-termination period, and (B) with respect to the rTSR Award, (I) the total number of shares or units subject to the rTSR Award shall be pro-rated, such that (A) a total of one-third (1/3rd) of the Annual Bonus payable during total shares or units originally subject to the current fiscal rTSR Award shall remain outstanding if the Termination Date is less than one year from the Effective Date (with the remaining rTSR Award shares or units forfeited immediately), (B) a total of two-thirds (2/3rds) of the total shares or units originally subject to the rTSR Award shall remain outstanding if the Termination Date occurs one year or more but less than two years from the Effective Date (with the remaining rTSR Award shares or units forfeited immediately), or (C) all of the shares or units originally subject to the rTSR Award shall remain outstanding if the Termination Date occurs two years or more from the Effective Date, and (II) the rTSR Award shares or units that remain outstanding after application of the immediately preceding clause shall vest or be forfeited at the target amount provided above) (together, end of the “Separation Pay”)performance period based on the level of achievement of the applicable performance criteria; and (iiiv) during the sixeighteen-month period commencing on the Termination Date Date, provided that Employee Executive is eligible to elect and elects to continue coverage for himself and his eligible dependents under the Company’s group heath health insurance plan pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), or similar state law, the Company shall reimburse Employee Executive on a monthly basis for the difference between the amount Employee pays to effect and continue continuation of 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 Executive 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 Executive becomes eligible for group health insurance coverage due to subsequent employment employment. Except as provided below, any reimbursements due under this Section shall be made in the month following the month to which the applicable premiums relate. The “Applicable Multiple” shall mean (i) 200%, if the Termination Date occurs less than one year from the Effective Date, (ii) 175%, if the Termination Date occurs one year or otherwisemore but less than two years from the Effective Date, or (iii) 150%, if the Termination Date occurs two years or more from the Effective Date. The Separation Pay Benefits 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 or provided only if 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 Notwithstanding anything in this Section to the contrary, any Separation Benefits due prior to the date on which the Company receives an executed and fully effective Release (as defined below) shall be made by accumulated and paid in a single lump sum on the last day of next regularly scheduled payroll date after the month following the month in which the applicable premiums were paid by EmployeeRelease becomes effective and irrevocable. For the avoidance of doubt, Employee Executive shall not be entitled to the Separation Benefits if this Agreement is terminated (i) due to EmployeeExecutive’s death; (ii) by the Company due to EmployeeExecutive’s Inability to Perform; (iii) by the Company for Cause; (iv) by Employee Executive without Good Reason; or (v) by non-renewal by Employee Executive in accordance with Sections 4(b3(b) and 6(f5(f).
Appears in 1 contract
Sources: Executive Employment Agreement (Intrepid Potash, Inc.)
Separation Benefits. If this Agreement is terminated either by the Company terminates Executive’s employment without Cause Cause, or Executive terminates his employment by reason of a Constructive Termination (defined in Section 12(d) below), and provided there has not been a Change of Control (defined in Section 12(b) below), and provided further that Executive signs the General Release provided in Exhibit B (the “Release”) within 21 days following such termination and such Release becomes effective after the application of any revocation period, Executive shall be entitled to the following separation benefits:
(a) a cash payment to be paid in accordance with Section 6(c) (including the Company’s non-renewal 11 of this Agreement) or by Employee resigning his employment for Good Reason in accordance with Section 6(d), Agreement equal to 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: aggregate of:
(i) an amount equal to one times the sum year of the Executive’s then current 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”)Salary; and and
(ii) during the six-month period commencing on amount of bonuses received by Executive under STIP (or any successor cash incentive program) for the Termination Date that Employee is eligible last STIP periods totaling 12 months preceding the termination date;
(b) Upon Executive’s timely election to elect and elects to continue receive continued health care 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 Internal Revenue Code Section 4980B (“COBRA”), or similar state law, Executive shall be provided with continued coverage under the Company shall reimburse Employee on a monthly basis Company’s group health plan at the Company’s expense for the difference between benefit of Executive and his eligible dependents until the amount Employee pays earlier to effect occur of (a) the expiration of the twelve (12)-month period measured from Executive’s termination date or (b) the first date on which Executive and continue such his eligible dependents are covered under another employer’s health benefit program without exclusion for any pre-existing medical condition. Any additional healthcare coverage to which Executive and his dependents may be entitled under COBRA and following the employee contribution amount that active employees period 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 such continued coverage due to subsequent employment or otherwise. The Separation Pay shall be paid to Employee at Executive’s and/or his dependents’ sole cost and expense; and
(c) Acceleration in a lump sum within 60 days vesting by 18 months of the Termination Date; provided, however, all equity awards (options and restricted stock units) that no are outstanding and unvested as of Executive’s 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 from Service (as defined in Section 12(e) below)) and twelve (12) months from Executive’s Separation from Service to exercise all options that are outstanding as of the Separation from Service, or the remaining term of the option, whichever is shorter. Any COBRA reimbursements due under this Section After giving effect to the foregoing acceleration in vesting, all equity grants that are unvested as of the date of Separation from Service shall be made by the last day of the month following the month in which the applicable premiums were paid by Employee. For the avoidance of doubt, Employee shall not be entitled to the Separation Benefits if this Agreement is terminated (i) due to Employee’s death; (ii) by the Company due to Employee’s Inability to Perform; (iii) by the Company for Cause; (iv) by Employee without Good Reason; or (v) by non-renewal by Employee in accordance with Sections 4(b) and 6(f)immediately cancelled.
Appears in 1 contract
Separation Benefits. If In exchange for the mutual covenants set forth in this Agreement, and your non-revocation of this Agreement is terminated either by the Company without Cause (as defined 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(d7, herein), the Company shall have no further obligation agrees to Employee under this Agreement, except provide you with the Company shall provide the Accrued Obligations following: (a) Payment equivalent to Employee in accordance with Section 7(anine (9) plus the following payments and benefits months (collectively, the “Separation BenefitsSeverance Period”) 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 your gross base salary, and your annual target bonus prorated through your Separation 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) less all applicable federal, state, local and other employment-related deductions (together, the “Separation Pay”); . The salary portion of your Separation Pay will be paid in accordance with the Company’s
(b) By law, and (ii) during regardless of whether you sign this Agreement, you will have the six-month period commencing on the Termination Date that Employee is eligible to elect and elects right to continue coverage for himself your medical, dental and his eligible dependents under the Company’s group heath vision insurance plan pursuant to the provisions of the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended 1985 (“COBRA”), or similar state law, . The COBRA qualifying event shall be deemed to have occurred on 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 Separation Date. Upon completion of the appropriate COBRA forms and your execution of this Agreement, and subject to all the requirements of COBRA, you (and your covered dependents, if applicable) will be allowed to continue participation in the Company’s health, dental and vision insurance plans. The Company will continue to pay for its portion of the same or similar coverage; providedpremium costs of coverage through the Severance Period in accordance with the terms of your Offer Letter (the Company’s payment of such portion of the premium costs, however“Separation Benefits”). If eligible, that Employee shall notify the Company in writing within five days after he becomes eligible after the Termination expiration of the Severance Period you may continue to participate in the Company’s health, dental and vision insurance plans by paying the full COBRA premium for such coverage. All other employee benefits shall cease as of the Separation Date.
(c) On your Separation Date, you will become fully vested in any and all equity awards that would have vested during the twelve (12) month period from your Separation Date (“Equity Acceleration”). You acknowledge and agree that you will only receive the Equity Acceleration in exchange 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 otherwiseyour execution of this Agreement. The Separation Pay Pay, Separation Benefits, and Equity Acceleration shall hereinafter be paid referred to Employee in a lump sum within 60 days of as 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. For the avoidance of doubt, Employee shall not be entitled to the Separation Benefits if this Agreement is terminated (i) due to Employee’s death; (ii) by the Company due to Employee’s Inability to Perform; (iii) by the Company for Cause; (iv) by Employee without Good Reason; or (v) by non-renewal by Employee in accordance with Sections 4(b) and 6(f)“Consideration.”
Appears in 1 contract
Sources: Separation and Release Agreement (Theseus Pharmaceuticals, Inc.)
Separation Benefits. If this Agreement is terminated either by the Company without Cause in accordance with Subject to 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(d7(a), the Company Employer shall have no further obligation pay or provide 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”), in each case less applicable withholding taxes and other required items:
(a) Pursuant to Section 4(d)(i) of the Employment Agreement, the Employer shall continue to pay Employee: ’s Base Salary (ias defined in the Employment Agreement and payable at a rate of $460,000 per year) in accordance with the Employer’s general payroll practices (in effect from time to time) for a period commencing on the Separation Date and ending on the first anniversary thereof;
(b) Pursuant to Section 4(d)(ii) of the Employment Agreement, the Employer shall pay Employee an amount equal to one times $368,000, which is his Target Bonus (as defined in the sum Employment Agreement) for the year ended December 31, 2016 (regardless of Company performance), on the same date Employer pays the 2016 annual bonus to other Tampa based employees (but in no event prior to January 1, or after March 31, 2017).
(c) Pursuant to Section 4(d)(iii) 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 Employment Agreement, if Employee was employed makes a timely election 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 continuation coverage for himself and his eligible dependents under the Company’s group heath insurance plan pursuant to the Consolidated Omnibus Budget Reconciliation Act of 19851985 (“COBRA”) with respect to the group health plans provided to Employee as of the Separation Date (the “Welfare Plans), the Employer shall pay that portion of the COBRA premium that it pays for other senior executive employees with the same coverage for the shorter of (i) twelve (12) months and (ii) the period that Employee is eligible for COBRA continuation coverage;
(d) Pursuant to Section 4(d)(iv) of the Employment Agreement, with respect to the stock options (the “2011 Options”) granted pursuant to those certain Stock Option Agreements by and between the Employee and the Company, dated April 6, 2011 and July 1, 2011, as amended (the “COBRA2011 Stock Option Agreements”), or similar state lawgranted under the 2011 Equity Incentive Plan of Syniverse Corporation, as amended (the “2011 Equity Plan”), notwithstanding anything to the contrary in the 2011 Option Agreements, the Company 2011 Options shall reimburse not expire until the 181st day following the Separation Date and if the Separation Date occurs within the 180-day period immediately prior to the consummation of a Change in Control (as defined in the Employment Agreement), than any portion of the 2011 Options that has not otherwise theretofore become vested and exercisable shall automatically become vested and exercisable as of the date of the Change in Control (subject to the consummation of such Change in Control):
(e) Pursuant to Section 4(d)(v) of the Employment Agreement, with respect to the restricted stock granted pursuant to that certain Restricted Stock Award Agreement by and between 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 Company dated as of August 16, 2013 (the “Restricted Shares”), and such agreement the “Stock Award Agreement”), notwithstanding anything to the contrary in the Stock Award Agreement, one hundred percent (100%) of the Restricted Shares not otherwise vested shall automatically become vested on the Separation Date;
(f) Pursuant to Section 4(d)(vi) of the Employment Agreement, with respect to the stock option granted pursuant to that certain Stock Option Agreement by and between Employee and the Company, dated as of May 20, 2015, granted under the 2011 Equity Plan (the “2015 Option” and such agreement, the “2015 Option Agreement”), notwithstanding anything to the contrary in the 2015 Option Agreement, (i) fifty percent (50%) of the 2015 Option shall automatically become vested and exercisable (to the extent not otherwise then exercisable) on the Separation Date, and (ii) the 2015 Option shall not expire until the 181st day following the Separation Date and if the Separation Date occurs within the 180-day period immediately prior to the consummation of a Change in Control, than any portion of the 2015 Option that has not otherwise theretofore become vested and exercisable shall automatically become vested and exercisable as of the date of the Change in Control (subject to the consummation of such Change in Control); and
(g) Pursuant to Section 4(d)(vii) of the Employment Agreement, with respect to the restricted stock units granted pursuant to that certain Restricted Stock Unit Award Agreement by and between Employee and the Company pay dated as of May 20, 2015, granted under the 2011 Equity Plan (the “RSUs” and such agreement, the “RSU Agreement”), notwithstanding anything to the contrary in the RSU Agreement, (i) seventy five percent (75%) of the RSUs shall automatically become vested (to the extent not otherwise vested) on the Separation Date and shall be settled in accordance with their terms, and (ii) the RSUs not otherwise vested shall not be forfeited and remain outstanding until the 181st days following the Separation Date and (A) if the Separation Date occurs within the 180-day period immediately prior to the consummation of a Change in Control, then any portion of the RSUs that have not otherwise theretofore become vested shall automatically become vested as of the date of the consummation of the Change in Control (subject to the consummation of such Change in Control), and (B) if the Separation Date does not occur within the 180-day period immediately prior to the consummation of a Change in Control, then any portion of the RSUs that have not otherwise theretofore become vested shall be automatically forfeited by Employee for no consideration on the same or similar coverage181st day following the date of termination of Executive’s employment; provided, however, that the continuation of such salary and benefits, any right to acceleration of vesting and exercisability of the 2015 Options and any right to the acceleration of vesting of Restricted Shares and RSUs shall cease on the occurrence of any circumstance or event that would constitute Cause under Section 8 of the Employment Agreement (including any material breach of the covenants contained in Section 5 or Section 6 of the Employment Agreement); provided, further, that Employee’s eligibility to participate in the Welfare Plans shall cease at such time as Employee shall notify is offered comparable coverage with a subsequent employer. Without limiting Section 7, Employee acknowledges that any payments and benefits under Section 4 of the Company Employment Agreement (which the Parties acknowledge and agree are described in writing within five days after he becomes eligible after full in this Section 2) resulting from a termination of his employment with Employer are in lieu of any and all claims (including, without limitation, any claims for severance) that Employee may have against the Termination Date for group health insurance coverageCompany, the Employer and their affiliates (other than (A) benefits under the Company’s employee benefit plans that by their terms survive termination of employment (B) benefits under COBRA, (C) rights with respect to unreimbursed business expenses, 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 pursuant to subsequent employment or otherwise. The Separation Pay shall be paid to Employee in a lump sum within 60 days Section 3(d) of the Termination Date; providedEmployment Agreement, however, that no Separation Pay shall be paid (D) rights to Employee unless the Company receives, on or within 55 days after the Termination Date, an executed and fully effective copy indemnification under certain indemnification arrangements for officers of the Release Company, and (as defined below). Any COBRA reimbursements due under this E) rights with respect to indemnification and insurance pursuant to Section shall be made by the last day 24 of the month following the month in which the applicable premiums were paid by Employee. For the avoidance of doubtEmployment Agreement), Employee shall and represent liquidated damages (and not be entitled to the Separation Benefits if this Agreement is terminated (i) due to Employee’s death; (ii) by the Company due to Employee’s Inability to Perform; (iii) by the Company for Cause; (iv) by Employee without Good Reason; or (v) by non-renewal by Employee in accordance with Sections 4(b) and 6(fa penalty).
Appears in 1 contract
Separation Benefits. If this Agreement (a) The parties hereto agree that Executive shall resign his employment with the Company on the Resignation Date for Good Reason, if he is terminated either then employed by the Company without Cause in accordance with Section 6(c) (including Company, and shall receive the benefits to which he is entitled to receive upon such resignation under the terms of the Company’s severance pay arrangements in which Executive is a party or in which he participates, including, but not limited to the Transatlantic Holdings, Inc. Executive Severance Plan (the “Severance Plan”) and the severance provisions of any outstanding equity award agreements, all as modified by this Agreement. For avoidance of doubt, upon the Resignation Date, Executive shall be deemed to have resigned for Good Reason under the Severance Plan and Executive shall be entitled to the benefits payable under the Severance Plan upon a termination with Good Reason, including, but not limited to, the following benefits under the Severance Plan (subject to the terms and conditions set forth in the Severance Plan, as modified by this Agreement, including the restrictive covenants and provisions regarding duplication of benefits described therein and releases provided by the RRCA) and the RRCA shall supersede any other such agreement, or agreements, between the Company and Executive with respect to the subject matter addressed by the RRCA: (i) accrued wages and expense reimbursements; (ii) severance pay installments in the aggregate amount of $6,131,250, taking into consideration Executive’s 30-month Severance Period (as defined in the Severance Plan); (iii) additional vesting during the Severance Period and other enhanced terms under the Company’s equity compensation plans and programs, including the Partners Plan and Senior Partners Plan; (iv) continued health coverage and participation in the Company’s retiree health benefits; (v) additional non-renewal qualified pension credits; and (vi) continued life insurance and participation in the Company’s retiree life benefits. Executive shall also be entitled to the benefits set forth in Section 2(c), subject to compliance with his obligations under Sections 2(c) and 2(d). The parties further agree that the provisions of this AgreementSection 3(a) shall apply upon the closing of any transaction that constitutes a “Change in Control” as defined in the Company’s 2009 Long-Term Equity Incentive Plan that occurs on or by Employee resigning his employment before the Resignation Date (“Change in Control”) and that for purposes of any such transaction, the closing date of such transaction shall be treated as Executive’s Resignation Date.
(b) The parties hereto further agree that, notwithstanding any terms of the Severance Plan or any other severance arrangement of the Company to the contrary, upon the Resignation Date Executive shall be deemed to have resigned for Good Reason in accordance with Section 6(d)the Severance Plan, the Company shall have no further obligation to Employee under this Agreementin either case without any affirmative action on his part. In particular, 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, extent that the Annual Bonus for purposes of this Section 7 shall be Severance Plan or other severance arrangement requires 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 Executive 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 thirty (30) days after he becomes eligible (or other specific time period) after the Termination Date initial occurrence of the event or events giving rise to a resignation for group health insurance coverageGood Reason, if any, through subsequent employment or otherwise and requires the Executive to provide the Company shall with specific details of the events that Executive believes constitute Good Reason, and permits the Company to have a 30-day period to cure after receipt of Executive’s written notice of resignation for Good Reason; the Company hereby waives any and all rights that it may have to such notice or to cure such event or to challenge Executive’s entitlement to receive any benefits provided under the terms of the Severance Plan or other severance arrangement on account of any of the items previously enumerated, so long as Executive’s resignation for Good Reason occurs no further reimbursement obligation after Employee becomes eligible for group health insurance coverage due to subsequent employment or otherwiselater than the Resignation Date. The Separation Pay parties hereto further agree that upon the Resignation Date, Executive will be deemed to have resigned for Good Reason pursuant to the terms of any terms of any outstanding equity award agreement as of the Resignation Date. The parties further agree that the provisions of this Section 3(b) shall apply upon the closing of any transaction that constitutes a Change in Control that occurs on or before the Resignation Date, so long as Executive continues to serve the Company through such closing date.
(c) If Executive continues to serve the Company through the Resignation Date or his employment is terminated without Cause prior to such date, Executive shall be paid entitled to Employee exercise any of his vested stock options until the expiration of their maximum terms as specified in a lump sum within 60 days Executive’s stock option agreements, not taking into consideration any prior termination of the Termination Date; provided, however, that no Separation Pay shall be paid to Employee unless employment with the Company receivesand his Restricted Stock Units, on Performance Restricted Stock Units and stock options will be treated no less favorably than the most favorable basis applicable in the case of a resignation with Good Reason or within 55 days after a Retirement under 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 Severance Plan and/or the applicable premiums were paid by Employeeequity award agreements or plans. For the avoidance sake of doubtclarity, Employee (a) Retirement for this purpose means a Retirement at or after age 65 for which purpose Executive’s age shall not be entitled deemed to be his age after taking into account any age and service credits provided under the Separation Benefits if this Agreement is terminated terms of the Severance Plan and (ib) due to Employee’s death; (ii) by the Company due to Employee’s Inability to Perform; (iii) by the Company for Cause; (iv) by Employee without Good Reason; or (v) by non-renewal by Employee term “vested stock options” shall include options that vest in accordance with Sections 4(bSection IV(C) of the Severance Plan. The parties further agree that the provisions of this Section 3(c) shall apply upon the closing of any transaction that constitutes a Change in Control that occurs on or before the Resignation Date, so long as Executive continues to serve the Company through such closing date.
(d) If Executive’s employment is terminated without Cause prior to the Resignation Date, Executive will receive the same entitlements and 6(fbe subject to the same conditions and restrictions under this Agreement as if he had worked through the Resignation Date and his employment then terminated with Good Reason on such date (including, without limitation, treatment of his equity awards).
Appears in 1 contract
Sources: Executive Transition Agreement (Transatlantic Holdings Inc)
Separation Benefits. If a. Provided that Employee does not revoke this Agreement is terminated either by the Company without Cause as provided 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)1 above, the Company shall have no further obligation provide 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 amounts and benefits (collectively, at the “Separation Benefits”) to Employee: times specified:
(i) an amount A lump sum payment in cash 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$704,167.00, the Annual Bonus for purposes of this Section 7 which shall be paid, less applicable withholdings, on the Annual Bonus payable during first Company payroll date in January 2018 that occurs after the current fiscal year at the target amount provided above) (together, the “Separation Pay”); and Effective Date.
(ii) during Provided Employee properly elects continued group health plan benefits under Part 6 of Subtitle B of Title I of 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 Retirement Income Security Act of 19851974, as amended (“COBRA”), or similar state law, the Company monthly COBRA premiums shall reimburse Employee on a monthly basis for the difference between equal the amount Employee pays to effect and continue would have paid each month for 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 plan coverage had 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 remained actively employed by the last day of the month following the month in which the applicable premiums were paid by EmployeeCompany. For the avoidance of doubt, Employee’s COBRA continuation period shall end upon the earlier of (a) when Employee becomes covered under another employer’s group health plan, and (b) the expiration of the maximum COBRA continuation coverage period for which Employee is eligible under COBRA.
(iii) A non-prorated bonus under the Annual Incentive Program (“AIP”) for the AIP performance period ending December 31, 2017 in an amount equal to two hundred percent (200%) of Employee’s Base Salary in effect on the Separation Date. Such non-prorated AIP bonus shall be paid in cash, less applicable withholdings, on the first Company payroll date in January 2018 that occurs after the Effective Date. Employee hereby agrees and acknowledges that Employee will not be entitled to any other payments from the Company, including but not limited to any payment for any bonus, incentive, and/or other similar plan of the Company, including but not limited to the Management Incentive Plan and/or any other incentive or bonus program of the Company. Employee further hereby acknowledges payment by separate check a lump sum payment, less any and all statutory deductions, for all earned but unused vacation pay accrued by Employee as of the Separation Benefits Date pursuant to Company policy. Notwithstanding the foregoing, to the extent not theretofore paid or provided, the Company shall pay or provide, or cause to be paid or provided, to Employee all amounts or benefits required to be paid or provided or which Employee is eligible to receive under Company plans, programs or agreements, including equity award agreements or Company retirement plans, in each case in accordance with the terms and normal procedures of each such plan, program or agreement and based on accrued and vested benefits through the Separation Date, and this Agreement does not amend or alter the terms and conditions of, or otherwise terminate any rights of Employee (if any) under any of the Company’s retirement plans in effect as of the Separation Date. Employee’s eligibility to make contributions to the Company’s 401(k) plan and the Company’s matching obligations under such plans, if any, will cease as of the Separation Date.
b. Employee’s rights with respect to long-term incentive benefits, including without limitation restricted stock, restricted stock units or rights under the Company’s long-term incentive and other share-based compensation plans shall be governed in accordance with the terms of such plans, and this Agreement shall not serve to amend such plans or alter Employee’s or the Company’s rights or obligations under such plans. Notwithstanding the foregoing, all Employee’s unvested stock options shall fully vest upon the Separation Date and shall be exercisable until December 31, 2018 and shall expire at 11:59 p.m. on such date; and Employee shall be granted additional nonqualified stock options, fully vested on the Separation Date, to purchase 125,000 shares of the Company’s common stock at an exercise price of $61.33, which additional options for 125,000 shares shall be exercisable until December 31, 2018 and shall expire at 11:59 p.m. on such date.
c. The payment and provision of any payments and/or benefits provided herein shall be contingent upon Employee’s compliance with the covenants set forth in this Agreement. Any breach of the covenants set forth in this Agreement will cause Employee to forfeit any right to continued payment or provision set forth in this Agreement regardless of the amount provided or paid prior to the date of the breach. Employee will not be entitled to any of the payments and/or benefits provided herein until the occurrence of each of the following: (i) this Agreement is terminated (i) due to Employee’s deathfully executed by the Parties hereto; (ii) by the Company due to Employee’s Inability to Perform; this Agreement becomes effective as provided in Section 1, above, and (iii) by Employee maintains confidence with the Company for Cause; (iv) by Employee without Good Reason; or (v) by non-renewal by Employee covenant contained in accordance with Sections 4(b) and 6(f)Section 7 of the Employment Agreement.
Appears in 1 contract
Separation Benefits. If this Agreement is terminated either by In connection with the Company without Cause in accordance with Section 6(c) (including the CompanyExecutive’s non-renewal resignation of this Agreement) or by Employee resigning his employment for Good Reason in accordance with Section 6(d)employment, the Company shall have no further obligation has agreed to Employee under this Agreement, except the Company shall provide the Accrued Obligations Executive with the amounts set forth in this Section 2 and—subject to Employee the Executive’s timely execution, delivery, and failure to revoke this Release, and subject further to the Executive’s continued compliance with the obligations described in accordance with Section 7(a) plus Sections 11 and 12 of this Release—the following payments and benefits benefits, all as set forth in the Employment Agreement and subject to the terms and conditions set forth therein:
a. $270,000.00, as a cash severance payment, payable in equal monthly installments over the nine (collectively9) month period following the date of the Executive’s resignation in accordance with the Company’s regular payroll practices, except that the first installment will be paid on the Company’s regular payroll on June 29, 2018 and shall include payment of any amounts that would otherwise be due prior thereto; and
b. subject to the Executive’s timely election, and the availability, of COBRA continuation coverage, a monthly payment on the Executive’s behalf equal to $2,358.72 for COBRA continuation coverage for nine (9) months following the Executive’s resignation, which amount is equal to the monthly amount provided under Section 6(b)(ii) of the Employment Agreement for COBRA Assistance, except that the first installment will be paid on the Executive’s behalf on the 60th day following the Executive’s resignation and shall include payment of any amounts that would otherwise be due prior thereto, and provided further, however, that if at any time the Company determines that the COBRA Assistance would result in a violation of the non-discrimination rules under Code Section 105(h)(2) or any other applicable laws, statute, or regulation of similar effect (including, but not limited to, the “Separation Benefits”) to Employee: 2010 Patient Protection and Affordable Care Act, as amended), then in lieu of providing the COBRA Assistance, the Company will instead pay the Executive fully taxable cash payments equal to, and paid at the same time as, the COBRA Assistance that would have otherwise been paid. Without limiting the generality of anything contained in this Release, the Executive expressly agrees and acknowledges that (i) an amount equal to one times the sum all of the Base Salary in Executive’s outstanding unvested stock option awards are immediately terminated and of no further force and effect immediately before as of 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 date of this Section 7 shall be the Annual Bonus payable during the current fiscal year at the target amount provided above) (togetherRelease, the “Separation Pay”); and (ii) during all of 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 CompanyExecutive’s group heath insurance plan pursuant outstanding vested stock option awards shall be subject 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 terms and continue such coverage under COBRA and the employee contribution amount that active employees conditions 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 applicable plan document 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. For the avoidance of doubt, Employee shall not be entitled to the Separation Benefits if this Agreement is terminated (i) due to Employee’s death; (ii) by the Company due to Employee’s Inability to Perform; (iii) by the Company for Cause; (iv) by Employee without Good Reason; or (v) by non-renewal by Employee in accordance with Sections 4(b) and 6(f)stock option award agreements.
Appears in 1 contract
Sources: General Release (Altimmune, Inc.)
Separation Benefits. If this Agreement is terminated either by on or within 21 calendar days following your Separation Date, you sign, and do not revoke, the Company without Cause release of claims in accordance with Section 6(c) the form set forth on Exhibit A hereto (including the Company’s non-renewal of this Agreement) or by Employee resigning his employment for Good Reason in accordance with Section 6(d“Release”), 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 you will receive the following payments and benefits (collectively, the “Separation Benefits”) to Employee: (i) an amount ):
a. a cash payment equal to one times the sum $162,500 (representing 6 months 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”your base salary), 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 10 business days following the effective date of the Termination Release; provided that if such payment could be made in more than one taxable year, payment shall be made in the later taxable year;
b. a cash payment equal to the prorated (to the Separation Date) portion of the amount you would have received under the Company’s Corporate Incentive Plan for Fiscal Year 2013, based on the Company’s actual performance as determined by the Company’s Compensation Committee in its discretion on the same basis as for the Company’s remaining executive officers at fiscal year-end; providedprovided that you will be deemed to have satisfied all applicable personal performance requirements; provided further that such payment shall not exceed your prorated annual target bonus for the current fiscal year (which, howeverfor a Separation Date on December 31, that no Separation Pay 2012, would be $119,167), less your mid-year payout, if any, and shall be paid no later than March 15, 2013;
c. so long as you timely elect (and remain eligible for) health benefits continuation pursuant to Employee unless COBRA, payment by the Company receives, of your applicable premiums (including spouse or family coverage if you had such coverage on or within 55 days after the Termination Separation Date) for such continuation coverage under COBRA (payable as and when such payments become due) during the period commencing on the Separation Date and ending on the earlier to occur of (i) six months following the Separation Date, an executed and fully effective copy of (ii) the Release date on which you and your covered dependents, if any, become eligible for health insurance coverage through another employer; provided that the Company may elect to pay a lump sum in cash equal to six times the monthly premium (as defined belowin effect on the Separation Date). Any COBRA reimbursements due under this Section , which shall be made paid on the same date as the payment pursuant to clause (a) above;
d. reasonable outplacement and career continuation services by a firm to be selected by the last day of the month Company for up to three months following the month Separation Date, if you elect to participate in which the applicable premiums were paid such services;
e. accelerated vesting by Employee. For six months of your Company stock options (for the avoidance of doubt, Employee meaning that 250,000 option shares, which have an exercise price of $0.71 per share, shall not be entitled become vested on the effective date of the Release); and
f. if the Company hires a new Chief Financial Officer and ends the Transition Period prior to December 31, 2012, and subject to your continued compliance with the Separation Benefits if this Inventions Agreement is terminated (as defined below) during the Transition Period, the Company shall provide to you the following: (i) due a lump sum payment equal to Employee’s deaththe amount of salary you would have received if you had remained employed with the Company from the Separation Date until December 31, 2012, payable on the same date as the lump sum payment under clause (a) above; (ii) by accelerated vesting of your stock options as if your employment had continued until December 31, 2012 (for avoidance of doubt, in addition to the Company due to Employee’s Inability to Performsix months of accelerated vesting under clause (e) above); (iii) by the Company for Causeprorated portion of your bonus under clause (b) above shall be calculated as if your Separation Date had been December 31, 2012; and (iv) an additional number of months of COBRA reimbursements under clause (c) above representing the number of months (if any) you are not covered by Employee without Good Reason; or (v) the Company’s health plan from the Separation Date until December 31, 2012. All amounts referenced in this Section 2 and elsewhere in this Agreement shall be subject to any required tax withholding by non-renewal by Employee in accordance with Sections 4(b) and 6(f).the Company. All references herein to
Appears in 1 contract
Separation Benefits. If this Agreement is terminated either In consideration for Executive’s agreement to be bound by the Company without Cause in accordance with Section 6(c) (including the Company’s non-renewal terms of this Agreement) or by Employee resigning his employment for Good Reason , including but not limited to the release of claims in accordance Section 4, but subject to Executive’s material compliance with Section 6(d)7, including Section 7(f) regarding the return of Company property, the Company shall have no further obligation agrees to Employee under this Agreement, except the Company shall provide the Accrued Obligations to Employee in accordance Executive with Section 7(a) plus the following payments and Separation benefits (collectively, the “Separation Benefits”) to Employee: ):
a. A lump-sum cash severance payment of $1,184,455 (representing the sum of (i) an amount equal to one times eighteen (18) months’ base salary based on the sum base salary rate in effect on the Separation Date ($1,040,753), plus (ii) Executive’s prorated target bonus for the portion of the Base Salary in effect immediately before the Termination Date plus the Annual Bonus received by Employee for the fiscal calendar year preceding the Termination Date (or if Employee was employed for less than one full fiscal year that has expired prior to the Termination Separation Date ($143,702), payable in a lump-sum sixty (60) days following the Separation Date.
b. For the period beginning on the Separation Date and ending on the date which is eighteen (18) full months following the Separation Date (or, if earlier, the Annual Bonus for purposes date on which the applicable continuation period under COBRA expires or the date Executive becomes eligible to receive the equivalent or increased healthcare coverage by means of this Section 7 shall be the Annual Bonus payable during the current fiscal year at the target amount provided abovesubsequent employment) (togethersuch period, the “Separation PayCOBRA Coverage Period”); 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 , if Executive and his eligible dependents who were covered under the Company’s group heath health insurance plan pursuant plans as of the Separation Date elect to the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), or similar state lawhave COBRA coverage and are eligible for such coverage, the Company shall pay for or reimburse Employee Executive on a monthly basis for an amount equal to (i) the difference between monthly premium Executive is required to pay for continuation coverage pursuant to COBRA for Executive and his eligible dependents who were covered under the Company’s health plans as of the Separation Date (calculated by reference to the premium as of the Separation Date) less (ii) the amount Employee pays Executive would have had to pay to receive group health coverage for Executive and his covered dependents based on the cost sharing levels in effect and continue on the Separation Date. Executive shall be solely responsible for all matters relating to continuation of coverage pursuant to COBRA, including, without limitation, the election of such coverage under COBRA and the employee contribution amount that active employees timely payment of the Company pay for the same or similar coverage; provided, however, that Employee premiums. Executive shall notify the Company in writing within five days after he immediately if Executive becomes eligible after to receive the Termination equivalent or increased healthcare coverage by means of subsequent employment.
(i) Pursuant to that certain Restricted Stock Agreement effective as of April 2, 2020, between Parent and Executive (the “Restricted Stock Agreement”), Executive was issued an aggregate of 195,201 shares of the common stock of Parent, of which 65,067 shares remain unvested and subject to forfeiture as of the Separation Date for group health insurance coverage(the “Unvested Shares”), as listed on Exhibit A. Absent the occurrence of the Effective Date, on the Separation Date, all of the Unvested Shares would be forfeited in accordance with the terms of the Restricted Stock Agreement. Subject to the occurrence of the Effective Date, all of the Unvested Shares will continue to vest in accordance with the vesting schedule set forth in the Restricted Stock Agreement notwithstanding Executive’s termination of employment (or, if anyearlier, through subsequent upon the occurrence of a Change in Control (as such term is defined in Parent’s 2021 Incentive Award Plan (the “2021 Plan”) following the Effective Date), and therefore shall remain subject to all terms provided in the Restricted Stock Agreement except as specifically modified herein.
(ii) Executive acknowledges that, as of the Separation Date, he holds an aggregate of 749,569 stock options (the “Options”) granted to him by Parent, as listed on Exhibit A attached hereto. As of the Separation Date, 303,626 of Executive’s outstanding Options are vested and 445,943 of Executive’s outstanding Options are unvested (“Unvested Options”). Executive’s vested Options shall remain subject to the terms of the stock option agreements pursuant to which such Options were granted. Notwithstanding the foregoing, subject to the occurrence of the Effective Date, all of the Unvested Options will continue to vest, and therefore shall also remain subject to the terms of the stock option agreements pursuant to which such Options were granted except as specifically modified herein, in accordance with the existing vesting schedule(s) set forth in the applicable stock option agreement(s) pursuant to which such Unvested Options were granted notwithstanding Executive’s termination of employment (or, if earlier, upon the occurrence of a Change in Control following the Effective Date); provided, that any Options that are scheduled to vest on or otherwise following the date that is thirty-six (36) months following the Separation Date in accordance with such existing vesting schedule(s) will vest on February 11, 2025; provided, further, that Executive shall be able to exercise any vested Options until the date that is thirty-six (36) months following the Separation Date.
(iii) Executive acknowledges that, as of the Separation Date, he holds an aggregate of 83,243 restricted stock units (the “RSUs”) granted to him by Parent, as listed on Exhibit A attached hereto. Subject to the occurrence of the Effective Date, all of the RSUs will continue to vest in accordance with the existing vesting schedule(s) set forth in the applicable RSU agreement(s) pursuant to which such RSUs were granted notwithstanding Executive’s termination of employment (or, if earlier, upon the occurrence of a Change in Control following the Effective Date); provided, that any RSUs that are scheduled to vest on or following February 11, 2023 in accordance with such existing vesting schedule(s) will vest on such date. For the sake of clarity, except as specifically modified herein, (a) the RSUs shall remain subject to the terms of the applicable RSU agreement(s) and (b) any Shares held by Executive as a result of the settlement of RSUs shall not be subject to forfeiture or cancellation.
(iv) The parties acknowledge and agree that Executive continues to hold equity in Zentera and Parent, and that this Agreement, and the Company occurrence of the Separation Date, shall have no further reimbursement obligation after Employee becomes eligible for group health insurance coverage due effect on such Zentera equity nor the Parent equity (other than the Unvested Shares, Options and RSUs), which shall continue to subsequent employment be governed by the terms of the agreements pursuant to which such Zentera equity or otherwiseParent equity was issued, except as specifically stated herein or above with respect to the Unvested Shares, Options and RSUs. The Separation Pay Benefits shall be paid the exclusive severance benefits to Employee in a lump sum within 60 days which Executive is entitled, unless Executive has breached the material provisions of the Termination Date; providedthis Agreement, 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 Employeecase Section 7(g) shall apply. For the avoidance of doubt, Employee shall Executive understands that Executive will not be entitled to the Separation Benefits if under this Agreement if the Effective Date does not occur on or before the date that is terminated fifty-five (i55) due days following the Separation Date, or in the event Executive materially breaches the terms of this Agreement, provided the Company shall notify Executive of any allegation of breach and provide the Executive a reasonable period of time (not to Employee’s death; exceed thirty (ii30) days) to cure any such alleged breach to the reasonable satisfaction of the Company (if capable of cure, as determined by the Company Board in good faith). Executive acknowledges that, other than the compensation set forth in Section 2 above paid to him as provided therein and the Separation Benefits set forth in this Section 3, he has or will have received all wages, accrued but unused vacation or paid time off, and other benefits due him as a result of his employment or service with and termination from the Company. No amount herein is subject to Employee’s Inability reduction or mitigation except as specifically provided for herein. Executive shall be promptly provided with reimbursement of his reasonable legal fees incurred in the negotiation and finalization of this Agreement upon submission of evidence of same, with the aggregate reimbursement not to Perform; (iii) by the Company for Cause; (iv) by Employee without Good Reason; or (v) by non-renewal by Employee in accordance with Sections 4(b) and 6(f)exceed $10,000.
Appears in 1 contract
Separation Benefits. If Executive executes this Separation Agreement is terminated either by the Company without Cause in accordance with Section 6(c) (including and returns it to the Company’s non-renewal General Counsel no later than August 28, 2019, and does not subsequently revoke his acceptance of this AgreementAgreement as set forth in paragraph 14 below, Executive will be provided the following benefits:
(a) payment of $1,500,000.00, less applicable taxes and withholding, payable in 24 substantially equal installments over a period of 12 months, with the first payment being due on the next regularly scheduled payday for employees following the expiration of the revocation period set forth in paragraph 14 below, and each subsequent payment being made on the next following regularly scheduled payday for employees.
(b) payment of all accrued but unused vacation, with the payment being due on the next regularly scheduled payday for employees following the expiration of the revocation period set forth in paragraph 14 below.
(c) the vesting and delivery of 120,000 Company shares, less applicable taxes and withholding (all other unvested Company shares to which Executive may otherwise be entitled under any agreement or by Employee resigning his employment plan shall be forfeited and lapse);
(d) for Good Reason in accordance with Section 6(d)the period beginning on first day of the month after the Date of Termination and ending on the date that is 18 months after the Date of Termination, 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 reimburse Executive 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 premiums 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 Executive pays pursuant to the Consolidated Omnibus Budget Reconciliation Act of 19851985 and/or sections 601 through 608 of the Employee Retirement Income Security Act of 1974 (collectively, as amended (“COBRA”) to continue coverage in the health, dental and vision insurance plans sponsored by Company in which Executive and Executive’s dependents participated immediately prior to the Date of Termination (each such premium being a “COBRA Premium”), 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 order to receive a COBRA Premium reimbursement, Executive must timely elect COBRA continuation coverage, if any, through subsequent employment or otherwise pay the applicable COBRA Premium and provide Company with evidence satisfactory to Company of Executive’s having paid 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 COBRA Premium within 60 30 days of the Termination Datehaving paid such COBRA Premium; provided, further, however, that no Separation Pay COBRA Premium reimbursement shall be paid to Employee unless payable if such reimbursement results in the imposition of sanctions against the Company receives, on or within 55 days after the Termination Date, an executed and fully effective copy any member of the Release (as defined below)Company Group pursuant to Section 2716 of the Public Health Service Act and the related regulations and guidance promulgated thereunder. Any Each COBRA reimbursements due under this Section Premium reimbursement shall be made provided to Executive by the last day Company within 30 days of its receipt of such evidence of the month following COBRA Premium payment. Executive agrees and understands that the month in which the applicable premiums were payment of any COBRA Premium will remain Executive’s sole responsibility;
(e) reimbursement of expenses paid by EmployeeExecutive to BKD LLP for preparation of Executive’s 2019 and 2020 income tax returns; and
(f) reimbursement of legal fees paid by Executive in connection with his legal counsel’s review of this Agreement. For the avoidance of doubt, Employee shall Executive agrees that he is not be entitled to any further wages, compensation, equity, reimbursements, accrued but unused paid time off, or bonuses from the Separation Benefits if this Agreement is terminated (i) due to Employee’s death; (ii) by the Company due to Employee’s Inability to Perform; (iii) by the Company for Cause; (iv) by Employee without Good Reason; or (v) by non-renewal by Employee in accordance with Sections 4(b) and 6(f)Company.
Appears in 1 contract
Sources: Separation Agreement (Quintana Energy Services Inc.)
Separation Benefits. If this Agreement is Provided that you continue to perform your duties through the Separation Date and are not terminated either by for Cause (as defined below) prior to 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)Separation Date, the Company shall have no further obligation to Employee under this Agreement, except the Company shall provide the Accrued Obligations to Employee in accordance you with Section 7(a) plus the following payments special separation benefits (collectively, “Separation Benefits”):
a. You will continue to receive your base salary through the Separation Date (“Salary Continuation”);
b. The Company will pay you a separation payment in the amount of $400,000, which is the equivalent of one year of base salary, and benefits a lump sum cash payment of $300,000, which is the equivalent for your target annual bonus for fiscal year 2018, and a lump sum cash payment of $240,000, which is in lieu of your incentive compensation bonus for fiscal year 2017 (collectively, the “Separation BenefitsPayment”) ). The Separation Payment is payable within 30 business days after your Separation Date and will be subject to Employee: (i) an amount equal to one times applicable tax withholding;
c. The Company will pay you a lump sum cash payment of $22,700, which is the sum equivalent of the Base Salary in effect immediately before value of twelve (12) months’ premium for continuation of coverage under the Termination Marvell Semiconductor Medical, Dental and Vision Plans for you and your dependents (“COBRA Lump Sum”). You are not required to elect continuation of coverage to receive this benefit. The COBRA Lump Sum is payable within 30 business days after your Separation 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 and will subject to the Termination Date, the Annual Bonus for applicable tax withholding.
d. For purposes of this Section 7 shall be 3, “Cause” means : (A) an act of material dishonesty in connection with your job responsibilities; (B) conviction of, or plea of nolo contendere to, a felony or any crime involving fraud, embezzlement or moral turpitude; (C) gross misconduct; (D) willful unauthorized use or disclosure of any proprietary information or trade secrets of the Annual Bonus payable during the current fiscal year at the target amount provided above) Company or Marvell Technology Group Ltd. (together, the “Separation PayMarvell”); and (iiE) during willful breach of any obligations under any written agreement with the six-month period commencing on Company or Marvell that is not cured within 10 days after your receipt of written notice from the Termination Date that Employee is eligible Company specifying the breach; (F) willful refusal to elect and elects to continue coverage for himself and his eligible dependents under cooperate in good faith with a governmental or internal investigation of the Company’s group heath insurance plan pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”)Marvell or their directors, officers or similar state lawemployees, if 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. For the avoidance of doubt, Employee shall not be entitled to the Separation Benefits if this Agreement is terminated (i) due to Employee’s death; (ii) by the Company due to Employee’s Inability to Perform; (iii) by the Company for Cause; (iv) by Employee without Good Reason; or (v) by non-renewal by Employee in accordance with Sections 4(b) and 6(f)Marvell has requested your cooperation.
Appears in 1 contract
Sources: Separation Agreement (Marvell Technology Group LTD)
Separation Benefits. If this Agreement a. In connection with the separation of Executive, Executive shall be entitled to receive and the Employer shall pay Executive the following amounts on the following terms and conditions:
(i) (A) all earned and unpaid and/or vested, nonforfeitable amounts owing or accrued at the Date of Separation (including any earned but unpaid base salary, vacation, and any annual cash bonus that is terminated either earned by Executive but unpaid as of the Date of Separation for any fiscal year completed on or prior to the Date of Separation) under any compensation and benefit plans, programs, and arrangements of the Company without Cause and its Affiliates in which Executive participated, with all such amounts payable in accordance with Section 6(cthe terms and conditions of such compensation and benefit plans, programs, and arrangements (and agreements and documents thereunder) pursuant to which such compensation and benefits were granted or accrued (including and for the Company’s non-renewal avoidance of doubt, this Agreementclause (i) or shall not override any provisions for payment in any nonqualified deferred compensation arrangement in which Executive participated, including, without limitation, that certain Amended and Restated Executive Supplemental Retirement Agreement dated as of December 31, 2012, which benefits are vested); and (B) reimbursement for any unreimbursed business expenses properly incurred by Employee resigning his employment for Good Reason Executive in accordance with Section 6(d)the Employer’s policy prior to the Date of Separation, the Company shall have no further obligation to Employee under this Agreement, except the Company shall provide the Accrued Obligations to Employee with all such amounts payable in accordance with Section 7(athe terms of applicable policy and in any event within thirty (30) plus days of the Date of Separation;
(ii) an extraordinary cash payment approved by the Compensation Committee of the Board in the amount of $400,000 (gross), payable in a lump sum within five (5) days of the Date of Separation;
(iii) subject to (A) Executive’s execution, delivery and non-revocation of the general release and waiver of claims against the Company and its Affiliates in a form attached hereto as Exhibit A, so long as such release becoming irrevocable before the 60th day following payments and benefits the Date of Separation (collectively, the “Separation BenefitsRelease”), and Executive’s compliance with the terms thereof; and (B) continued compliance by Executive with the restrictive covenants to Employeewhich Executive is otherwise bound, Executive shall be entitled to receive from the Employer, and Employer shall pay to Executive:
(1) a cash separation payment equal to (x) the sum of: (iI) Executive’s annual rate of base salary, as in effect immediately prior to the Date of Separation and (II) an amount equal to one times Executive’s annual cash bonus that would otherwise be due in respect of the Employer’s fiscal year in which the Date of Separation occurs pursuant to the annual cash bonus plan in which the Executive participated prior to the Date of Separation (the “Bonus Plan”), calculated assuming such annual cash bonus would be paid at the rate at which Executive would be entitled if the target threshold under the applicable annual cash bonus plan were to be achieved in respect of such year, (y) with the sum of (I) and (II) divided by twelve (12) to arrive at a monthly amount (the Base Salary in effect immediately before “Monthly Separation Payment”), and (z) with the Termination Date plus amount of the Annual Bonus received Monthly Separation Payment multiplied by Employee for fifteen (15) (the fiscal year preceding the Termination Date fifteen (or if Employee was employed for less than one full fiscal year prior 15) Monthly Separation Payments, together adding 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) (togetheraggregate payment, the “Separation PayPayment”); and with the Monthly Separation Payments payable pursuant to normal payroll practices of the Company from the Date of Separation through the fifteenth (ii15th) during month anniversary of the six-month period commencing Date of Separation (such fifteen (15)-month period, the “Separation Period”); provided, that no such installments shall commence being paid until the first payroll date of the Company on or next following the Termination Date first day on which the Release becomes irrevocable; provided, however, that Employee is eligible to elect and elects to continue coverage for himself and his eligible dependents under any installment(s) of the Company’s group heath insurance plan Separation Payment that could otherwise have been paid pursuant to the foregoing if the Release had been irrevocable on the Date of Separation shall be paid with the first installment paid to Executive as provided in this clause (1); provided, further, however, that consistent with Section 5, if such payment commencement date could potentially occur in either of two (2) calendar years (depending on when the Release becomes irrevocable within the sixty (60)-day period referenced above), the Separation Payment shall commence as of the first payroll date of the Company occurring in the second calendar year after the date the Release becomes irrevocable; provided, however, that such payment shall be in lieu of any other severance or separation benefits to which Executive might otherwise be entitled, except for vested retirement benefits or as may be required by applicable law;
(2) an amount equal to the portion of the monthly insurance premium payments with respect to group health, dental and vision insurance benefits (“group health benefits”) in which Executive (and his/her dependents) were enrolled immediately prior to the Date of Separation, payable to Executive or credited to the payment of premiums for Employer group health benefits in equal monthly installments at the same time as the payments under clause (1) above are made, and continuing until the earlier to occur of (x) fifteen (15) months from the first day of the calendar month following the calendar month in which the Date of Separation occurs, and (y) the date on which Executive commences to be eligible for health insurance coverage from any subsequent employer or other source (the “Benefits Continuation Period”), for which Executive and his/her dependents is responsible to pay to receive such group health insurance coverage under Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), in excess of the amount that Executive is responsible to pay at the active employee rate for the group health benefits in which she/he and his/her dependents participated as of the Date of Separation and elect(s) to continue under COBRA during the Benefits Continuation Period (such that Executive will only be responsible to pay the active employee rate for benefits continued under COBRA during the Benefits Continuation Period); and
(3) if not already exercised and/or otherwise disposed of at the Date of Separation:
(A) Executive shall be entitled to exercise his/her vested options to purchase Visant Holding Corp. Class A common stock (the “Common Stock”) granted to Executive under the 2005 form of stock option agreement(s) issued by the Company pursuant to the Third Amended and Restated 2004 Stock Option Plan for Key Employees of Visant Holding Corp. and Subsidiaries (or similar state lawthe predecessor thereof) through a net settlement exercise (i.e., pursuant to which Executive’s payment of the exercise price and minimum withholding taxes due in connection with the exercise will be paid by shares of Common Stock underlying such options that otherwise would be issued as a result of the exercise, based on the fair market value of such shares at the time (as determined under such stock option agreement(s) and the Third Amended and Restated 2004 Stock Option Plan for Key Employees of Visant Holding Corp. and Subsidiaries (the “Fair Market Value”) and the most recently available third party valuation of the Common Stock obtained by Visant)) effective as of the Date of Separation. The resulting net number of shares of the Common Stock will be subject to a holding period by the Executive for six (6) months and two (2) days from issuance to the Executive (the day following the end of the hold period, the Company “date of repurchase”), at which date Executive shall reimburse Employee on a monthly basis for tender to Visant, and Visant shall repurchase, the difference between shares at the amount Employee pays to effect and continue such coverage under COBRA and the employee contribution amount that active employees Fair Market Value of the Company pay for shares as of the same date of repurchase based on the most recently available third party valuation of the Common Stock obtained by Visant.
(B) In addition, any shares of Common Stock owned by Executive at the Date of Separation (other than those pursuant to clause (3)(A) directly above) will be valued as of the Date of Separation equal to the Fair Market Value based on the most recently available third party valuation of the Common Stock obtained by Visant, and tendered by Executive to Visant, which will repurchase from Executive all such shares of Common Stock owned by Executive at the Date of Separation and remit to Executive, in cash, the proceeds thereof payable as a lump sum equal to the product of (i) the number of shares of Common Stock owned by Executive and repurchased by Visant, multiplied by (ii) such Fair Market Value of a share of the Common Stock, within ten (10) days from the Release becoming irrevocable; and
(iv) Following the Date of Separation, except as set forth in this Section 2 or similar coverage; providedany amount earned under Section 7 and in respect of any vested retirement benefits, 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 Executive shall have no further reimbursement obligation after Employee becomes eligible for group health insurance coverage due rights to subsequent employment any other compensation 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 benefits 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. For the avoidance of doubtAgreement or any other benefit plan, Employee shall not be entitled to the Separation Benefits if this Agreement is terminated (i) due to Employee’s death; (ii) severance or separation plan or arrangement maintained by the Company due to Employee’s Inability to Perform; (iii) by the Company for Cause; (iv) by Employee without Good Reason; or (v) by non-renewal by Employee in accordance with Sections 4(b) and 6(f)any of its Affiliates.
Appears in 1 contract
Sources: Separation Agreement (Visant Corp)
Separation Benefits. If In consideration of the Executive’s execution of this Agreement is terminated either by the Company without Cause and Executive’s promises hereunder and Executive’s full and timely performance of all Executive’s promises and obligations 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 including continued cooperation in the Company shall management transition and productive work for ASB until the Separation Date, as well as the releases and promises provided below, ASB agrees to provide to Executive the Accrued Obligations to Employee in accordance with Section 7(a) plus the following payments separation pay and other benefits described below (collectively, the “Separation Benefits”) ). Executive acknowledges that the Separation Benefits are not otherwise due and owing to Employee: (i) an amount equal to one times Executive and are provided solely in consideration of Executive’s execution of and compliance with the terms of this Agreement.
a. ASB shall pay Executive the total 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 Five Million Dollars (or if Employee was employed for less than one full fiscal year prior to the Termination Date$5,000,000.00), the Annual Bonus for purposes fifty (50) percent of this Section 7 which shall be the Annual Bonus payable during the current fiscal year at the target amount provided aboveattributable as general damages and reported on IRS Form 1099 and fifty (50) percent of which shall be attributable as wages and reported on IRS Form W-2, and corresponding Hawaii tax forms, less applicable legally required taxes and authorized deductions (together, the “Separation Pay”); and (ii) during , payable no later than May 14, 2021.
b. In addition to the six-month period commencing on the Termination Date Separation Pay, ASB/HEI or its affiliated charitable foundation agrees to match charitable donations that Employee is eligible to elect and elects to continue coverage for himself Executive and his eligible dependents under spouse, ▇▇▇▇▇▇ ▇▇▇▇▇▇, make to recognized charitable causes they have actively supported at the Companyrate of two dollars ($2.00) for every one dollar ($1.00) contributed by Executive and his spouse, for a period of two (2) years following the Separation Date, up to a maximum of One Million Dollars ($1,000,000.00) total contributed by ASB/HEI or its affiliated charitable foundation, provided such charitable donations are consistent with ASB/HEI’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 its affiliated charitable foundation’s historical custom and continue such coverage under COBRA and the employee contribution amount practice governing charitable donations. Executive agrees that active employees of the Company pay for the same ASB/HEI 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 its affiliated charitable foundation shall have no further reimbursement obligation after Employee becomes eligible for group health insurance coverage due the right to subsequent employment or otherwise. The Separation Pay shall be paid object and decline to Employee in contribute to any charity to which they would not otherwise make a lump sum within 60 days of the Termination Date; providedcontribution, 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. For the avoidance of doubt, Employee however such objection shall not be unreasonable.
c. Executive hereby waives and agrees that he shall not receive any benefit or compensation under any of the compensatory or benefit plans maintained by ASB/HEI or their respective affiliates (other than as set forth in Section 2(a) or in this Section 2(c)), including, without limitation, any accrued or unused vacation or paid time off plan or policy of ASB, any worker’s compensation or other disability plan or program of ASB, and any short- or long-term incentive plans or other compensatory or similar programs of ASB/HEI, including any stock-based plans or programs. Executive shall be entitled to any vested retirement or 401(k) benefit, but shall cease as of the Separation Benefits if Date to be entitled to any further compensation, consideration or benefits other than as outlined in this Agreement is terminated (i) due to Employee’s death; (ii) by the Company due to Employee’s Inability to Perform; (iii) by the Company for Cause; (iv) by Employee without Good Reason; or (v) by non-renewal by Employee in accordance with Sections 4(b) and 6(f)Section 2.
Appears in 1 contract
Sources: Executive Separation and Release Agreement (Hawaiian Electric Co Inc)
Separation Benefits. 4.1 If this Agreement Employee’s employment is terminated either by the Company without Cause in accordance with for any reason other than for Cause, death or disability and Section 6(c4.2 does not apply, Employee shall be entitled to the following separation benefits:
(a) (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 The Company shall have no further obligation pay, or cause to be paid, to Employee under this Agreement, except within 30 days of 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: Termination Date (i) the full base salary earned by Employee through, but unpaid at, the Termination Date, plus (ii) credit for any vacation earned by Employee but not used at the Termination Date, plus (iii) all other amounts owed by the Company to Employee (other than any bonus payment of any kind) but unpaid as of the Termination Date.
(b) The Company shall pay, or cause to be paid, to Employee (i) in a lump sum not later than thirty (30) days after the Termination Date an amount equal to one times 200% of the sum of (A) Employee’s base annual salary at the Base Salary highest rate in effect at any time during the twelve (12) months immediately before the Termination Date plus the Annual Bonus received by Employee for the fiscal year preceding the Termination Date Date, and (or if Employee was employed B) Employee’s targeted bonus for less than one full fiscal the current year, and (ii) Employee’s bonus for the year prior of termination prorated to the Termination Date, the Annual Bonus for purposes of this Section 7 shall be the Annual Bonus payable during the current fiscal year paid at the target amount provided abovetime such bonus would have been paid if Employee had remained employed to the date of payment and calculated based on achievement of the applicable performance criteria applicable to such bonus payment.
(c) The Company shall provide to Employee for a period of eighteen (together, the “Separation Pay”); and (ii18) during the six-month period commencing on months after the Termination Date that Employee is eligible to elect and elects to continue medical and/or dental coverage for himself and his eligible dependents under the Company’s group heath insurance plan pursuant medical and/or dental plans, without any cost to the Consolidated Omnibus Budget Reconciliation Act Employee in excess 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 any employee contribution amount that active employees would be payable by Employee if Employee remained employed by a member of the Company pay for the same or similar coverageCompany; provided, however, that if Employee becomes employed with another employer during such eighteen (18)-month period and is eligible to receive medical and/or dental coverage under another employer-provided plan, the medical and/or dental coverage described herein shall notify be secondary to those provided under such other plan. In addition, on the last day of such eighteen (18)-month period, the Company shall pay, or cause to be paid, to Employee an amount in writing cash equal to the aggregate amount that would be payable by the Company for such medical and/or dental coverage for six (6) months if Employee remained employed by the Company for such period.
(d) The restrictions applicable to each share of non-vested restricted stock of ▇▇▇▇▇ Shoe held by Employee that would have vested within five days after he becomes eligible after the two (2) year period following the Termination Date for group health insurance coverage, if any, through subsequent employment or otherwise and had Employee remained employed by the Company shall lapse as of the Termination Date.
(e) Each non-vested option to purchase ▇▇▇▇▇ Shoe stock held by Employee that would have no further reimbursement obligation after vested within the two (2) year period following the Termination Date had Employee becomes eligible remained employed by the Company shall vest as of the Termination Date.
(f) The Company shall pay the reasonable costs of outplacement services selected by the Company 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 reasonable period of time following the Termination Date; provided, however, that no Separation Pay such outplacement services shall be paid to Employee unless the Company receives, on or within 55 days provided 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 second calendar year following the month calendar year in which the applicable premiums were paid by Termination Date occurs.
4.2 If Employee. For the avoidance of doubt, Employee shall not be entitled to the Separation Benefits if this Agreement ’s employment is terminated within twenty-four (i24) due to Employee’s death; months after a Change of Control (ii) by the Company due to Employee’s Inability to Perform; (iiix) by the Company for any reason other than for Cause; , death or disability, or (ivy) by Employee without within ninety (90) days after the occurrence of Good Reason, Employee shall be entitled to the following separation benefits in place of, and not in addition to, the benefits set forth in Section 4.1:
(a) The Company shall pay, or cause to be paid, to Employee within 30 days of the Termination Date (i) the full base salary earned by Employee through, but unpaid at, the Termination Date, plus (ii) credit for any vacation earned by Employee but not taken at the Termination Date, plus (iii) all other amounts owed by the Company to Employee (other than any bonus payment of any kind) but unpaid as of the Termination Date.
(b) The Company shall pay, or cause to be paid, to Employee (i) in a lump sum six (6) months after the Termination Date an amount equal to 300% of the sum of (A) Employee’s base annual salary at the highest rate in effect at any time during the twelve (12) months immediately preceding the Termination Date, and (B) Employee’s targeted bonus for the current year; and (ii) Employee’s targeted bonus payment for the year of termination prorated to the Termination Date.
(c) The Company shall provide to Employee for a period of eighteen (18) months after the Termination Date medical and/or dental coverage under the Company’s medical and dental plans, without any cost to Employee in excess of any employee contribution that would be payable by Employee if Employee remained employed by the Company; provided, however, that if Employee becomes employed with another employer during such eighteen (18)-month period and is eligible to receive medical and/or dental coverage under another employer-provided plan, the medical and/or dental coverage described herein shall be secondary to those provided under such other plan. In addition, on the last day of such eighteen (18)-month period, the Company shall pay, or cause to be paid, to Employee an amount in cash equal to the aggregate amount that would be payable by the Company for such medical and/or dental coverage for six (v6) months if Employee remained employed by the Company for such period.
(d) The restrictions applicable to each share of non-renewal vested restricted stock of ▇▇▇▇▇ Shoe held by Employee shall lapse and be exercisable as of the Termination Date.
(e) Each non-vested option to purchase ▇▇▇▇▇ Shoe stock held by Employee shall vest and be exercisable as of the Termination Date.
(f) The Company shall pay the reasonable costs of outplacement services selected by the Company for a reasonable period of time following the Termination Date; provided, however, that no such outplacement services shall be provided after the last day of the second calendar year following the calendar year in accordance with which the Termination Date occurs.
4.3 If Employee’s employment is terminated for any reason other than such reasons specified in Sections 4(b4.1 and 4.2, the Company shall pay, or cause to be paid, to Employee within 30 days of the Termination Date (i) the full base salary earned by Employee through, but unpaid at, the Termination Date, plus (ii) credit for any vacation earned by Employee but not taken at the Termination Date, plus (iii) all other amounts owed by the Company to Employee (other than any bonus payment of any kind) but unpaid as of the Termination Date.
4.4 The benefits set forth in Sections 4.1(c) and 6(f)4.2(c) shall run concurrently with any period of continuation coverage to which Employee is entitled under Section 601 of ERISA. Upon Employee’s re-employment during the period specified in each such Section, to the extent covered by the new employer’s plan, coverage under the Company’s plan shall lapse, subject to any continuation of coverage rights under Section 601 of ERISA. Employee’s participation in and/or coverage under all other employee benefit plans, programs or arrangements sponsored or maintained by the Company shall cease effective as of the Termination Date except as otherwise provided in such employee benefit plan, program or arrangement.
Appears in 1 contract
Separation Benefits. If In exchange for the consideration set forth herein, the sufficiency of which I hereby acknowledge, and subject to my execution of, and continued compliance with, this Waiver and Release Agreement is terminated either by (the Company without Cause “Agreement”):
a) Upon my retirement from Ford and as of the Retirement Date, I will be eligible to participate in accordance with Section 6(c) Ford’s 2017 Select Retirement Program (including “SRP”). I acknowledge and agree that I would not otherwise be entitled to participate in the Company’s non-renewal SRP but for my execution of this Agreement. This Agreement is not a retirement application. To start my SRP benefits, I understand that I must separately submit a completed retirement application. If I do not, my retirement benefits may be delayed.
b) or by Employee resigning his employment for Good Reason I will receive severance pay, subject to applicable taxation, 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 two years of my annual salary, as of February 1, 2020, payable as follows:
(i) A lump sum payment in an amount equal to the sum first six months of pay to be paid on, or as soon as reasonably practicable after, the first day of the Base Salary in effect immediately before seventh month following the Termination Date plus Separation Date, without interest; provided that, if I obtain other employment within the Annual Bonus received by Employee for first six months after the fiscal year preceding the Termination Date (or if Employee was employed for less than one full fiscal year prior to the Termination Separation Date, the Annual Bonus for purposes lump sum payment will be in an amount equal to the number of months of pay between the Separation Date and the date on which I obtain other employment and I will not be entitled to any other payments under this Section 7 shall 2.b); and
(ii) The remaining eighteen months of pay to be paid in equal monthly installments commencing on, or as soon as reasonably practicable after, the first day of the seventh month following the Separation Date; provided the monthly payments will cease if I obtain other employment within two years of the Separation Date.
c) If an award under the Annual Bonus payable Incentive Compensation Plan (“AICP”) is paid for 2019, I will be eligible to be considered for receipt of a full 2019 AICP discretionary award(s) commensurate with my Leadership Level, as adjusted for individual and corporate performance. If an award under the AICP is paid for 2020, I will be eligible to be considered for receipt of a 2020 AICP discretionary award(s) commensurate with my Leadership Level, as adjusted for individual and corporate performance, pro-rated to reflect the number of full months I worked during 2020, in accordance with the current fiscal year terms of the AICP.
d) The treatment of unvested stock awards, including those still in the performance period, and stock options are described in Exhibit A.
e) I will receive Company paid executive search services until I obtain other employment, for up to 12 months, beginning in February 2020.
f) I will receive other benefits in accordance with the terms set forth in Exhibit A hereto. Plan documents shall govern the terms of the benefits contained in Exhibit A. I understand that in order to receive the consideration described in this Section 2, I am required to (i) sign this Agreement and return the document to ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, Chief Human Resources Officer, no later than February 19, 2020 at the target amount provided above) (together2:00pm Eastern Time, 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 earlier than my 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 no later than March 11, 2020, sign and return Exhibit B to this Agreement (the “Second Release of the Release (as defined below)Claims”) to ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇. 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. For the avoidance of doubt, Employee shall I further understand that I will not be entitled to the consideration in this Section 2 if I fail to timely execute or revoke the Second Release of Claims, and that I shall forfeit any unpaid consideration described in this Section 2, and shall be obligated to repay any consideration paid pursuant to the terms of this Section 2 after I execute this Agreement. I understand that my employment at Ford will end upon my Separation Benefits if Date and this Agreement is terminated (i) due will remain in effect, whether or not I choose to Employee’s death; (ii) by sign and not revoke the Company due to Employee’s Inability to Perform; (iii) by the Company for Cause; (iv) by Employee without Good Reason; or (v) by non-renewal by Employee in accordance with Sections 4(b) and 6(f)Second Release of Claims.
Appears in 1 contract
Sources: Executive Waiver and Release Agreement (Ford Motor Co)
Separation Benefits. (a) If this Agreement the Executive's employment is involuntarily terminated either by the Company without Cause (other than for Cause) and the Executive has not declined another comparable position with the Company, an affiliate of the Company, or a successor or assignee of the Company, the Executive shall be paid a standard severance pay benefit equal to one times the Executive's then-current annual base salary. Such amount shall be payable either (i) in a cash lump sum as soon as reasonably practicable after the Executive's termination of employment, or (ii) if elected by the Executive in accordance with applicable law, ratably during the one year after termination of employment in accordance with Company's regular pay periods.
(b) Notwithstanding Section 6(c2(a), if the Executive would otherwise have been entitled to benefits pursuant to Section 2(a) (including but his involuntary termination of employment by the Company’s non-renewal of this Agreement) Company occurs within 18 months after a Change In Control, or by Employee resigning if the Executive terminates his employment with the Company for Good Reason during such period, the Executive shall be paid in lieu of the standard severance pay benefit described in Section 2(a) a Change in Control severance pay benefit equal to two times the Executive's then-current annual base salary plus two times the greatest of (a) the target bonus for the year preceding the year in which the Executive's termination occurs, (b) the actual bonus for such prior year, or (c) the target bonus for the year in which the termination of employment occurs. Such amounts shall be payable either (i) in a cash lump sum as soon as reasonably practicable after the Executive's termination of employment, or (ii) if elected by the Executive in accordance with applicable law, ratably during the one year after termination of employment in accordance with Company's regular pay periods.
(c) If the Executive is entitled to receive benefits pursuant to Section 6(d2(a) or 2(b), the Company shall have no further obligation continue to Employee under this Agreementpay, except to the same extent as paid by the Company shall provide immediately before termination of employment, for the Accrued Obligations to Employee in accordance with Section 7(a) plus Executive's health coverage continuation if the following payments and benefits (collectively, Executive elects "COBRA" as provided by the “Separation Benefits”) to Employee: Company's group health plan through (i) an amount equal the calendar month following the calendar month of termination of employment, if benefits are paid pursuant 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 (Section 2(a), 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 one year following termination of employment, if benefits are paid pursuant to Section 2(b). The period of such Company-paid COBRA coverage shall be considered part of the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended Executive's COBRA coverage entitlement period.
(“COBRA”), or similar state lawd) For purposes hereof, the Company shall reimburse Employee on a monthly basis for following terms have 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. For the avoidance of doubt, Employee shall not be entitled to the Separation Benefits if this Agreement is terminated (i) due to Employee’s death; (ii) by the Company due to Employee’s Inability to Perform; (iii) by the Company for Cause; (iv) by Employee without Good Reason; or (v) by non-renewal by Employee in accordance with Sections 4(b) and 6(f).meanings:
Appears in 1 contract
Separation Benefits. If Subject to this Agreement is terminated either by becoming effective and irrevocable on the Company without Cause Effective Date, you will receive the following (the "Separation Benefits"): • 26 weekly payments of $9014.42 (Equivalent to six months of your base salary and target bonus at the weekly rate) minus applicable federal and state withholding, to be paid in accordance with Section 6(c) (including Owlet's usual payroll practice. Owlet will begin making these payments on the Company’s non-renewal of this Agreement) or by Employee resigning his employment for Good Reason in accordance with Section 6(d), first regular pay date which occurs at least ten business days after 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 Effective Date, with the Annual Bonus for purposes of this Section 7 shall be first such installment to include any installments that would have been paid had 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 Effective Date occurred on the Termination Date that Employee is eligible Separation Date. • In the event you timely elect to elect and elects to continue receive continued healthcare coverage for himself and his eligible dependents under the Company’s group heath insurance plan pursuant to the Consolidated Omnibus Budget Reconciliation Act of 19851985 ("COBRA"), Owlet will directly pay the full cost of continued healthcare coverage for you and your covered dependents under COBRA based on your coverage elections as amended of immediately prior to the Separation Date for the period commencing on October 1, 2024 and ending on the earlier of September 30, 2025 or the date on which you or your covered dependents become eligible for medical, dental, and vision coverage through another entity. Notwithstanding the foregoing, if (“COBRA”1) any plan pursuant to which such benefits are provided is not, or ceases prior to the expiration of the period of continuation coverage to be, exempt from the application of Section 409A (as defined below) under Treasury Regulation Section 1.409A-1(a)(5), or similar state law(2) Owlet is otherwise unable to continue to cover you or your dependents under its group health plans without penalty under applicable law (including, without limitation, Section 2716 of the Public Health Service Act), then, in either case, an amount equal to each remaining subsidy provided hereunder shall thereafter be paid to you in substantially equal monthly installments. After Owlet ceases to pay premiums pursuant to the preceding sentence, you may, if eligible, elect to continue healthcare coverage at your expense in accordance with the provisions of COBRA. You agree to promptly notify Owlet should you become eligible for medical, dental, and vision coverage through another entity, after which time payment under this section shall cease. If you fail to complete the appropriate COBRA paperwork and your insurance coverage lapses as a result, you agree that you will not hold Owlet liable for any benefit coverage or benefits lost, or for any other damages that may result. If you have any question regarding your insurance coverage, you understand that you should contact ▇▇▇▇▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇.▇▇▇; and • Subject to any required tax withholding, retention of your company equipment, specifically your laptop, keyboard, monitors, and mouse. Any other property remains the property of Owlet; • Each Parent equity award held by you, including each stock option and award of restricted stock units, shall vest and, if applicable become exercisable, as of the Separation Date. Any vested stock options held by you that remain unexercised on the three-month anniversary of the Separation Date shall thereupon automatically terminate; and • Receive executive outplacement services through an outplacement service provider selected by Owlet. • In the event a Change of Control closes within three months following the Separation Date, then the Company shall reimburse Employee on a monthly basis for will thereupon pay to you an amount equal to $50,000, which constitutes 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 target bonus being paid to Employee in a lump sum within 60 days you under the first bullet 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 Employee3 and your prorated target bonus for 2024 based on your Separation Date. For the avoidance of doubt, Employee shall not be entitled to You understand that the Separation Benefits if in this paragraph are conditioned on you signing this Agreement is terminated after your Separation Date but signing no later than forty-five (i45) due to Employee’s death; days after you received this Agreement and this Agreement becoming irrevocable on the eighth (ii8th) by day after you sign the Company due to Employee’s Inability to Perform; (iii) by the Company for Cause; (iv) by Employee without Good Reason; or (v) by non-renewal by Employee in accordance with Sections 4(b) and 6(f)Agreement.
Appears in 1 contract
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), or due to non-renewal by the Company in accordance with Section 6(f), 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 two (2) times the sum of (a) the Base Salary in effect immediately before the Termination Date plus (b) 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 7(b) 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 six18-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 health insurance plan or Grey Rock’s group health 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 or Grey Rock, as applicable, 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. For the avoidance of doubt, Employee shall not be entitled to the Separation Benefits if this Agreement is terminated (i) due to Employee’s death; (ii) by the Company due to Employee’s Inability to Perform; (iii) by the Company for Cause; (iv) by Employee without Good Reason; or (v) by non-renewal by Employee in accordance with Sections 4(b) and 6(f); provided, however, that if this Agreement is terminated (i) due to Employee’s death or (ii) by the Company due to Employee’s Inability to Perform, Employee shall be entitled to the Prorated Bonus amount in Section 7(c).
Appears in 1 contract
Sources: Employment Agreement (Granite Ridge Resources, Inc.)
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 (1) 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 until the Annual Bonus for less than one full fiscal year prior to the Termination Date2021 is determined, the Annual Bonus for purposes of this Section 7 shall be the target Annual Bonus payable during for fiscal 2021 as provided above, and thereafter shall be the current Annual Bonus determined for fiscal year at 2021 or the target amount provided aboveAnnual Bonus received by Employee for any future fiscal year) (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 health 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. For the avoidance of doubt, Employee shall not be entitled to the Separation Benefits if this Agreement is terminated (i) due to Employee’s death; (ii) by the Company due to Employee’s Inability to Perform; (iii) by the Company for Cause; (iv) by Employee without Good Reason; or (v) by non-renewal by Employee in accordance with Sections 4(b2(b) and 6(f).
Appears in 1 contract
Sources: Employment Agreement (Riley Exploration Permian, Inc.)