Common use of Separation Package Clause in Contracts

Separation Package. a. After the Effective Date, and on the express condition that Employee has not revoked this Agreement, the Company will pay Employee a single lump sum severance payment in the amount of three hundred ninety-seven thousand, three hundred fourteen dollars and thirteen cents ($397,314.13), less applicable deductions and withholdings. This payment (less applicable deductions and withholdings) will be mailed to Employee’s residence address. Employee acknowledges and agrees that the severance payment to be paid under this Agreement is due solely from the Company and that Insperity has no obligation to pay the severance payment even though the payment may be processed through Insperity. b. Employee currently has unvested Golden Star stock options. In consideration for Employee signing and not revoking this Agreement, the vesting of Employee’s outstanding unvested options will be accelerated, and Employee’s unvested options will become vested as of the Resignation Date. Moreover, if Employee signs and does not revoke this Agreement, Employee shall have the right to exercise such options until 5:00 p.m. MST on February 7, 2013. Other than as provided herein, the terms of Employee’s stock option agreements and Golden Star’s stock option plan (attached hereto as Exhibit B) remain in full force and effect. Golden Star may, consistent with its obligations under such plan, amend or discontinue any or all stock option plans at any time. c. Reporting of and withholding on any payment or consideration under this Paragraph 2 for tax purposes shall be at the discretion of the Company in conformance with applicable tax laws. If a claim is made against the Company for any additional tax or withholding in connection with or arising out of the payment pursuant to subparagraphs above, Employee shall pay any such claim within thirty (30) days of being notified by the Company and agrees to indemnify the Company and hold it harmless against such claims, including, but not limited to, any taxes, attorneys’ fees, penalties, or interest, which are or become due from the Company. Employee represents and warrants that it is Employee’s sole responsibility to obtain advice concerning any tax consequences resulting from this Agreement.

Separation Package. a. After On the Effective Date, and on the express condition conditions that (and only if) (i) Employee has not revoked this AgreementAgreement (and that this Agreement is not revocable after the Effective Date), and (ii) that the Effective Date is no later than the thirtieth (30th) day following the Separation Date, the Company will pay make and cause to be delivered to Employee a single lump sum severance payment in the amount of three hundred ninety-seven thousand, three hundred fourteen one million seventeen thousand and no hundredths dollars and thirteen cents ($397,314.131,017,000.00), less applicable deductions and withholdings. This payment (less applicable deductions and withholdings) will be mailed to Employee’s residence address. Employee acknowledges and agrees that the severance payment to be paid made under this Agreement Subparagraph a is due solely from the Company and that Insperity has no obligation to pay make the severance payment even though the payment by the Company may be processed through Insperity. b. On the date that is six (6) months after the Separation Date, and on the express conditions that (and only if) (i) Employee has not revoked this Agreement as of such date (and that this Agreement is not revocable after such date), and (ii) that the Effective Date is no later than the thirtieth (30th) day following the Separation Date, the Company will make and cause to be delivered to Employee a lump sum severance payment in the amount of nine hundred forty four thousand eighty four dollars and sixty eight cents ($944,084.68), less applicable deductions and withholdings. Employee acknowledges and agrees that the severance payment to be made under this Subparagraph b is due solely from the Company and that Insperity has no obligation to make the severance payment even though the payment by the Company may be processed through Insperity. Between the Separation Date and the date of the severance payment to be made under this Subparagraph b, the Company shall, at its sole expense, provide Employee with reasonable outplacement services through a mutually agreed-upon provider. c. Employee currently has unvested Golden Star stock options. In consideration for Employee signing and not revoking this Agreement, the vesting of Employee’s outstanding unvested options will be accelerated, and Employee’s unvested options will become vested as of the Resignation Separation Date. Moreover, if Employee signs and does not revoke this Agreement, Employee shall have the right to exercise such options until 5:00 p.m. MST on February 7December 31, 20132015. Other than as provided herein, the terms of Employee’s stock option agreements and Golden Star’s stock option plan (attached hereto as Exhibit B) remain in full force and effect. Golden Star may, consistent with its obligations under such plan, amend or discontinue any or all stock option plans at any time. c. d. Reporting of and withholding on any payment or consideration under this Paragraph 2 for tax purposes shall be at the discretion of the Company in conformance with applicable tax laws. If a claim is made against the Company for any additional tax on or withholding in connection with or arising out of from the payment payment(s) pursuant to subparagraphs Subparagraphs a and/or b above, Employee shall pay any such claim within thirty (30) days of being notified by the Company and agrees to indemnify the Company and hold it harmless against such claims, including, but not limited to, any taxes, attorneys’ fees, penalties, or interest, which are or become due from the CompanyCompany as a direct result of the payment(s). Employee Each of the Parties represents and warrants that it is Employee’s his or its sole responsibility to obtain his or its own advice concerning any tax consequences resulting from this Agreement.