Separation Payment. Conditioned upon Employee's signing of this Agreement, expiration of the seven day revocation period without revocation, and Employee's properly executing and returning the attached acknowledgment form to the Company (Exhibit C) indicating his decision not to revoke this Agreement: (i) The Company shall pay Employee a total gross separation payment of $129,375.00, less ordinary tax withholding and all required deductions. Employee shall receive nine (9) equal installments of $14,375.00 gross each, less ordinary tax withholding and all required deductions, with an installment payable on the first business day of each of nine consecutive months beginning on December 1, 2002 and ending on August 1, 2003, with the first such payment being due no earlier than the first regular business day following the expiration (without revocation) of the seven day revocation period, and only following the proper execution and return of the acknowledgement form attached as Exhibit C. (ii) The Company will continue to allow Employee to use the vehicle currently being leased by the Company and in the possession of Employee for the remaining 32 months of the lease. The Company will continue to make monthly lease payments of $579.71 to the leasing company, with the first such payment due December 1, 2002 and the final such payment due July 1, 2005. Employee agrees to surrender the vehicle to the Company, at the Company's offices, on or before July 31, 2005. The Company acknowledges and agrees that it will obtain and maintain, at its expense, insurance coverage on the vehicle for the remainder of the lease. Employee agrees that he will be responsible for the maintenance of the vehicle, and will bear all costs of this maintenance. Employee agrees that he will be responsible for any mileage charges that result in the event that the vehicle is driven more than 48,750 miles in the aggregate. The Company agrees that it will be responsible for all state and local personal property taxes arising out of or otherwise related to the use of the vehicle. (iii) Employee's 94,333 vested stock options will be exchanged for 28,400 new options exercisable at a strike price of $0.50, which must be exercised, if at all, prior to November 30, 2003. (iv) The Company shall maintain a policy of Directors and Officers liability insurance with substantially the same coverage as currently exists, and shall extend such to Employee until such time as all applicable statutes of limitation have expired. The Company shall provide Employee evidence of such insurance as Employee may reasonably request from time to time. (v) The Company shall pay Employee's legal counsel, Del Negro, Feldman & Volpe, an amount equal to the legal fees actual▇▇ ▇▇▇▇▇▇ed ▇▇▇ ▇▇id ▇▇ ▇▇ployee in connection with this matter, in an amount not to exceed $3,500. (vi) The Company shall pay to Employee on December 1, 2002, the sum of $5,000 representing an outplacement services allowance. (vii) The dental insurance, long term disability and life insurance coverage provided to Employee by the Company shall remain in force until August 31, 2003. The Company agrees that it will turn both the long term disability policy and the life insurance policy relating to such coverage over to Employee, so that Employee can renew either or both of the policies, at Employee's expense. (viii) Employee shall be entitled to participate in the Company's Section 125 Plan in accordance with the terms of such Plan with respect to medical expenses and child care expenses until August 31, 2003. No payment under this paragraph shall be deemed "compensation" for purposes of any of the Company's qualified retirement plans or other benefit programs. Payment under this paragraph does not entitle Employee to any retirement plan contributions by the Company for Employee's benefit or account. No payment under this paragraph shall be due before the expiration (without revocation) of the seven day revocation period, and only following the proper execution and return of the acknowledgement form attached as Exhibit C. The consideration specified in this paragraph is an amount to which Employee is not otherwise entitled, and constitutes additional consideration for Employee's release and waiver of potential claims identified in paragraph 7 below, including without limitation a potential claim for age discrimination under the Age Discrimination in Employment Act, and additional consideration for the agreements made in paragraphs 14 and 15 below.
Appears in 1 contract
Separation Payment. Conditioned upon Employee's signing In consideration for the EXECUTIVE Agreement (including the First Release (as defined in Paragraph 5(a) below) and the Second Release (as defined in Paragraph 6 below)), the COMPANY shall provide (or cause to be provided), for the benefit of the EXECUTIVE, a one-time cash payment in the aggregate of $3,750,000.00 ( Separation Payment , paid on payroll date following the date that the Second Release becomes effective and irrevocable in accordance with its terms. Except in the case of the COBRA Subsidy (as defined in Paragraph 3 below), payment of the Separation Payment to the EXECUTIVE shall constitute a full and valid discharge of the COMPANY paration Payment and other consideration described herein represents a settlement of any and all claims the EXECUTIVE or any of the EXECUTIVE Releasing Parties have or ever had against the COMPANY or any of the COMPANY Released Parties (as defined in Paragraph 5(a)) from the beginning of time to the Effective Date of this Agreement, expiration of except for the seven day revocation period without revocation, Indemnification Rights (as defined in Paragraph 4) and Employee's properly executing and returning the attached acknowledgment form Executive Protections (as defined in Paragraph 5(d)).
(a) The Separation Payment will be paid to the Company EXECUTIVE through the s payroll, less applicable tax withholding.
(Exhibit Cb) indicating his decision not to revoke this Agreement:
The EXECUTIVE acknowledges and agrees that: (i) The Company shall pay Employee a total gross separation payment of $129,375.00the Separation Payment, less ordinary tax withholding and all required deductions. Employee shall receive nine (9) equal installments of $14,375.00 gross each, less ordinary tax withholding and all required deductions, with an installment payable on the first business day of each of nine consecutive months beginning on December 1, 2002 and ending on August 1, 2003, with the first such payment being due no earlier than the first regular business day following the expiration (without revocation) of the seven day revocation periodCOBRA Subsidy, and only following other consideration that she is receiving pursuant to this Agreement constitute just and sufficient consideration for the proper execution waivers, releases, and return of the acknowledgement form attached as Exhibit C.
promises set forth herein; (ii) The Company will continue the consideration set forth in this Agreement constitutes full accord and satisfaction for all amounts due and owing to allow Employee to use the vehicle currently being leased by the Company and in the possession EXECUTIVE, including, but not limited to, all salary, draw, incentive compensation, commissions, bonuses, wages, overtime, expense reimbursements, or other payments or forms of Employee remuneration of any kind or nature, except for the remaining 32 months of Accrued Obligations (as defined in Paragraph 4), the lease. The Company will continue to make monthly lease payments of $579.71 to the leasing companyIndemnification Rights (as defined in Paragraph 4), with the first such payment due December 1, 2002 and the final such payment due July 1, 2005. Employee agrees to surrender the vehicle to the Company, at the Company's offices, on or before July 31, 2005. The Company acknowledges Executive Protections (as defined in Paragraph 5(d)); and agrees that it will obtain and maintain, at its expense, insurance coverage on the vehicle for the remainder of the lease. Employee agrees that he will be responsible for the maintenance of the vehicle, and will bear all costs of this maintenance. Employee agrees that he will be responsible for any mileage charges that result in the event that the vehicle is driven more than 48,750 miles in the aggregate. The Company agrees that it will be responsible for all state and local personal property taxes arising out of or otherwise related to the use of the vehicle.
(iii) Employee's 94,333 vested stock options will be exchanged for 28,400 new options exercisable at a strike price of $0.50, which must be exercised, if at all, prior to November 30, 2003the EXECUTIVE has consulted with an attorney before executing this Agreement.
(iv) The Company shall maintain a policy of Directors and Officers liability insurance with substantially the same coverage as currently exists, and shall extend such to Employee until such time as all applicable statutes of limitation have expired. The Company shall provide Employee evidence of such insurance as Employee may reasonably request from time to time.
(v) The Company shall pay Employee's legal counsel, Del Negro, Feldman & Volpe, an amount equal to the legal fees actual▇▇ ▇▇▇▇▇▇ed ▇▇▇ ▇▇id ▇▇ ▇▇ployee in connection with this matter, in an amount not to exceed $3,500.
(vi) The Company shall pay to Employee on December 1, 2002, the sum of $5,000 representing an outplacement services allowance.
(vii) The dental insurance, long term disability and life insurance coverage provided to Employee by the Company shall remain in force until August 31, 2003. The Company agrees that it will turn both the long term disability policy and the life insurance policy relating to such coverage over to Employee, so that Employee can renew either or both of the policies, at Employee's expense.
(viii) Employee shall be entitled to participate in the Company's Section 125 Plan in accordance with the terms of such Plan with respect to medical expenses and child care expenses until August 31, 2003. No payment under this paragraph shall be deemed "compensation" for purposes of any of the Company's qualified retirement plans or other benefit programs. Payment under this paragraph does not entitle Employee to any retirement plan contributions by the Company for Employee's benefit or account. No payment under this paragraph shall be due before the expiration (without revocation) of the seven day revocation period, and only following the proper execution and return of the acknowledgement form attached as Exhibit C. The consideration specified in this paragraph is an amount to which Employee is not otherwise entitled, and constitutes additional consideration for Employee's release and waiver of potential claims identified in paragraph 7 below, including without limitation a potential claim for age discrimination under the Age Discrimination in Employment Act, and additional consideration for the agreements made in paragraphs 14 and 15 below.
Appears in 1 contract
Sources: Separation and Release Agreement (Childrens Place, Inc.)
Separation Payment. Conditioned upon Employee's In consideration for your signing and not revoking this Agreement, the Company agrees that (x) it will pay you a separation payment in a gross amount equal to $638,000 (the “Separation Payment”), which you acknowledge and agree equals (i) 12 months of your base salary as of the Last Day of Employment, plus (ii) a full bonus for 2023 (which you acknowledge and agree is greater than, and shall therefore take the place of, the Pro Rata Bonus (as that term is defined in the Employment Agreement)), plus (y) (i) 37,500 of your “Option Shares” as provided in that certain Non-Qualified Share Option Agreement for Company Employees Under the Compass Pathways PLC 2020 Share Option and Incentive Plan (the “Plan”) between you and Compass Pathways PLC dated December 6, 2021 (the “Initial Option Share Agreement”) that would have been deemed to be unvested as of the Last Day of Employment will instead be treated as vested for all purposes, (ii) 11,250 of your “Option Shares” as provided in that certain Non-Qualified Share Option Agreement for Company Employees Under the Plan between you and Compass Pathways PLC dated February 2, 2023 (the “Secondary Option Share Agreement”) that would have been deemed to be unvested as of the Last Day of Employment will instead be treated as vested for all purposes, and (iii) 5,625 of your “Restricted Share Units” as provided in that certain Restricted Share Unit Agreement for Company Employees Under the Plan between you and Compass Pathways PLC dated December 6, 2021 (the “Restricted Share Unit Agreement”) that would have been deemed to be unvested as of the Last Day of Employment will instead be treated as vested for all purposes. Given the foregoing, as of your Last Day of Employment, you acknowledge and agree that, in the aggregate, a total of (i) 106,250 of your “Option Shares” under the Initial Option Share Agreement shall be vested (“Vested Initial Option Shares”), (ii) 19,687 of your “Option Shares” under the Secondary Option Share Agreement shall be vested (“Vested Secondary Option Shares”), (iii) 5,625 of your “Restricted Share Units” under the Restricted Share Unit Agreement shall be vested (“Vested Restricted Share Units”, along with the Vested Initial Option Shares, and Vested Secondary Share Options, the “Vested Equity Awards”), (iv) any other awards issued to you under the Initial Option Share Agreement, Secondary Option Share Agreement, Restricted Share Unit Agreement, and/or the Plan, in any case, are not vested and shall instead be automatically forfeited, and (v) all Vested Equity Awards shall continue to remain subject to the terms and conditions set forth in the Initial Option Share Agreement, Secondary Option Share Agreement, Restricted Share Unit Agreement, and Plan (as applicable). All applicable tax withholding and other lawful deductions will be taken from the gross amount of the Separation Payment. The Separation Payment will be reported to taxing authorities as wage income on an IRS Form W-2 and any applicable state or local equivalent form(s). Subject to the terms and conditions of the Consideration and Revocation Periods set forth below, the Separation Payment will be paid in substantially equal monthly installments, with the first installment to be paid on or during the first scheduled Company pay cycle following the expiration of the Revocation Period. In addition, the Company’s external accounting provider is currently determining whether a tax return needs to be filed or any taxes are owed outside the United States with respect to your services on behalf of the Company. To the extent that it is later determined by any foreign tax agency that you need to file a return or you owe taxes to any country other than the United States, the Company will pay for your tax filing assistance and indemnify you for any penalties, levies or interest for any purported failure to pay such taxes on a timely basis. In further consideration for your signing and not revoking this Agreement, the Company agrees to reimburse your reasonable legal fees in connection with the negotiation of this Agreement, expiration of the seven day revocation period without revocationnot to exceed $3,000.00, and Employee's properly executing and returning the attached acknowledgment form to contingent upon you and/or your counsel providing any related documentation as may be reasonably requested by the Company (Exhibit C) indicating his decision not to revoke this Agreement:
(i) The Company shall pay Employee e.g., a total gross separation payment of $129,375.00, less ordinary tax withholding and all required deductions. Employee shall receive nine (9) equal installments of $14,375.00 gross each, less ordinary tax withholding and all required deductions, with an installment payable on the first business day of each of nine consecutive months beginning on December 1, 2002 and ending on August 1, 2003, with the first such payment being due no earlier than the first regular business day following the expiration (without revocation) of the seven day revocation period, and only following the proper execution and return of the acknowledgement form attached as Exhibit C.
(ii) The Company will continue to allow Employee to use the vehicle currently being leased completed by the Company and in the possession of Employee for the remaining 32 months of the leaseyou and/or your counsel). The Company will continue parties acknowledge and agree that, except as expressly set forth herein, nothing contained in this Agreement shall be construed as a representation, warranty, or statement, whether direct or implied, by COMPASS regarding your entitlement, if any, to make monthly lease payments of $579.71 post-employment benefits, including but not necessarily limited to the leasing companypension, with the first such payment due December 1disability, 2002 or unemployment insurance benefits, from any entity, organization, or provider, or from any federal, state, or local agency. You acknowledge and the final such payment due July 1agree that, 2005. Employee agrees to surrender the vehicle to except as expressly set forth herein, neither the Company, at the Company's officesnor any employee or agent thereof, on has proffered to you, whether in writing or before July 31otherwise, 2005. The Company acknowledges and agrees that it will obtain and maintainany such representations, at its expensewarranties, insurance coverage on the vehicle for the remainder of the lease. Employee agrees that he will be responsible for the maintenance of the vehicleor statements, and will bear all costs of that you have not relied upon any such representations, warranties, or statements in entering into and performing under this maintenanceAgreement. Employee agrees that he will be responsible for any mileage charges that result in the event You acknowledge and agree that the vehicle COMPASS Releasees (as that term is driven more than 48,750 miles in the aggregate. The Company agrees that it will be responsible for all state and local personal property taxes arising out of or otherwise related defined below) have no obligation, except as expressly provided above, with respect to the use payment of the vehicle.
(iii) Employee's 94,333 vested stock options will be exchanged for 28,400 new options exercisable at a strike price any of $0.50, which must be exercisedyour attorneys’ fees or legal costs, if at allany, prior to November 30, 2003.
(iv) The Company shall maintain a policy of Directors and Officers liability insurance with substantially the same coverage as currently exists, and shall extend such to Employee until such time as all applicable statutes of limitation have expired. The Company shall provide Employee evidence of such insurance as Employee may reasonably request from time to time.
(v) The Company shall pay Employee's legal counsel, Del Negro, Feldman & Volpe, an amount equal to the legal fees actual▇▇ ▇▇▇▇▇▇ed ▇▇▇ ▇▇id ▇▇ ▇▇ployee whether in connection with this mattermatter or otherwise. You further acknowledge and agree that you shall protect, in an amount not indemnify, defend, and hold harmless the COMPASS Releasees from and against any and all liability or claims (including attorneys’ fees and costs to exceed $3,500.
(videfend against any claim) The Company shall pay to Employee on December 1imposed or asserted, 2002as applicable, the sum of $5,000 representing an outplacement services allowance.
(vii) The dental insurance, long term disability and life insurance coverage provided to Employee by the Company shall remain in force until August 31, 2003. The Company agrees that it will turn both the long term disability policy and the life insurance policy relating to such coverage over to Employee, so that Employee can renew either or both of the policies, at Employee's expense.
(viii) Employee shall be entitled to participate in the Company's Section 125 Plan in accordance with the terms of such Plan with respect to medical expenses and child care expenses until August 31, 2003. No payment under this paragraph shall be deemed "compensation" for purposes of against any of the Company's qualified retirement plans COMPASS Releasees for their failure to pay any portion of the Separation Payment or any other benefit programs. Payment under this paragraph does not entitle Employee monies to any retirement plan contributions by the Company for Employee's benefit attorney who has represented you in connection with your actual, threatened, or account. No payment under this paragraph shall be due before the expiration (without revocation) potential claims against any of the seven day revocation period, and only following the proper execution and return of the acknowledgement form attached as Exhibit C. The consideration specified in this paragraph is an amount to which Employee is not otherwise entitled, and constitutes additional consideration for Employee's release and waiver of potential claims identified in paragraph 7 below, including without limitation a potential claim for age discrimination under the Age Discrimination in Employment Act, and additional consideration for the agreements made in paragraphs 14 and 15 belowCOMPASS Releasees.
Appears in 1 contract
Separation Payment. Conditioned upon Employee's signing of this AgreementIn consideration for the mutual promises exchanged herein, expiration of the seven day revocation period without revocation, and Employee's properly executing and returning the attached acknowledgment form to the Company (Exhibit C) indicating his decision not to revoke this Agreement:
(i) The Company shall will pay Employee a total gross separation payment of $129,375.00, less ordinary tax withholding and all required deductions. Employee shall receive nine (9) equal installments of $14,375.00 gross each, less ordinary tax withholding and all required deductions, with an installment payable on the first business day of each of nine consecutive months beginning on December 1, 2002 and ending on August 1, 2003, with the first such payment being due no earlier than the first regular business day following the expiration (without revocation) of the seven day revocation period, and only following the proper execution and return of the acknowledgement form attached as Exhibit C.
(ii) The Company will continue to allow Employee to use the vehicle currently being leased by the Company and in the possession of Employee for the remaining 32 months of the lease. The Company will continue to make monthly lease payments of $579.71 to the leasing company, with the first such payment due December 1, 2002 and the final such payment due July 1, 2005. Employee agrees to surrender the vehicle to the Company, at the Company's offices, on or before July 31, 2005. The Company acknowledges and agrees that it will obtain and maintain, at its expense, insurance coverage on the vehicle for the remainder of the lease. Employee agrees that he will be responsible for the maintenance of the vehicle, and will bear all costs of this maintenance. Employee agrees that he will be responsible for any mileage charges that result in the event that the vehicle is driven more than 48,750 miles in the aggregate. The Company agrees that it will be responsible for all state and local personal property taxes arising out of or otherwise related to the use of the vehicle.
(iii) Employee's 94,333 vested stock options will be exchanged for 28,400 new options exercisable at a strike price of $0.50, which must be exercised, if at all, prior to November 30, 2003.
(iv) The Company shall maintain a policy of Directors and Officers liability insurance with substantially the same coverage as currently exists, and shall extend such to Employee until such time as all applicable statutes of limitation have expired. The Company shall provide Employee evidence of such insurance as Employee may reasonably request from time to time.
(v) The Company shall pay Employee's legal counsel, Del Negro, Feldman & Volpe$199,333.32 less required withholdings, an amount equal to his base salary for the legal fees actual▇▇ ▇▇▇▇▇▇ed ▇▇▇ ▇▇id ▇▇ ▇▇ployee period of September 1, 2011 to June 30, 2012. This amount will be paid in connection with this matterfour equal payments of $49,833.33, in an amount not less required withholdings. The first payment will be postmarked to exceed $3,500.
Employee within twenty (vi20) The Company shall pay days of Employee’s execution of the Agreement, the second payment will be postmarked to Employee on December or before January 1, 20022012, the sum of $5,000 representing an outplacement services allowance.
(vii) The dental insurance, long term disability and life insurance coverage provided third payment will be postmarked to Employee by on or before April 1, 2012, and the Company shall remain in force until August 31fourth payment will be postmarked to Employee on or before one year from the date of Employee’s execution of the Agreement, 2003provided Employee does not exercise his right of rescission under Section 10 herein. The Company agrees that it will turn both also provide Employee with outplacement assistance by paying up to $10,000.00 directly to an outplacement service in the long term disability policy business of assisting persons with job searches and placements selected by Employee with the life insurance policy relating approval of Company, which approval shall not be unreasonably withheld. Such payment to such coverage over to Employee, so that Employee can renew either or both of the policies, at Employee's expense.
(viii) Employee an approved outplacement service shall be entitled requested by Employee by June 30, 2012. If Employee has not requested payment to participate in the an approved outplacement service by such date, then Company's Section 125 Plan in accordance with the terms of such Plan with respect ’s obligation to medical expenses and child care expenses until August 31, 2003. No payment pay under this paragraph shall terminate and shall not thereafter be deemed "compensation" for purposes of any of reinstated. If Employee elects to continue participating in the Company's qualified retirement ’s group medical and dental plans or other benefit programs. Payment under this paragraph pursuant to applicable federal COBRA regulations following the Separation Date, then as further consideration to Employee and provided Employee does not entitle Employee to any retirement plan contributions by exercise his right of rescission under Section 10 herein, the Company for will subsidize Employee's benefit ’s group medical and dental premiums, as set forth in Section 7 herein. The parties acknowledge that, with or account. No payment under without this paragraph shall be due before Agreement, the expiration (without revocation) of Company will pay Employee his accrued vacation, which the seven day revocation periodparties acknowledge is equivalent to $6,009.90, and only following the proper execution any compensation earned and return accrued as of the acknowledgement form attached as Exhibit C. The consideration specified in this paragraph is an amount to which Employee is not otherwise entitledEmployees Separation date, and constitutes additional consideration for Employee's release and waiver of potential claims identified in paragraph 7 below, including without limitation a potential claim for age discrimination under the Age Discrimination in Employment Act, and additional consideration for the agreements made in paragraphs 14 and 15 below.less applicable
Appears in 1 contract
Separation Payment. Conditioned upon Employee's signing In consideration of the promises and covenants made by Employee in this Agreement, including the general release of claims which forms a material part of this Agreement, and Employee’s compliance with all of the terms and conditions of this Agreement, and subject to Employee’s timely execution and non-revocation of this Agreement, the Company shall pay to Employee:
(a) the equivalent of 14 months of pay, calculated based upon a base salary of $350,000 per annum, less all applicable withholding and deductions (“Severance Payment”), which shall be payable to Employee in substantially equal installments over a 14-month period commencing on the first scheduled payroll date following expiration of the seven day revocation period without revocation, and Employee's properly executing and returning the attached acknowledgment form to the Company (Exhibit C7) indicating his decision not to revoke this Agreement:
(i) The Company shall pay Employee a total gross separation payment of $129,375.00, less ordinary tax withholding and all required deductions. Employee shall receive nine (9) equal installments of $14,375.00 gross each, less ordinary tax withholding and all required deductions, with an installment payable on the first business day of each of nine consecutive months beginning on December 1, 2002 and ending on August 1, 2003, with the first such payment being due no earlier than the first regular business day following the expiration (without revocation) of the seven day revocation period, and only in accordance with the Company’s standard payroll practices and policies as in effect over the next 14 months; and
(b) a one-time cash payment of $750,000, less all applicable withholding and deductions (such amount, collectively with the Severance Payment, the “Separation Payment”), which shall be payable within 30 days following the proper execution and return of the acknowledgement form attached as Exhibit C.
date on which (iii) The Company will continue to allow Employee to use the vehicle currently being leased all amounts owed by the Company and its subsidiaries pursuant to that certain Credit Agreement, dated as of May 4, 2020, by and among BKRF OCB, LLC, BKRF OCP, and the senior lenders party thereto, have been paid in the possession full and (ii) all outstanding shares of Employee for the remaining 32 months Series C Preferred Stock of the lease. Company have been redeemed in full.
(c) The Company will continue to make monthly lease payments Parties acknowledge and agree that the Separation Payment constitutes good and valuable consideration for Employee’s general release of $579.71 to the leasing company, with the first such payment due December 1, 2002 and the final such payment due July 1, 2005claims set forth herein. Employee agrees to surrender the vehicle to the Company, at the Company's offices, on or before July 31, 2005. The Company acknowledges and agrees that it will obtain and maintain, at its expense, insurance coverage on the vehicle for the remainder of the lease. Employee agrees that he will be responsible for the maintenance of the vehicle, and will bear all costs of this maintenance. Employee agrees that he will be responsible for any mileage charges that result in the event that the vehicle is driven more than 48,750 miles in the aggregate. The Company agrees that it will be responsible for all state and local personal property taxes arising out of or otherwise related to the use of the vehicle.
(iii) Employee's 94,333 vested stock options will be exchanged for 28,400 new options exercisable at a strike price of $0.50, which must be exercised, if at all, prior to November 30, 2003.
(iv) The Company shall maintain a policy of Directors and Officers liability insurance with substantially the same coverage as currently exists, and shall extend such to Employee until such time as all applicable statutes of limitation have expired. The Company shall provide Employee evidence of such insurance as Employee may reasonably request from time to time.
(v) The Company shall pay Employee's legal counsel, Del Negro, Feldman & Volpe, an amount equal to the legal fees actual▇▇ ▇▇▇▇▇▇ed ▇▇▇ ▇▇id ▇▇ ▇▇ployee in connection with this matter, in an amount not to exceed $3,500.
(vi) The Company shall pay to Employee on December 1, 2002, the sum of $5,000 representing an outplacement services allowance.
(vii) The dental insurance, long term disability and life insurance coverage provided to Employee by the Company shall remain in force until August 31, 2003. The Company agrees that it will turn both the long term disability policy and the life insurance policy relating to such coverage over to Employee, so that Employee can renew either or both of the policies, at Employee's expense.
(viii) Employee shall be entitled to participate in the Company's Section 125 Plan in accordance with the terms of such Plan with respect to medical expenses and child care expenses until August 31, 2003. No payment under this paragraph shall be deemed "compensation" for purposes of any of the Company's qualified retirement plans or other benefit programs. Payment under this paragraph does not entitle Employee to any retirement plan contributions by the Company for Employee's benefit or account. No payment under this paragraph shall be due before the expiration (without revocation) of the seven day revocation period, and only following the proper execution and return of the acknowledgement form attached as Exhibit C. The consideration specified in this paragraph is an amount to which Employee is not otherwise entitled, entitled to the Separation Payment unless Employee signs and constitutes additional executes this Agreement within the designated twenty-one (21)-day consideration for Employee's release period and waiver of potential claims identified in paragraph 7 below, including without limitation a potential claim for age discrimination under the Age Discrimination in Employment Act, and additional consideration for the agreements made in paragraphs 14 and 15 belowdoes not revoke this Agreement.
Appears in 1 contract
Sources: Separation and General Release Agreement (Global Clean Energy Holdings, Inc.)
Separation Payment. Conditioned upon In exchange for the execution of this Agreement and Employee's signing ’s agreement to the term’s hereof, the Company will pay to Employee the following (notwithstanding any contrary language in the Employment Agreement where severance is not otherwise provided in the context of Employee’s resignation):
(a) the lump sum of Three Hundred Twenty-One Thousand Three Hundred Dollars and Zero Cents ($321,300.00), less required withholdings, representing twelve (12) months of Employee’s salary; and
(b) the lump sum of One Hundred Fifteen Thousand Two Hundred Twenty-Nine Dollars and Zero Cents ($115,229.00), less required withholdings, representing an amount equal to Employee’s previous year’s Bonus (the 2024 cash payment under the Short Term Incentive Plan), as defined in Schedule A of the Employment Agreement. The payments described in Paragraph 2(a) and (b) shall collectively be referred to herein as the “Separation Payment.” An IRS Form W-2 will be issued to Employee for the Separation Payment. The Separation Payment is contingent on Employee’s execution and delivery to the Company of two originals of this Agreement. Assuming Employee timely signs this Agreement (in accordance with Paragraph 21) and does not revoke his signature within the seven (7) day revocation period (as set forth in Paragraph 22), the Separation Payment will be paid within sixty (60) days following the Effective Date (defined below) of this Agreement, expiration of in accordance with the seven day revocation period without revocationCompany’s standard payroll practices. Except for the payments set forth in this Agreement, and Employee's properly executing and returning including the attached acknowledgment form to the Company (consultancy arrangements set forth in Exhibit C) indicating his decision not to revoke this Agreement:
(i) The Company shall pay Employee a total gross separation payment of $129,375.00, less ordinary tax withholding and all required deductions. Employee shall receive nine (9) equal installments of $14,375.00 gross each, less ordinary tax withholding and all required deductions, with an installment payable on the first business day of each of nine consecutive months beginning on December 1, 2002 and ending on August 1, 2003, with the first such payment being due no earlier than the first regular business day following the expiration (without revocation) of the seven day revocation period, and only following the proper execution and return of the acknowledgement form attached as Exhibit C.
(ii) The Company will continue to allow Employee to use the vehicle currently being leased by the Company and in the possession of Employee for the remaining 32 months of the lease. The Company will continue to make monthly lease payments of $579.71 to the leasing company, with the first such payment due December 1, 2002 and the final such payment due July 1, 2005. Employee agrees to surrender the vehicle to the Company, at the Company's offices, on or before July 31, 2005. The Company acknowledges and agrees that it will obtain and maintain, at its expense, insurance coverage on the vehicle for the remainder of the lease. Employee agrees that he will be responsible for the maintenance of the vehicle, and will bear all costs of this maintenance. Employee agrees that he will be responsible for any mileage charges that result in the event that the vehicle is driven more than 48,750 miles in the aggregate. The Company agrees that it will be responsible for all state and local personal property taxes arising out of or otherwise related to the use of the vehicle.
(iii) Employee's 94,333 vested stock options will be exchanged for 28,400 new options exercisable at a strike price of $0.50, which must be exercised, if at all, prior to November 30, 2003.
(iv) The Company shall maintain a policy of Directors and Officers liability insurance with substantially the same coverage as currently exists, and shall extend such to Employee until such time as all applicable statutes of limitation have expired. The Company shall provide Employee evidence of such insurance as Employee may reasonably request from time to time.
(v) The Company shall pay Employee's legal counsel, Del Negro, Feldman & Volpe, an amount equal to the legal fees actual▇▇ ▇▇▇▇▇▇ed ▇▇▇ ▇▇id ▇▇ ▇▇ployee in connection with this matter, in an amount not to exceed $3,500.
(vi) The Company shall pay to Employee on December 1, 2002, the sum of $5,000 representing an outplacement services allowance.
(vii) The dental insurance, long term disability and life insurance coverage provided to Employee by the Company shall remain in force until August 31, 2003. The Company agrees that it will turn both the long term disability policy and the life insurance policy relating to such coverage over to Employee, so that Employee can renew either or both of the policies, at Employee's expense.
(viii) Employee shall be entitled to participate in no other payments from the Company's Section 125 Plan in accordance with Company after the terms of such Plan with respect to medical expenses and child care expenses until August 31, 2003Separation Date. No payment under this paragraph In no event shall the Separation Payment be deemed "compensation" included or calculated for purposes of determining any of the Company's qualified retirement plans 401(k) or other benefit programs. Payment under this paragraph does not entitle Employee to any retirement plan contributions by the Company for Employee's benefit or account. No payment under this paragraph shall be due before the expiration (without revocation) of the seven day revocation period, and only following the proper execution and return of the acknowledgement form attached as Exhibit C. The consideration specified in this paragraph is an amount benefits to which Employee may be entitled. All such 401(k) or other retirement benefits, if any, shall be calculated through the Separation Date only. Employee agrees that the Separation Payment is not otherwise entitled, due and constitutes additional consideration for owing to Employee's release and waiver of potential claims identified in paragraph 7 below, including without limitation a potential claim for age discrimination under the Age Discrimination in Employment Act, and additional consideration for the agreements made in paragraphs 14 and 15 below.
Appears in 1 contract
Sources: Consulting and Separation Agreement (Perpetua Resources Corp.)
Separation Payment. Conditioned upon Employee's signing of this Agreement, expiration of the seven day revocation period without revocation, and Employee's properly executing and returning the attached acknowledgment form to the Company (Exhibit C) indicating his decision not to revoke this Agreement:
(i) The Company shall pay Employee a total gross separation payment Payment of $129,375.00, less ordinary tax withholding and all required deductions. Employee shall receive nine (9) equal installments of $14,375.00 gross each, less ordinary tax withholding and all required deductions, with an installment payable on the first business day of each of nine consecutive months beginning on December 1, 2002 and ending on August 1, 2003, with the first such payment being due no earlier than the first regular business day following the expiration (without revocation) of the seven day revocation period, and only following the proper execution and return of the acknowledgement form attached as Exhibit C.
(ii) The Company will continue to allow Employee to use the vehicle currently being leased by the Company and in the possession of Employee for the remaining 32 months of the lease. The Company will continue to make monthly lease payments of $579.71 to the leasing company, with the first such payment due December 1, 2002 and the final such payment due July 1, 2005. Employee agrees to surrender the vehicle to the Company, at the Company's offices, on or before July 31, 2005. The Company acknowledges and agrees that it will obtain and maintain, at its expense, insurance coverage on the vehicle for the remainder of the lease. Employee agrees that he will be responsible for the maintenance of the vehicle, and will bear all costs of this maintenance. Employee agrees that he will be responsible for any mileage charges that result in the event that the vehicle is driven more than 48,750 miles in the aggregate. The Company agrees that it will be responsible for all state and local personal property taxes arising out of or otherwise related to the use of the vehicle.
(iii) Employee's 94,333 vested stock options will be exchanged for 28,400 new options exercisable at a strike price of $0.50, which must be exercised, if at all, prior to November 30, 2003.
(iv) The Company shall maintain a policy of Directors and Officers liability insurance with substantially the same coverage as currently exists, and shall extend such to Employee until such time as all applicable statutes of limitation have expired. The Company shall provide Employee evidence of such insurance as Employee may reasonably request from time to time.
(v) The Company shall pay Employee's legal counsel, Del Negro, Feldman & Volpe, an amount equal to the legal fees actual▇▇ ▇▇▇▇▇▇ed ▇▇▇ ▇▇id ▇▇ ▇▇ployee in connection with this matter, in an amount not to exceed $3,500.
(vi) The Company shall pay to Employee on December 1, 2002, the sum of (a) two times Your current annual base salary, which is One Million Eight Hundred Thousand Dollars ($5,000 representing an outplacement services allowance.
1,800,000), and (viib) The the cost of continued medical, dental insuranceand vision benefits for a period of 24 months, long term disability which is Forty-Eight Thousand Five Hundred and life insurance coverage provided to Employee by the Company shall remain in force until August 31One Dollars ($48,501). Such amount will be paid, 2003. The Company agrees that it will turn both the long term disability policy and the life insurance policy relating to such coverage over to Employee, so that Employee can renew either or both of the policies, at Employee's expense.
(viii) Employee shall be entitled to participate in the Company's Section 125 Plan in accordance with the terms of the Spire Inc. Executive Severance Plan and subject to Subparagraph 20(G) below, on the first payroll after the sixtieth (60th) day following Your Separation Date and will be reduced by all required payroll tax withholdings.
(ii) In satisfaction of any obligation to grant to You a prorated annual bonus for Spire’s fiscal year 2025 under Spire’s Annual Incentive Plan (the “AIP”), payment in the amount of Five Hundred Twenty-Five Thousand Dollars ($525,000), it being understood that such payment is equivalent to Spire’s current expectation of the amount that would be payable to You pursuant to the AIP. Such amount will be paid at the same time as Spire pays AIP bonuses to other executives in December 2025 and will be reduced by all required payroll tax withholdings.
(iii) Pursuant to the applicable award agreements, the outstanding Performance Contingent Stock Unit Awards granted to You on November 18, 2022, November 20, 2023 and November 22, 2024, in each case, under Spire’s 2015 Equity Incentive Plan with respect (the “EIP”), will remain outstanding and You will be eligible to medical expenses earn a prorated award, as the Administrator (as defined in the EIP) in its sole discretion may determine, based on the number of full months You were a participant during the applicable performance period and child care expenses until August 31will be eligible to receive the shares earned to the extent certified by the Committee (as defined in the EIP); provided, 2003. No payment however, any portion of a prorated award that has been previously deferred under this paragraph Spire’s Deferred Income Plan shall be deemed "compensation" contributed in cash to the Deferred Income Plan. For the avoidance of doubt, Your other outstanding equity awards will be forfeited for purposes of any of no consideration on the Company's qualified retirement plans or other benefit programs. Payment under this paragraph does not entitle Employee to any retirement plan contributions by the Company for Employee's benefit or account. No payment under this paragraph shall be due before the expiration (without revocation) of the seven day revocation period, and only following the proper execution and return of the acknowledgement form attached as Exhibit C. The consideration specified in this paragraph is an amount to which Employee is not otherwise entitled, and constitutes additional consideration for Employee's release and waiver of potential claims identified in paragraph 7 below, including without limitation a potential claim for age discrimination under the Age Discrimination in Employment Act, and additional consideration for the agreements made in paragraphs 14 and 15 belowSeparation Date.
Appears in 1 contract
Separation Payment. Conditioned upon Employee's signing Without admission of any liability and in exchange for the releases and covenants contained in this Agreement, expiration of the seven day revocation period without revocation, and Employee's properly executing and returning the attached acknowledgment form to the Company (Exhibit C) indicating his decision not to revoke this Agreement:
(i) The Company shall pay Employee a total gross separation payment of $129,375.00, less ordinary tax withholding and all required deductions. Employee shall receive nine (9) equal installments of $14,375.00 gross each, less ordinary tax withholding and all required deductions, with an installment payable on the first business day of each of nine consecutive months beginning on December 1, 2002 and ending on August 1, 2003, with the first such payment being due no earlier than the first regular business day following the expiration (without revocation) of the seven day revocation period, and only following the proper execution and return of the acknowledgement form attached as Exhibit C.
(ii) The Company will continue to allow Employee to use the vehicle currently being leased by the Company and in the possession of Employee for the remaining 32 months of the lease. The Company will continue to make monthly lease payments of $579.71 to the leasing company, with the first such payment due December 1, 2002 and the final such payment due July 1, 2005. Employee agrees to surrender the vehicle to the Company, at the Company's offices, on or before July 31, 2005. The Company acknowledges and agrees that it will obtain and maintain, at its expense, insurance coverage on the vehicle for the remainder of the lease. Employee agrees that he will be responsible for the maintenance of the vehicle, and will bear all costs of this maintenance. Employee agrees that he will be responsible for any mileage charges that result in the event that the vehicle is driven more than 48,750 miles in the aggregate. The Company agrees that it will be responsible for all state and local personal property taxes arising out of or otherwise related to the use of the vehicle.
(iii) Employee's 94,333 vested stock options will be exchanged for 28,400 new options exercisable at pay you a strike price of $0.50, which must be exercised, if at all, prior to November 30, 2003.
(iv) The Company shall maintain a policy of Directors and Officers liability insurance with substantially the same coverage as currently exists, and shall extend such to Employee until such time as all applicable statutes of limitation have expired. The Company shall provide Employee evidence of such insurance as Employee may reasonably request from time to time.
(v) The Company shall pay Employee's legal counsel, Del Negro, Feldman & Volpe, an lump sum amount equal to £136,500 GBP (£65,000 redundancy and £71,500 pro-rated ICP Bonus) in lieu of any statutory notice entitlement and as compensation for loss of employment on redundancy and 2005 ICP Bonus, which shall be payable in entirety within thirty (30) days after the legal fees actual▇▇ Separation Date, subject to Section 7, herein. All applicable statutory withholding taxes (at the applicable statutory rates) and employee National Insurance contributions will be deducted from this payment (the “Separation Payment”). However, it is the Company’s understanding that the first £30,000 GBP of the Separation Payment will be paid under sections 401 and 403 Income Tax (Earnings and P▇▇▇▇▇▇ed ▇) ▇▇▇ ▇▇id ▇▇ ▇▇ployee in connection with and that this matter, in an amount not sum can/will be paid without a requirement for the Company to exceed $3,500.
(vi) The Company deduct income tax. If the Inland revenue or other relevant authority should decide that any further tax and/or employee’s national insurance shall pay to Employee on December 1, 2002be payable, the sum of $5,000 representing responsibility for such payments shall be your responsibility. In addition to the Separation Payment, provided you have not begun to provide services (as an outplacement services allowance.
employee, consultant or otherwise) to another person or entity (vii) The dental insurance, long term disability and life insurance coverage provided to Employee by other than for the Company shall remain in force until August 31or any of its subsidiaries) which are expected to continue for more than thirty (30) days, 2003. The Company agrees that it or which do continue for more than thirty (30) days (“Services”), you will turn both receive up to an additional six (6) monthly payments equal to your monthly basic salary, beginning as soon as is practicable after the long term disability policy six-month anniversary of your Separation Date and ending on the life insurance policy relating to such coverage over to Employee, so that Employee can renew earlier of either or both the twelve (12) month anniversary of the policiesSeparation Date, at Employee's expense.
or the date you begin to provide Services (viiithe first six (6) Employee shall be entitled to participate in months following the Company's Section 125 Plan Separation Date plus any additional period of time during which you receive the additional monthly payments in accordance with this provision is known as the terms “Severance Continuation Period”). You and the Company hereby acknowledge and agree that, except as expressly provided in Sections 3, 4, 5 and 6 of such Plan with respect this Agreement, the Separation Payment is being paid to medical expenses you in lieu of, and child care expenses until August 31, 2003. No payment under this paragraph shall be deemed "compensation" for purposes in satisfaction of any liability or obligation of the Company's qualified retirement plans Company or any of its affiliates for, any amount or benefit that would have been payable or required to be provided to you under the Employment Agreement or otherwise, including for salary, benefits, bonus, statutory redundancy, and other benefit programs. Payment compensation or benefits to which you may have been entitled under this paragraph does not entitle Employee to applicable law or any retirement plan contributions by or arrangement of the Company for Employee's benefit or account. No payment under this paragraph shall be due before any of its affiliates in respect of or as a result of your employment or the expiration (without revocation) termination of the seven day revocation period, and only following the proper execution and return of the acknowledgement form attached as Exhibit C. The consideration specified in this paragraph is an amount to which Employee is not otherwise entitled, and constitutes additional consideration for Employee's release and waiver of potential claims identified in paragraph 7 below, including without limitation a potential claim for age discrimination under the Age Discrimination in Employment Act, and additional consideration for the agreements made in paragraphs 14 and 15 belowyour employment contemplated hereby.
Appears in 1 contract
Separation Payment. Conditioned upon Employee's signing of this AgreementSubject to Section 26, expiration of the seven day revocation period without revocation, and Employee's properly executing and returning the attached acknowledgment form to the Company shall pay Executive the following amounts in the manner as forth for each below (Exhibit C) indicating his decision not to revoke this Agreement:collectively, the “Separation Payment”):
(i) The Company shall pay Employee a total gross separation payment of an amount equal to $129,375.00286,500, less ordinary tax withholding applicable taxes and all required deductions. Employee shall receive nine (9) equal installments of $14,375.00 gross eachwithholdings, less ordinary tax withholding and all required deductionsas an additional separation payment, with an installment payable on the first business day of each of nine consecutive months beginning on or before December 131, 2002 and ending on August 1, 2003, with the first such payment being due no earlier than the first regular business day following the expiration (without revocation) of the seven day revocation period, and only following the proper execution and return of the acknowledgement form attached as Exhibit C.2019;
(ii) The Company will continue to allow Employee to use the vehicle currently being leased by the Company and in the possession of Employee for the remaining 32 months of the lease. The Company will continue to make monthly lease payments of $579.71 to the leasing company, with the first such payment due December 1, 2002 and the final such payment due July 1, 2005. Employee agrees to surrender the vehicle to the Company, at the Company's offices, on or before July 31, 2005. The Company acknowledges and agrees that it will obtain and maintain, at its expense, insurance coverage on the vehicle for the remainder of the lease. Employee agrees that he will be responsible for the maintenance of the vehicle, and will bear all costs of this maintenance. Employee agrees that he will be responsible for any mileage charges that result in the event that the vehicle is driven more than 48,750 miles in the aggregate. The Company agrees that it will be responsible for all state and local personal property taxes arising out of or otherwise related to the use of the vehicle.
(iii) Employee's 94,333 vested stock options will be exchanged for 28,400 new options exercisable at a strike price of $0.50, which must be exercised, if at all, prior to November 30, 2003.
(iv) The Company shall maintain a policy of Directors and Officers liability insurance with substantially the same coverage as currently exists, and shall extend such to Employee until such time as all applicable statutes of limitation have expired. The Company shall provide Employee evidence of such insurance as Employee may reasonably request from time to time.
(v) The Company shall pay Employee's legal counsel, Del Negro, Feldman & Volpe, an amount equal to the legal fees actual▇▇ ▇▇▇▇▇▇ed ▇▇▇ ▇▇id ▇▇ ▇▇ployee in connection with this matter, in Annual Bonus for the 2019 fiscal year that would have been paid to Executive if he had remained an amount not to exceed $3,500.
(vi) The Company shall pay to Employee on December 1, 2002, the sum of $5,000 representing an outplacement services allowance.
(vii) The dental insurance, long term disability and life insurance coverage provided to Employee by the Company shall remain in force until August 31, 2003. The Company agrees that it will turn both the long term disability policy and the life insurance policy relating to such coverage over to Employee, so that Employee can renew either or both employee of the policies, at Employee's expense.
(viii) Employee shall be entitled to participate in Employer on the Company's Section 125 Plan date on which such Annual Bonus is payable in accordance with the terms practice of such Plan the Company (the “Bonus Payment Date”), determined in accordance with the performance by the Company with respect to medical expenses the criteria applicable thereto as previously adopted by the Compensation Committee of the Board, such amount, less applicable taxes and child care expenses withholdings, to be paid to Executive on the Bonus Payment Date or March 15, 2020, whichever is earlier (the “2019 Annual Bonus Amount”);
(iii) an amount equal to the sum of (A) $859,287 (equal to 1.5 times Executive’s final Base Salary), plus (B) 1.5 times the 2019 Annual Bonus Amount, in each case, less applicable taxes and withholdings, as a separation payment in equal or nearly equal installments on the Employer’s regularly scheduled payroll dates beginning on the Employer’s first regularly scheduled payday following the Date of Termination and continuing thereafter for 18 months until August 31such amount is paid in full; provided, 2003. No payment however, that until the 2019 Annual Bonus Amount has been determined in the manner described in Section 5(a)(ii), then, solely for purposes of paying the installments required to be paid under this paragraph clause 5(a)(iii) prior to such determination, the 2019 Annual Bonus Amount shall be deemed "compensation" to be equal to $572,858 (Executive’s target for purposes of any the 2019 Annual Bonus Amount); provided further that, after the determination of the Company's qualified retirement plans or other benefit programs. Payment actual 2019 Annual Bonus Amount, the amount of the remaining equal installments under this paragraph does not entitle Employee clause 5(a)(iii) will be increased or decreased, as applicable, so that, at the end of such 18-month period, the cumulative total payments of all installments paid after the Date of Termination is equal to any retirement plan contributions by the Company for Employee's benefit or account. No payment total amount required to be paid under this paragraph shall be due before the expiration (without revocation) of the seven day revocation period, and only following the proper execution and return of the acknowledgement form attached as Exhibit C. The consideration specified in this paragraph is an amount to which Employee is not otherwise entitled, and constitutes additional consideration for Employee's release and waiver of potential claims identified in paragraph 7 below, including without limitation a potential claim for age discrimination under the Age Discrimination in Employment Act, and additional consideration for the agreements made in paragraphs 14 and 15 belowclause 5(a)(iii).
Appears in 1 contract
Sources: Separation and Release Agreement (Chaparral Energy, Inc.)
Separation Payment. Conditioned upon Employee's signing of (a) In consideration for entering into this Agreement, expiration of the seven day revocation period without revocation, and Employee's properly executing and returning the attached acknowledgment form Employer shall pay to the Company Employee the sum of Seven Hundred Fifteen Thousand Dollars (Exhibit C) indicating his decision not to revoke this Agreement:
(i) The Company shall pay Employee a total gross separation payment of $129,375.00715,000), less ordinary tax withholding and all legally required deductions. payroll deductions (“Separation Payment”), which sum shall be paid to Employee shall receive nine (9) in equal consecutive monthly installments of $14,375.00 gross each, less ordinary tax withholding and all required deductions, with an installment payable on the first business day of each of nine consecutive months beginning on December 1, 2002 and ending on August 1, 2003, with the first such payment being due no earlier than installment paid on the first regular business day of the month next following the expiration (without revocation) effective date of termination of Employee’s employment hereunder; provided, however, that the seven day revocation period, and only following the proper execution and return of the acknowledgement form attached as Exhibit C.
(ii) The Company will continue to allow Employee to use the vehicle currently being leased by the Company and in the possession of Employee for the remaining 32 months of the lease. The Company will continue to make monthly lease payments of $579.71 all such installments otherwise payable prior to the leasing company, with the first such payment due December 1, 2002 and the final such payment due July 1, 2005. Employee agrees to surrender the vehicle to the Company, at the Company's offices, 2008 shall be deferred and paid on or before July 31, 2005such date. The Company acknowledges and agrees parties agree that it will obtain and maintain, at its expense, insurance coverage on this payment schedule meets the vehicle for the remainder requirements set forth in Section 6.01 of the lease. Employee agrees that he will be responsible for Amended and Restated Employment Agreement dated as of May 12, 2006 (the maintenance of the vehicle, and will bear all costs of this maintenance. Employee agrees that he will be responsible for any mileage charges that result in the event that the vehicle is driven more than 48,750 miles in the aggregate. The Company agrees that it will be responsible for all state and local personal property taxes arising out of or otherwise related to the use of the vehicle“Employment Agreement”).
(iiib) In addition to the payment set forth above in Section 2(a), the parties acknowledge that the Employee shall receive all wages and payments for accrued paid time off in Employee's 94,333 vested ’s final paycheck on January 4, 2008.
(c) The parties agree that a total of 45,837 stock options will be exchanged for 28,400 new options exercisable of the Company’s common stock at a strike price of $0.5027.65 scheduled to vest on January 31, which must 2008 shall vest immediately as of the Separation Date. All other unvested stock options as of the Separation Date shall be exercisednull and void. The Employee shall have a period of ninety (90) days from the Separation Date to exercise vested but unexercised stock options, if at allapplicable, prior to November 30, 2003.
(iv) The Company after which time all such unexercised stock options shall maintain a policy of Directors and Officers liability insurance with substantially the same coverage as currently exists, and shall extend such to Employee until such time as all applicable statutes of limitation have expiredexpire. The Company employee acknowledges that notwithstanding the preceding sentence, any shares that he may obtain upon the exercise of options that are subject to the Transfer Restriction Agreement he executed on January 27, 2006 shall provide Employee evidence be transferable only pursuant to the terms of such insurance as agreement. The parties agree that since the Employee may reasonably request from time to time.
(v) The is no longer an employee of the Company shall pay Employee's legal counsel, Del Negro, Feldman & Volpe, an amount equal he is no longer subject to the legal fees actualpre-established blackout periods of the Company’s ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ed ▇▇▇ ▇▇id ▇▇ ▇▇ployee Policy. However, the Employee acknowledges that he must continue to comply with Section 16 of Securities Exchange Act of 1934 (“Section 16”), as amended and Rule 10b-5, promulgated by the Securities and Exchange Commission, and the Company shall assist the Employee with compliance with Section 16. In addition, the Employee acknowledges that he is no longer entitled to any of the equity compensation that was granted to him in connection with this matter, in an amount not to exceed $3,500December 2007.
(vid) The Company shall pay to Employee on December 1Employer represents and warrants, 2002, the sum of $5,000 representing an outplacement services allowance.
(vii) The dental insurance, long term disability and life insurance coverage provided to Employee by the Company shall remain in force until August 31, 2003. The Company agrees that it will turn both the long term disability policy and the life insurance policy relating Employee acknowledges, that the consideration paid to such coverage over the Employee under this Agreement is at least equal to Employee, so that the amount the Employee can renew either or both of the policies, at Employee's expense.
(viii) Employee shall would be entitled to participate in the Company's Section 125 Plan in accordance with the terms of such Plan with respect to medical expenses and child care expenses until August 31, 2003. No payment under this paragraph shall be deemed "compensation" for purposes of any upon termination of the Company's qualified retirement plans or other benefit programs. Payment under this paragraph does not entitle Employee Employee’s employment pursuant to any retirement plan contributions by the Company for Employee's benefit or account. No payment under this paragraph shall be due before the expiration (without revocation) of the seven day revocation period, and only following the proper execution and return of the acknowledgement form attached as Exhibit C. The consideration specified in this paragraph is an amount to which Employee is not otherwise entitled, and constitutes additional consideration for Employee's release and waiver of potential claims identified in paragraph 7 below, including without limitation a potential claim for age discrimination under the Age Discrimination in Employment Act, and additional consideration for the agreements made in paragraphs 14 and 15 belowSection 6.01.
Appears in 1 contract
Sources: Separation Agreement (Childrens Place Retail Stores Inc)
Separation Payment. Conditioned upon Employee's signing of this Agreement, expiration of the seven day revocation period without revocation, and Employee's properly executing and returning the attached acknowledgment form to the Company (Exhibit C) indicating his decision not to revoke this Agreement:
(i) The Company shall pay Employee a total gross separation payment of $129,375.00, less ordinary tax withholding and all required deductions. Employee shall receive nine (9) equal installments of $14,375.00 gross each, less ordinary tax withholding and all required deductions, with an installment payable on the first business day of each of nine consecutive months beginning on December 1, 2002 and ending on August 1, 2003, with the first such payment being due no earlier than the first regular business day following the expiration (without revocation) of the seven day revocation period, and only following the proper execution and In return of the acknowledgement form attached as Exhibit C.
(ii) The Company will continue to allow Employee to use the vehicle currently being leased by the Company and in the possession of Employee for the remaining 32 months of the lease. The Company will continue to make monthly lease payments of $579.71 to the leasing company, with the first such payment due December 1, 2002 and the final such payment due July 1, 2005. Employee agrees to surrender the vehicle to the Company, at the Company's offices, on or before July 31, 2005. The Company acknowledges and agrees that it will obtain and maintain, at its expense, insurance coverage on the vehicle for the remainder of the lease. Employee agrees that he will be responsible for the maintenance of the vehicle, and will bear all costs of this maintenance. Employee agrees that he will be responsible for any mileage charges that result in the event that the vehicle is driven more than 48,750 miles in the aggregate. The Company agrees that it will be responsible for all state and local personal property taxes arising out of or otherwise related to the use of the vehicle.
(iii) Employee's 94,333 vested stock options will be exchanged for 28,400 new options exercisable at a strike price of $0.50, which must be exercised, if at all, prior to November 30, 2003.
(iv) The Company shall maintain a policy of Directors and Officers liability insurance with substantially the same coverage as currently exists, and shall extend such to Employee until such time as all applicable statutes of limitation have expired. The Company shall provide Employee evidence of such insurance as Employee may reasonably request from time to time.
(v) The Company shall pay Employee's legal counsel, Del Negro, Feldman & Volpe, an amount equal to the legal fees actual▇▇ ▇▇▇▇▇▇ed ▇’▇ promises, obligations, acknowledgements, agreements, warranties and representations as set forth in this Agreement, including his continued service during the Notice Period as set forth in the fifth Whereas clause in the recitals above, the Company shall pay ▇▇▇▇▇▇▇ ▇▇the following: (id ▇▇ ▇▇ployee in connection with this matter, in an amount not to exceed $3,500.
(vi) The Company shall pay to Employee on December 1, 2002, the sum of $5,000 223,050.00, representing an outplacement services allowance.
the continuation of ▇▇▇▇▇▇▇’▇ Base Salary (vii) The dental insurance, long term disability and life insurance coverage provided to Employee by the Company shall remain in force until August 31, 2003. The Company agrees that it will turn both the long term disability policy and the life insurance policy relating to such coverage over to Employee, so that Employee can renew either or both of the policies, at Employee's expense.
(viii) Employee shall be entitled to participate as defined in the Company's Section 125 Plan Employment Agreement) from the Separation Date through the period ending nine (9) months from the Separation Date, less all applicable withholdings, deductions and taxes as required by law, payable in installments in accordance with the Company’s normal payroll practices, less all applicable withholdings, deductions and #240532573_v8 taxes as required by law, at the same times in the same manner in which such Base Salary would have been payable to ▇▇▇▇▇▇▇ had a termination of employment not occurred; and (ii) the sum of $16,296.00, representing one hundred percent (100%) of ▇▇▇▇▇▇▇’▇ Annual Bonus (based on the 2023 target annual bonus) that would have accrued for the period between January 1, 2024 through March 8, 2024, less all applicable withholdings, deductions and taxes as required by law payable in one lump sum after April 26, 2024 (the foregoing payments delineated in above clauses (i) and (ii) shall collectively be referred to herein as the “Separation Amount”). The Separation Amount will be reported on an IRS Form W-2. ▇▇▇▇▇▇▇ acknowledges, understands and agrees that, the Separation Amount equals or exceeds the amounts to which ▇▇▇▇▇▇▇ is entitled, including pursuant to the terms of such Plan with respect the Employment Agreement. For the avoidance of doubt, so long as ▇▇▇▇▇▇▇ continues employment during the Notice Period and does not otherwise resign and is not terminated for ▇▇▇▇▇, ▇▇▇▇▇▇▇ will receive (x) the remaining balance owed to medical expenses and child care expenses until August ▇▇▇▇▇▇▇ for any unpaid Annual Bonus payments accrued for period between January 1, 2023 through December 31, 2003. No payment under this paragraph shall be deemed "compensation" for purposes 2023, as determined by the Compensation Committee in the ordinary course, less all applicable withholdings, deductions and taxes as required by law; and (y) issuance of any shares of Company Common Stock in respect of the Company's qualified retirement plans or other benefit programs5,916 RSUs that would vest in the ordinary course during the Notice Period. Payment under this paragraph Provided ▇▇▇▇▇▇▇ does not entitle Employee to any retirement plan contributions revoke the Agreement within the Revocation Period (as defined in Paragraph 18 below), the Company shall pay the first installment of the Separation Amount within 21 calendar days following the Effective Date (as defined in Paragraph 18 below). ▇▇▇▇▇▇▇ understands, acknowledges and agrees that the Separation Amount will be paid by the Company for Employee's benefit or account. No payment under this paragraph shall be due before the expiration provided: (without revocationa) of the seven day revocation period, and only following the proper execution and return of the acknowledgement form attached as Exhibit C. The consideration specified in this paragraph is an amount to which Employee ▇▇▇▇▇▇▇ is not otherwise entitledin breach of any term, condition, warranty, representation, covenant or provision of this Agreement, (b) ▇▇▇▇▇▇▇ does not revoke the Agreement within the Revocation Period described in Paragraph 18 below; and constitutes additional consideration for Employee's release (c) ▇▇▇▇▇▇▇ first returns a signed (by him in wet ink) and waiver dated (by him in wet ink) copy of potential claims identified in paragraph 7 below, including without limitation a potential claim for age discrimination under this Agreement to the Age Discrimination in Employment Act, Company. The Company and additional ▇▇▇▇▇▇▇ agree that the Separation Amount is not an entitlement and shall serve as good and sufficient consideration for the agreements made release set forth in paragraphs 14 Paragraph 4 of this Agreement, his obligations set forth in Paragraphs 11 and 15 12 (including any subparts) of this Agreement and the other obligations and covenants ▇▇▇▇▇▇▇ has agreed to in this Agreement. In the event ▇▇▇▇▇▇▇ breaches any term, condition, warranty, representation, covenant or provision under this Agreement, ▇▇▇▇▇▇▇ understands and agrees that his right and entitlement to the Separation Amount, including, but not limited to, any installments thereof, as well as any other benefits under this Agreement, including, but not limited to those benefits described in Paragraph 3 below, shall be automatically forfeited, null and void without any further obligations being owed to ▇▇▇▇▇▇▇ by the Company.
Appears in 1 contract
Sources: Confidential Separation Agreement (International Money Express, Inc.)
Separation Payment. Conditioned upon Employee's signing of this Agreement, expiration of the seven day revocation period without revocation, In addition to salary and Employee's properly executing and returning the attached acknowledgment form benefits earned prior to the Company (Exhibit C) indicating his decision not to revoke this Agreement:
(i) The Company shall pay Employee a total gross separation payment of $129,375.00Separation Date, less ordinary tax withholding and all required deductions. Employee shall receive nine (9) equal installments of $14,375.00 gross each, less ordinary tax withholding and all required deductions, with an installment payable on the first business day of each of nine consecutive months beginning on December 1, 2002 and ending on August 1, 2003, with the first such payment being due no earlier than the first regular business day following the expiration (without revocation) of the seven day revocation period, and only following the proper execution and return of the acknowledgement form attached as Exhibit C.
(ii) The Company will continue to allow Employee to use the vehicle currently being leased by the Company and in the possession of Employee for the remaining 32 months of the lease. The Company will continue to make monthly lease payments of $579.71 to the leasing company, with the first such payment due December 1, 2002 and the final such payment due July 1, 2005. Employee agrees to surrender the vehicle to the Company, at the Company's offices, on or before July 31, 2005. The Company acknowledges and agrees that it will obtain and maintain, at its expense, insurance coverage on the vehicle for the remainder of the lease. Employee agrees that he will be responsible for the maintenance of the vehicle, and will bear all costs of this maintenance. Employee agrees that he will be responsible for any mileage charges that result in the event that the vehicle is driven more than 48,750 miles Employee signs this Agreement and does not revoke it within seven (7) days (as permitted in Section 15 of this Agreement), then the aggregate. The Company agrees that it will be responsible for all state and local personal property taxes arising out of or otherwise related to Employee shall receive the use of the vehicle.following as consideration:
(iii) Employee's 94,333 vested stock options will be exchanged for 28,400 new options exercisable at a strike price of $0.50, which must be exercised, if at all, prior to November 30, 2003.
(iva) The Company shall maintain a policy of Directors and Officers liability insurance with substantially the same coverage as currently exists, and shall extend such to Employee until such time as all applicable statutes of limitation have expired. The Company shall provide Employee evidence of such insurance as Employee may reasonably request from time to time.
(v) The Company shall pay Employee's legal counsel, Del Negro, Feldman & Volpe, an amount equal to the legal fees actual▇▇ ▇▇▇▇▇▇ed ▇▇▇ ▇▇id ▇▇ ▇▇ployee in connection with this matter, in an amount not to exceed $3,500.
(vi) The Company Employer shall pay to the Employee on December 1, 2002, the sum of Seven Hundred and Thirty Eight Thousand Four Hundred and Fifty Nine Dollars ($5,000 representing an outplacement services allowance.738,459.32), less legally required payroll deductions and deductions for health insurance in twenty two (22) equal monthly installments to be received by the last day of each month commencing March 2000;
(viib) The dental insuranceEmployer shall continue to carry the Employee on the Employer's health insurance plan until the earlier of: (i) December 31, long term disability and 2001; or (ii) Employee is covered by another health insurance policy, subject to standard employee contributions which shall be withheld from the separation payments set forth above
(c) The Employer shall continue to pay the premiums on the Employee's existing life insurance policies for coverage provided to Employee by the Company shall remain in force until August through December 31, 2003. The Company agrees that it will turn both the long term disability policy and the life insurance policy relating to such coverage over to Employee, so that Employee can renew either or both of the policies, at Employee's expense.2001; and
(viiid) The Employer shall reimburse the Employee shall be entitled to participate in the Company's Section 125 Plan for all unreimbursed business expenses in accordance with the terms Employer's Standard Policies and Procedures, incurred by Employee through the Separation Date upon the delivery to the Employer of receipts for such Plan with respect expenses. The Employer represents and warrants, and the Employee acknowledges, that the consideration paid to medical expenses and child care expenses until August 31, 2003. No payment the Employee under this paragraph shall Agreement exceeds the amount the Employee would ordinarily be deemed "compensation" for purposes of any entitled to upon termination of the Company's qualified retirement plans or other benefit programs. Payment under this paragraph does not entitle Employee to any retirement plan contributions by the Company for Employee's benefit or accountemployment. No payment The Employee acknowledges that other than the consideration paid to the Employee under Section 2 of this paragraph shall be due before the expiration (without revocation) of the seven day revocation periodAgreement, and only following the proper execution and return of the acknowledgement form attached as Exhibit C. The consideration specified in this paragraph is an amount to which Employee is not otherwise entitledentitled to and hereby waives any claim for the 49,800 options which are scheduled to vest on June 28, 2000, any bonus, commission, stock (other than the stock currently owned and constitutes additional consideration for Employee's release and waiver of potential claims identified in paragraph 7 belowstock options vested through the date hereof), or any other compensation including under any contract, agreement or arrangement, including without limitation a potential claim for age discrimination under but not limited to the Age Discrimination in Employment ActAgreement dated, as of June 27, 1996, between Employee and additional consideration for the agreements made in paragraphs 14 and 15 belowEmployer.
Appears in 1 contract
Sources: Severance Agreement (Childrens Place Retail Stores Inc)
Separation Payment. Conditioned upon Employee's signing (a) In consideration for entering into this Agreement, the Employer shall pay to the Employee the sum of Nine Hundred Sixty-Seven Thousand Five Hundred Dollars ($967,500), less legally required payroll deductions (“Separation Payment”). Of that amount, $322,500 (“Initial Separation Payment”) will be severance pay payable on involuntary termination of employment for good reason under the Employment Agreement dated July 28, 2006, as amended (the “Employment Agreement”) and the balance of $645,000 (“Additional Separation Payment”) will be payable on involuntary termination of employment for good reason under the Employment Agreement. The Company will pay the Initial Separation Payment in thirteen (13) equal bi-weekly installments with the first such installment paid on the first pay period following the Separation Date. The Company will pay the Additional Separation Payment to Employee in twenty-six (26) equal bi-weekly installments with the first such installment paid on the fourteenth (14th) pay period following the Separation Date. The parties acknowledge that they have reviewed the matter and have determined that the restrictions of Section 409A(a)(2)(B)(i) of the Internal Revenue Code of 1986, as amended, concerning payments to “specified employees” are not applicable to the Initial Separation Payment and that the Initial Separation Payment is not subject to any delay of payment because the Initial Separation Payment qualifies as separation pay under Treasury Regulation 1.409A-1(b)(9) which is exempt from the restrictions of Section 409A. The parties intend that the Initial Severance Payment under this Section and the continuation of health benefits under Section 3(a) will qualify as exempt from the restrictions of Section 409A of the Code, as amended, and final regulations under Section 409A. Notwithstanding any other provision of this Agreement, expiration to the extent any payments under Section 2(a), 3(a) or both could become subject to penalties, interest and additional income tax under Section 409A of the seven day revocation period without revocationCode, the parties will cooperate to amend this Agreement to comply with Section 409A and to provide Employee with the same or equivalent value of benefits described under the applicable Section in a manner that does not result in penalties, interest or additional income tax. The Employee will cooperate with the Company to make any amendment, retroactively if necessary, which Employee and the Company reasonably determine necessary or advisable to conform this Agreement to, and Employee's properly executing and returning to satisfy the attached acknowledgment form to the Company (Exhibit C) indicating his decision not to revoke this Agreement:
(i) The Company shall pay Employee a total gross separation payment of $129,375.00conditions of, less ordinary tax withholding and all required deductions. Employee shall receive nine (9) equal installments of $14,375.00 gross each, less ordinary tax withholding and all required deductions, with an installment payable on the first business day of each of nine consecutive months beginning on December 1, 2002 and ending on August 1, 2003, with the first such payment being due no earlier than the first regular business day following the expiration (without revocation) Section 409A of the seven day revocation period, Code and only following the proper execution related regulations and return of the acknowledgement form attached as Exhibit C.
(ii) The Company will continue to allow Employee to use the vehicle currently being leased by the Company and rulings in the possession of Employee for the remaining 32 months of the lease. The Company will continue to make monthly lease payments of $579.71 to the leasing company, with the first such payment due December 1, 2002 and the final such payment due July 1, 2005. Employee agrees to surrender the vehicle to the Company, at the Company's offices, on or before July 31, 2005. The Company acknowledges and agrees a manner that it will obtain and maintain, at its expense, insurance coverage on the vehicle for the remainder of the lease. Employee agrees that he will be responsible for the maintenance of the vehicle, and will bear all costs of this maintenance. Employee agrees that he will be responsible for any mileage charges that does not result in the event that the vehicle is driven more than 48,750 miles in the aggregate. The Company agrees that it will be responsible for all state and local personal property taxes arising out of or otherwise related adverse income tax consequences to the use of the vehicleEmployee.
(iiib) Employee's 94,333 vested stock options will be exchanged for 28,400 new options exercisable at The parties agree that the Employer shall pay to the Employee a strike price bonus in the amount of Three Hundred Twenty-Two Thousand Five Hundred Dollars ($0.50322,500), less legally required payroll deductions, which must amount shall be exercised, if paid on the date the Employer makes the bonus payment to other eligible named executive officers regardless of whether Employee is employed at all, prior to November 30, 2003the payout date.
(ivc) The Company In addition to the payment set forth above in Section 2(a), the parties acknowledge that the Employee shall maintain a policy receive, in Employee’s final paycheck to be issued on May 23, 2008, all wages from May 4-27, 2008 in the total amount of Directors Forty-Two Thousand One Hundred Seventy-Three Dollars and Officers liability insurance with substantially the same coverage as currently existsEight Cents ($42,173.08), less legally required payroll deductions, and shall extend such to Employee until such payment for accrued paid time as all applicable statutes off in the total amount of limitation have expired. The Company shall provide Employee evidence of such insurance as Employee may reasonably request from time to timeNinety Three Thousand Six Hundred Forty-Eight Dollars and Seventy-Three Cents ($93,648.73), less legally required payroll deductions.
(vd) The Company shall pay Employee's legal counselEmployer represents and warrants, Del Negroand the Employee acknowledges, Feldman & Volpe, an amount that the consideration paid to the Employee under this Agreement is at least equal to or exceeds the legal fees actual▇▇ ▇▇▇▇▇▇ed ▇▇▇ ▇▇id ▇▇ ▇▇ployee in connection with this matter, in an amount not to exceed $3,500.
(vi) The Company shall pay to the Employee on December 1, 2002, the sum of $5,000 representing an outplacement services allowance.
(vii) The dental insurance, long term disability and life insurance coverage provided to Employee by the Company shall remain in force until August 31, 2003. The Company agrees that it will turn both the long term disability policy and the life insurance policy relating to such coverage over to Employee, so that Employee can renew either or both of the policies, at Employee's expense.
(viii) Employee shall would ordinarily be entitled to participate in the Company's Section 125 Plan in accordance with the terms of such Plan with respect to medical expenses and child care expenses until August 31, 2003. No payment under this paragraph shall be deemed "compensation" for purposes of any upon termination of the Company's qualified retirement plans or other benefit programs. Payment under this paragraph does not entitle Employee to any retirement plan contributions by the Company for Employee's benefit or account. No payment under this paragraph shall be due before the expiration (without revocation) of the seven day revocation period, and only following the proper execution and return of the acknowledgement form attached as Exhibit C. The consideration specified in this paragraph is an amount to which Employee is not otherwise entitled, and constitutes additional consideration for Employee's release and waiver of potential claims identified in paragraph 7 below, including without limitation a potential claim for age discrimination under the Age Discrimination in Employment Act, and additional consideration for the agreements made in paragraphs 14 and 15 below’s employment.
Appears in 1 contract
Sources: Separation Agreement (Childrens Place Retail Stores Inc)
Separation Payment. Conditioned upon Employee's signing of this AgreementIn consideration for the mutual promises exchanged herein, expiration of the seven day revocation period without revocation, and Employee's properly executing and returning the attached acknowledgment form to the Company (Exhibit C) indicating his decision not will pay to revoke this Agreement:
(i) The Company shall pay Employee a total gross separation payment of $129,375.0083,200.00, less ordinary tax withholding and all required deductions. Employee shall receive nine (9) equal installments of $14,375.00 gross each, less ordinary tax withholding and all required deductions, with an installment payable on the first business day of each of nine consecutive months beginning on December 1, 2002 and ending on August 1, 2003, with the first such payment being due no earlier than the first regular business day following the expiration (without revocation) of the seven day revocation period, and only following the proper execution and return of the acknowledgement form attached as Exhibit C.
(ii) The Company will continue to allow Employee to use the vehicle currently being leased by the Company and in the possession of Employee for the remaining 32 months of the lease. The Company will continue to make monthly lease payments of $579.71 to the leasing company, with the first such payment due December 1, 2002 and the final such payment due July 1, 2005. Employee agrees to surrender the vehicle to the Company, at the Company's offices, on or before July 31, 2005. The Company acknowledges and agrees that it will obtain and maintain, at its expense, insurance coverage on the vehicle for the remainder of the lease. Employee agrees that he will be responsible for the maintenance of the vehicle, and will bear all costs of this maintenance. Employee agrees that he will be responsible for any mileage charges that result in the event that the vehicle is driven more than 48,750 miles in the aggregate. The Company agrees that it will be responsible for all state and local personal property taxes arising out of or otherwise related to the use of the vehicle.
(iii) Employee's 94,333 vested stock options will be exchanged for 28,400 new options exercisable at a strike price of $0.50, which must be exercised, if at all, prior to November 30, 2003.
(iv) The Company shall maintain a policy of Directors and Officers liability insurance with substantially the same coverage as currently exists, and shall extend such to Employee until such time as all applicable statutes of limitation have expired. The Company shall provide Employee evidence of such insurance as Employee may reasonably request from time to time.
(v) The Company shall pay Employee's legal counsel, Del Negro, Feldman & Volpewithholdings, an amount equal to six months of Employee’s annual base salary at the legal fees actual▇▇ ▇▇▇▇▇▇ed ▇▇▇ ▇▇id ▇▇ ▇▇ployee rate currently in connection effect (the “Separation Payment”). The Separation Payment will be paid in regular installments pursuant to the Company’s normal payroll practices, less applicable withholdings, commencing with this matterthe first payroll date that is more than twenty (20) days after Employee’s execution of the Agreement, provided that Employee signs the Agreement and does not exercise his right of rescission under Section 10 herein. If Employee elects to continue participating in an amount the Company’s group medical and dental plans pursuant to applicable federal COBRA regulations following the Separation Date, then as further consideration to Employee, and provided Employee does not to exceed $3,500.
(vi) The Company shall pay to Employee on December 1, 2002exercise his right of rescission under Section 10 herein, the sum of $5,000 representing an outplacement services allowance.
(vii) Company will subsidize Employee’s group medical and dental premiums, as set forth in Section 7 herein. The dental insuranceparties acknowledge that, long term disability and life insurance coverage provided to Employee by with or without this Agreement, the Company shall remain will pay Employee his accrued vacation, which the parties acknowledge is equivalent to $16,000.00, and any compensation earned and accrued as of Employee’s Separation Date, less applicable withholdings. Employee understands and agrees that, except as provided in force until August 31this Section and in Section 12 below, 2003he has no rights to, options under, or claims arising under the Company’s vacation and holiday policies, that he has no rights to or claims for any bonuses, profit sharing payments or variable pay payments and that he is not a participant in any stock option or incentive plans or similar programs. The Company agrees that it will turn both makes no representations regarding the long term disability policy and the life insurance policy relating to such coverage over to Employee, so that Employee can renew either or both tax consequences of the policies, at Employee's expense.
(viii) Employee shall be entitled to participate in the Company's Section 125 Plan in accordance with the terms of such Plan with respect to medical expenses payments or benefits provided hereby and child care expenses until August 31, 2003. No payment under this paragraph shall be deemed "compensation" for purposes of any of the Company's qualified retirement plans or other benefit programs. Payment under this paragraph does not entitle advises Employee to any retirement plan contributions by the Company for Employee's benefit consult with a tax advisor or account. No payment under this paragraph shall be due before the expiration (without revocation) of the seven day revocation period, and only following the proper execution and return of the acknowledgement form attached as Exhibit C. The consideration specified in this paragraph is an amount to which Employee is not otherwise entitled, and constitutes additional consideration for Employee's release and waiver of potential claims identified in paragraph 7 below, including without limitation a potential claim for age discrimination under the Age Discrimination in Employment Act, and additional consideration for the agreements made in paragraphs 14 and 15 belowattorney.
Appears in 1 contract
Separation Payment. Conditioned upon Employee's signing of this Agreement, expiration of the seven day revocation period without revocation, and Employee's properly executing and returning the attached acknowledgment form to the Company (Exhibit C) indicating his decision not to revoke this Agreement:
(ia) The Company agrees to pay Employee, and Employee agrees to accept, Two Hundred Ten Thousand Dollars ($210,000.00) (the "Separation Payment") in full and final settlement and satisfaction of any Claims (hereinafter defined) which Employee may have against Employee Releasees (hereinafter defined). The Separation Payment shall pay be paid by the Company to Employee a total gross separation payment of $129,375.00in equal, less ordinary tax withholding and all required deductions. Employee shall receive nine (9) equal installments of $14,375.00 gross each, less ordinary tax withholding and all required deductions, with an installment payable monthly payments on the first business fifteenth (15th) day of each of nine consecutive months beginning month commencing on December 1July 15, 2002 2006 and ending on August 1, 2003, with continuing until the first such payment being due no earlier than the first regular business day following the expiration (without revocation) of the seven day revocation period, and only following the proper execution and return of the acknowledgement form attached as Exhibit C.
(ii) The Company will continue to allow Employee to use the vehicle currently being leased by the Company and Separation Payment is paid in the possession of Employee for the remaining 32 months of the lease. The Company will continue to make monthly lease payments of $579.71 to the leasing company, with the first such payment due December 1, 2002 and the final such payment due July 1, 2005. Employee agrees to surrender the vehicle to the Company, at the Company's offices, full on or before July 31April 15, 2005. The Company acknowledges and agrees that it will obtain and maintain, at its expense, insurance coverage on the vehicle for the remainder of the lease. Employee agrees that he will be responsible for the maintenance of the vehicle, and will bear all costs of this maintenance. Employee agrees that he will be responsible for any mileage charges that result in the event that the vehicle is driven more than 48,750 miles in the aggregate. The Company agrees that it will be responsible for all state and local personal property taxes arising out of or otherwise related to the use of the vehicle2007.
(iiib) Employee's 94,333 vested stock options will The Separation Payment shall be exchanged for 28,400 new options exercisable at evidenced in the promissory note of the Company in the form attached hereto as Exhibit A and made a strike price of $0.50, which must be exercised, if at all, prior to November 30, 2003part hereof (the "Promissory Note").
(ivc) The Company Separation Payment shall maintain a policy of Directors and Officers liability insurance with substantially the same coverage as currently existsbe paid at ▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, and shall extend such to Employee until such time as all applicable statutes of limitation have expired. The Company shall provide Employee evidence of such insurance as Employee may reasonably request from time to time.
(v) The Company shall pay Employee's legal counsel, Del Negro, Feldman & Volpe, an amount equal to the legal fees actual▇▇▇▇▇ ▇▇▇▇▇▇ed ▇▇▇ ▇▇id ▇▇ ▇▇ployee , New York 11743, or such other place as Employee may designate in connection with this matterwriting, in an amount not including written direction to exceed $3,500make payment by wire transfer as instructed by Employee.
(vid) The Separation Payment is not being made in respect of Employee's employment with the Company or his Employment Agreement.
(e) The Company agrees to pay Employee the following: (1) all forms of compensation, bonuses and fees the Employee earned through and including June 30, 2006, based upon the terms of the Employment Agreement, all of which shall pay be paid at the time and in accordance with past practices (such Employee's bonuses for June 2006 amount to $41,337.82) and (2) for the period from July 1, 2006 through March 31, 2007 (i) one basis point (.0001) per month on the net assets in the Saratoga Energy & Basic Materials Portfolio as long as the Company is the adviser to such Fund and (ii) in lieu of all the Bonuses, Finder's Fees and Royalty payments that would have otherwise accrued and been payable to Employee under the Employment Agreement from July 1, 2006 through March 31, 2007, ten basis points (.0010) computed on the aggregate net assets in the Integrity High Income Fund and the All Season Fund in excess of $135,000,000. The calculation of net assets for Section 1(e)(2) purposes shall be made as of the close of business on the last business day of each month. The amount due, if any, under Section 1(e)(2)(ii) shall be calculated monthly and any amount owed by the Company and not previously paid shall be payable as set forth in the next succeeding sentence. Any payments due pursuant to Section 1(e)(2) shall be paid to Employee on December 1or before the 15th day of the month next succeeding the end of the month for which an amount is owed. Commencing on August 15, 20022006, and on the sum 15th day of $5,000 representing an outplacement services allowance.
(vii) The dental insuranceeach month thereafter through and including April 15, long term disability and life insurance coverage provided to Employee by 2007, the Company shall remain in force until August 31provide Employee with a report containing the following information with respect to the Saratoga Energy & Basic Materials Portfolio, 2003. The Company agrees that it will turn both the long term disability policy Integrity High Income Fund and the life insurance policy relating to Integrity All Season Fund: the net assets in each such coverage over to Employee, so that Employee can renew either or both Fund as of the policiesclose of business on the last business day of the month immediately preceding the date of the report, at Employee's expense.
(viii) Employee each of which shall be entitled to participate in the Company's Section 125 Plan calculated in accordance with the terms GAAP and on a basis consistent with past practice, and each of such Plan with respect to medical expenses and child care expenses until August 31, 2003. No payment under this paragraph which shall be deemed "compensation" for purposes of any certified by the Chief Financial Officer of the Company's qualified retirement plans or other benefit programs. Payment under this paragraph does not entitle If the Employee disputes the method of calculation, he shall give notice to any retirement plan contributions by the Company for Employee's benefit or account. No payment under this paragraph and the parties shall be due before the expiration (without revocation) of the seven day revocation period, meet and only following the proper execution and return of the acknowledgement form attached as Exhibit C. The consideration specified attempt in this paragraph is an amount good faith to which Employee is not otherwise entitled, and constitutes additional consideration for Employee's release and waiver of potential claims identified in paragraph 7 below, including without limitation a potential claim for age discrimination under the Age Discrimination in Employment Act, and additional consideration for the agreements made in paragraphs 14 and 15 belowresolve any such dispute.
Appears in 1 contract
Separation Payment. Conditioned upon As good and valuable consideration for the Employee's signing ’s execution, delivery and non-revocation of this Agreement, expiration of the seven day revocation period without revocationEmployer shall, and Employee's properly executing and returning the attached acknowledgment form subject to the Company (Exhibit C) indicating his decision not to revoke effectiveness of this Agreement, pay or deliver, as applicable, to the Employee:
(i) The Company shall pay Employee a total gross separation payment of One Million Fifty Thousand Dollars ($129,375.001,050,000), less ordinary tax withholding and all legally required payroll deductions. Employee , which amount shall receive be paid in thirty nine (939) equal bi-weekly installments of $14,375.00 gross each, less ordinary tax withholding and all required deductions, with an installment payable on the first business day of each of nine consecutive months beginning on December 1, 2002 and ending on August 1, 2003, commencing with the first such payment being due no earlier than the first regular business day pay period following the expiration Effective Date (without revocationas defined in Paragraph 6(c) below) and subject to the terms contained herein. The Employee agrees that the Employee shall immediately notify the Employer (Attention: General Counsel) of the seven day revocation Employee’s commencement of other employment or engagement, whether as an employee, consultant, independent contractor or otherwise, whether with another entity, person or other third party or on her own behalf (collectively, an “Other Engagement”). Upon commencement of an Other Engagement, the Employer’s payment obligations and the Employee’s entitlement to salary continuation pursuant to this Paragraph 2(i) shall automatically and unconditionally be reduced by the amount of salary and other like annual remuneration the Employee receives or accrues from such Other Engagement during the eighteen (18) month severance period, . It is understood and only agreed that any amounts the Employee receives as unemployment insurance payments from applicable governmental authorities do not constitute offsetting payment amounts contemplated by the preceding sentence (nothing herein addresses the Employee’s eligibility to receive unemployment insurance payments). In the event the Company makes any payment to the Employee following the proper execution and return her commencement of an Other Engagement in excess of the acknowledgement form attached as Exhibit C.amount calculated in accordance with the prior sentence, the Employee agrees to immediately repay any and all such excess amounts to the Employer; and
(ii) The Company will continue to allow Employee to use the vehicle currently being leased by the Company and in the possession of Employee for the remaining 32 months of the lease. The Company will continue to make monthly lease payments of One Million Eight Hundred Fifty Thousand Dollars ($579.71 to the leasing company1,850,000), with the first such payment due December 1, 2002 and the final such payment due July 1, 2005. Employee agrees to surrender the vehicle to the Company, at the Company's offices, on or before July 31, 2005. The Company acknowledges and agrees that it will obtain and maintain, at its expense, insurance coverage on the vehicle for the remainder of the lease. Employee agrees that he will be responsible for the maintenance of the vehicle, and will bear all costs of this maintenance. Employee agrees that he will be responsible for any mileage charges that result in the event that the vehicle is driven more than 48,750 miles in the aggregate. The Company agrees that it will be responsible for all state and local personal property taxes arising out of or otherwise related to the use of the vehicle.
(iii) Employee's 94,333 vested stock options will be exchanged for 28,400 new options exercisable at a strike price of $0.50less legally required payroll deductions, which must be exercised, if at all, prior to November 30, 2003.
(iv) The Company shall maintain a policy of Directors and Officers liability insurance with substantially the same coverage as currently exists, and shall extend such to Employee until such time as all applicable statutes of limitation have expired. The Company shall provide Employee evidence of such insurance as Employee may reasonably request from time to time.
(v) The Company shall pay Employee's legal counsel, Del Negro, Feldman & Volpe, an amount equal to the legal fees actual▇▇ ▇▇▇▇▇▇ed ▇▇▇ ▇▇id ▇▇ ▇▇ployee in connection with this matter, in an amount not to exceed $3,500.
(vi) The Company shall pay to Employee on December 1, 2002, the sum of $5,000 representing an outplacement services allowance.
(vii) The dental insurance, long term disability and life insurance coverage provided to Employee by the Company shall remain in force until August 31, 2003. The Company agrees that it will turn both the long term disability policy and the life insurance policy relating to such coverage over to Employee, so that Employee can renew either or both of the policies, at Employee's expense.
(viii) Employee shall be entitled to participate paid in a lump sum within ten (10) business days after the Company's Section 125 Plan in accordance with the terms of such Plan with respect to medical expenses and child care expenses until August 31, 2003. No payment under this paragraph shall be deemed "compensation" for purposes of any of the Company's qualified retirement plans or other benefit programs. Payment under this paragraph does not entitle Employee to any retirement plan contributions by the Company for Employee's benefit or account. No payment under this paragraph shall be due before the expiration (without revocation) of the seven day revocation period, and only following the proper execution and return of the acknowledgement form attached as Exhibit C. The consideration specified in this paragraph is an amount to which Employee is not otherwise entitled, and constitutes additional consideration for Employee's release and waiver of potential claims identified in paragraph 7 below, including without limitation a potential claim for age discrimination under the Age Discrimination in Employment Act, and additional consideration for the agreements made in paragraphs 14 and 15 belowEffective Date.
Appears in 1 contract
Sources: Agreement and General Release (Childrens Place, Inc.)
Separation Payment. Conditioned upon Employee's signing of (a) In consideration for entering into this Agreement, expiration of the seven day revocation period without revocation, and Employee's properly executing and returning the attached acknowledgment form Employer shall pay to the Company Employee the sum of Four Hundred Thirty Eight Thousand Dollars (Exhibit C$438,000), less legally required payroll deductions (“Separation Payment”), which sum shall be paid to Employee in accordance with the Company’s regular payroll practices in twenty-six (26) indicating his decision not to revoke this Agreement:biweekly installments commencing the first pay period following the Separation Date.
(ib) The Company shall also agrees to pay to Employee a total gross separation payment the sum of Twenty-Four Thousand Eight Hundred Seven Dollars and Sixty-Nine Cents ($129,375.0024,807.69), less ordinary tax withholding and all legally required deductions. Employee shall receive nine (9) equal installments of $14,375.00 gross each, less ordinary tax withholding and all required payroll deductions, with an installment payable on the first business day of each of nine consecutive months beginning on December 1, 2002 for Employee’s vacation and ending on August 1, 2003, with the first such payment being due no earlier than the first regular business day following the expiration (without revocation) personal days as of the seven day revocation periodSeparation Date, and only following the proper execution and return which sum shall be paid within (14) days of the acknowledgement form attached as Exhibit C.Separation Date.
(iic) The Company will continue also agrees to allow pay to Employee an additional amount equal to use the vehicle currently being leased by bonus payment, including any discretionary payment, Employee would have received had Employee received a “3” or “Meets Expectations” performance rating under and, other than with regard to the Company termination of Employee’s employment hereunder, subject to the terms and conditions of the Company’s Annual Management Supplemental Program in the possession of Employee effect for the remaining 32 months of the lease. The Company will continue to make monthly lease payments of $579.71 to the leasing company2007 fiscal year, with the first such payment due December 1less legally required payroll deductions, 2002 and the final such payment due July 1, 2005. Employee agrees to surrender the vehicle to the Company, at the Company's offices, on or before July 31, 2005. The Company acknowledges and agrees that it will obtain and maintain, at its expense, insurance coverage which additional amount shall be prorated based on the vehicle for length of employment during the remainder of the lease. Employee agrees that he will be responsible for the maintenance of the vehicle, and will bear all costs of this maintenance. Employee agrees that he will be responsible for any mileage charges that result in the event that the vehicle is driven more than 48,750 miles in the aggregate2007 fiscal year. The Company agrees to pay said additional amount on the date that it will be responsible for all state and local personal property taxes arising out of or otherwise related the Employer makes bonus payments to the use of the vehicleeligible employees but no later than April 15, 2008.
(iiid) The Employer and Employee agree that Section 2 of the Transfer Restriction Agreement dated January 27, 2006 (the “Transfer Restriction Agreement”) shall be amended in its entirety to state the following and such amendment shall supersede said section of the Transfer Restriction Agreement: “The Transfer Restrictions shall lapse with respect to the Options Shares on the date the Severance Agreement and Release is executed by the Employee's 94,333 vested .” Capitalized terms not otherwise defined in this subparagraph shall have the meanings ascribed to them in the Transfer Restriction Agreement. Moreover, the Employee acknowledges that Employee (i) elected to have all outstanding stock options will be exchanged for 28,400 new options exercisable at a strike re-priced to the measurement date price of $0.50determined by the Company, which must be exercised, if at all, prior (ii) agreed to November 30, 2003.
(iv) The repay to the Company shall maintain a policy of Directors and Officers liability insurance with substantially the same coverage as currently exists, and shall extend such to Employee until such time as all applicable statutes of limitation have expired. The Company shall provide Employee evidence of such insurance as Employee may reasonably request from time to time.
(v) The Company shall pay Employee's legal counsel, Del Negro, Feldman & Volpe, an amount equal to the legal fees actual▇▇ ▇▇▇▇▇▇ed ▇▇▇ ▇▇id ▇▇ ▇▇ployee difference between the exercise price and the correct measurement date price for stock options previously exercised by Employee, which amount is currently estimated to be Three Thousand Seven Hundred Seventy-Three Dollars ($3,773) but is subject to final determination by the Company, and (iii) agrees that Employee continues to be bound by said terms with respect to Employee’s stock options. The Employee also acknowledges that the issuance of shares of the Company’s common stock upon the exercise of any stock option has been temporarily suspended and that Employee continues to be subject to such temporary suspension until further notice from the Company. After such temporary suspension has been lifted, the Employee shall have the same period of time to exercise any vested but unexercised stock options as other similarly situated employees, as determined by the Company in connection with this matterits sole discretion, in an amount not to exceed $3,500who have terminated their employment during the temporary suspension.
(vie) The Company parties acknowledge that they shall pay continue to Employee on December 1be bound by the Performance Award Agreement dated January 30, 20022006, including the amendment to the Performance Award Agreement dated July 9, 2007 (collectively, the sum “Performance Award Agreement”), which are attached hereto as Exhibit A. For purposes of $5,000 representing an outplacement services allowance.
the Performance Award Agreement, the Employee and Company acknowledge and agree that (vii1) The dental insurance, long term disability and life insurance coverage provided to Employee by Employee’s separation from the Company shall remain in force until August 31, 2003. The Company agrees that it will turn both the long term disability policy and the life insurance policy relating to such coverage over to Employee, so that Employee can renew either or both is by mutual agreement of the policiesEmployee and Company, at Employee's expense.
and (viii2) Employee shall be deemed to have been employed a full calendar month during the month of July 2007.
(f) The Employer represents and warrants, and the Employee acknowledges, that the consideration paid to the Employee under this Agreement is at least equal to or exceeds the amount the Employee would ordinarily be entitled to participate in the Company's Section 125 Plan in accordance with the terms of such Plan with respect to medical expenses and child care expenses until August 31, 2003. No payment under this paragraph shall be deemed "compensation" for purposes of any upon termination of the Company's qualified retirement plans or other benefit programs. Payment under this paragraph does not entitle Employee to any retirement plan contributions by the Company for Employee's benefit or account. No payment under this paragraph shall be due before the expiration (without revocation) of the seven day revocation period, and only following the proper execution and return of the acknowledgement form attached as Exhibit C. The consideration specified in this paragraph is an amount to which Employee is not otherwise entitled, and constitutes additional consideration for Employee's release and waiver of potential claims identified in paragraph 7 below, including without limitation a potential claim for age discrimination under the Age Discrimination in Employment Act, and additional consideration for the agreements made in paragraphs 14 and 15 below’s employment.
Appears in 1 contract
Sources: Severance Agreement (Childrens Place Retail Stores Inc)