Separation Payments. (a) In the event that the Executive's employment with the Company is terminated on or prior to March 31, 2004, by the Company without Cause or by the Executive for Good Reason, in addition to any other pay and/or benefits which have accrued to Executive, Executive shall receive separation payments and benefits as follows: (1) continuation of Executive's then-effective base annual salary for the longer of: (i) the period commencing on the effective date of the Executive's termination of employment (the "Termination Date") and ending on March 31, 2004; and (ii) the period commencing on the Termination Date and ending on the one- year anniversary of the Termination Date; such salary continuation to be paid on a semi-monthly basis in arrears for the appropriate period; plus (2) an amount equal to two times Executive's target APC for the year in which Executive's employment is terminated, minus any amount of APC paid or payable to Executive for any period on or prior to March 31, 2004. The APC shall be payable to the Executive on the dates of APC payment to other executives of the Company; it being understood that the Executive does not need to be employed by the Company on any date of payment in order to receive the APC set forth in this subparagraph 8(a)(2) or in order to receive the APC earned in the year immediately preceding the year in which Executive's employment is terminated; plus (3) continued vesting of all equity awards through March 31, 2004 (with stock options being exercisable in accordance with the terms of stock options granted generally to executives of the Company, but the date of termination of employment being deemed March 31, 2004); plus (4) full vesting of his deferred compensation benefit; plus (5) continuation of the Benefits through March 31, 2004. (b) Without regard to the end of the term under 2 above, in the event that the Executive's employment with the Company is terminated on or after April 1, 2004, by the Company without Cause, in addition to any other pay and/or benefits which have accrued to Executive, Executive shall receive separation payments and benefits as follows: (1) continuation of Executive's then-effective base annual salary for the period commencing on the Termination Date and ending on the one-year anniversary of the Termination Date, paid on a semi-monthly basis in arrears; plus (2) one times Executive's target APC for the year in which Executive's employment is terminated. APC shall be payable to the Executive on the dates of APC payment to other executives of the Company; it being understood that the Executive does not need to be employed by the Company on any date of payment in order to receive the APC set forth in this subparagraph 8(b)(2) or in order to receive the APC earned in the year immediately preceding the year in which Executive's employment is terminated; plus (3) continued vesting of all equity awards through the one-year anniversary of the Termination Date (with stock options being exercisable in accordance with the terms of stock options granted generally to executives of the Company, but the date of termination of employment being deemed the one-year anniversary of the Termination Date); plus (4) full vesting of his deferred compensation benefit; plus (5) continuation of the Benefits through the one-year anniversary of the Termination Date. (c) If Executive becomes reemployed with the Company prior to the end of the period during which he receives salary continuation pursuant to 8(a) or 8(b) above, the payments set forth in subparagraphs 8(a) or 8(b) shall cease immediately and irrevocably and Executive shall receive only remuneration from the Company in connection with Executive's new position.
Appears in 1 contract
Separation Payments. In consideration of the covenants set forth herein and the Effective Date and the Re-Execution Effective Date, the Company will provide you with the following payments and benefits (collectively, the “Separation Payments”):
(a) In an aggregate amount of $1,577,000 (the “Severance”), less all applicable withholdings and authorized or required deductions, which will be paid to you in installments, with the first installment of $788,500 paid on the sixtieth (60th) calendar day following the Separation Date (provided that the Re-Execution Effective Date occurs), and the remaining $788,500 paid in installments of $197,125 on each of the three, four, five and six month anniversaries of the Separation Date;
(b) to the extent you timely elect COBRA continuation coverage under the Company’s group insurance plans, the Company will reimburse you for the amount of COBRA continuation premiums (less required co-pay) until the earlier of (i) 12 months following the Separation Date and (ii) such time as you are no longer eligible for COBRA continuation coverage (with you being required to notify the Company within one week after becoming eligible for group medical coverage from another employer);
(c) the Company will reimburse you for (i) financial counseling services for 12 months following the Separation Date, subject to a maximum benefit of $30,000, and (ii) outplacement counseling services for 12 months following the Separation Date, subject to a maximum benefit of $30,000. You will be responsible for selecting any financial counseling advisors and any outplacement services providers;
(d) the option to purchase 66,000 shares of the Company’s Common Stock that was granted to you under the Company’s Management Incentive Plan and the Stock Option Award Agreement thereunder, dated as of May 4, 2017 (the “Option Agreement”), will fully vest on the Separation Date and will remain exercisable until it expires on the second anniversary of the Separation Date;
(e) at your election as indicated on the signature page hereto (provided that the Re-Execution Effective Date occurs), either (i) a cash payment of $155,540, less all applicable withholdings and authorized or required deductions, or (ii) 22,000 shares of the Company’s Common Stock, paid or delivered, as applicable, on the sixtieth (60th) calendar day following the Separation Date; provided that such shares, if applicable, may not be sold, assigned, conveyed, gifted, pledged, hypothecated or otherwise transferred in any manner, other than by will or the laws of descent or distribution, prior to the third anniversary of the Separation Date; and
(f) in the event that a Change of Control (as defined in the Executive's employment with the Company is terminated Company’s Management Incentive Plan) occurs on or prior to March 31October 27, 20042018, the 44,000 shares of the Company’s Common Stock covered by the Company without Cause or award of restricted stock units granted to you under the Company’s Management Incentive Plan and the Restricted Stock Unit Award Agreement thereunder, dated as of May 4, 2017 (the “RSU Agreement”), that were scheduled to vest in installments of 22,000 shares on May 4, 2019 and 22,000 shares on May 4, 2020 will immediately be 100% vested. This arrangement supersedes Section 2(c) of the RSU Agreement, which would provide for immediate forfeiture of the unvested restricted stock units upon the Separation Date. For clarity, you will not be eligible to vest in the 22,000 shares covered by the Executive for Good ReasonRSU Agreement that were scheduled to vest on May 4, 2018, and the 44,000 shares covered by the RSU Agreement that were scheduled to vest in addition to any other pay and/or benefits which have accrued to Executive, Executive shall receive separation payments installments on May 4 of 2019 and benefits as follows:
(1) continuation 2020 will only become vested in the event that a Change of Executive's then-effective base annual salary for the longer of: (i) the period commencing on the effective date of the Executive's termination of employment (the "Termination Date") and ending on March 31, 2004; and (ii) the period commencing on the Termination Date and ending on the one- year anniversary of the Termination Date; such salary continuation to be paid on a semi-monthly basis in arrears for the appropriate period; plus
(2) an amount equal to two times Executive's target APC for the year in which Executive's employment is terminated, minus any amount of APC paid or payable to Executive for any period Control occurs on or prior to March 31October 27, 2004. The APC shall be payable to the Executive on the dates of APC payment to other executives of the Company; it being understood that the Executive does not need to be employed by the Company on any date of payment in order to receive the APC set forth in this subparagraph 8(a)(2) or in order to receive the APC earned in the year immediately preceding the year in which Executive's employment is terminated; plus
(3) continued vesting of all equity awards through March 31, 2004 (with stock options being exercisable in accordance with the terms of stock options granted generally to executives of the Company, but the date of termination of employment being deemed March 31, 2004); plus
(4) full vesting of his deferred compensation benefit; plus
(5) continuation of the Benefits through March 31, 20042018.
(b) Without regard to the end of the term under 2 above, in the event that the Executive's employment with the Company is terminated on or after April 1, 2004, by the Company without Cause, in addition to any other pay and/or benefits which have accrued to Executive, Executive shall receive separation payments and benefits as follows:
(1) continuation of Executive's then-effective base annual salary for the period commencing on the Termination Date and ending on the one-year anniversary of the Termination Date, paid on a semi-monthly basis in arrears; plus
(2) one times Executive's target APC for the year in which Executive's employment is terminated. APC shall be payable to the Executive on the dates of APC payment to other executives of the Company; it being understood that the Executive does not need to be employed by the Company on any date of payment in order to receive the APC set forth in this subparagraph 8(b)(2) or in order to receive the APC earned in the year immediately preceding the year in which Executive's employment is terminated; plus
(3) continued vesting of all equity awards through the one-year anniversary of the Termination Date (with stock options being exercisable in accordance with the terms of stock options granted generally to executives of the Company, but the date of termination of employment being deemed the one-year anniversary of the Termination Date); plus
(4) full vesting of his deferred compensation benefit; plus
(5) continuation of the Benefits through the one-year anniversary of the Termination Date.
(c) If Executive becomes reemployed with the Company prior to the end of the period during which he receives salary continuation pursuant to 8(a) or 8(b) above, the payments set forth in subparagraphs 8(a) or 8(b) shall cease immediately and irrevocably and Executive shall receive only remuneration from the Company in connection with Executive's new position.
Appears in 1 contract
Separation Payments. Except to the extent provided in Article 4 and Section 6.08, Executive shall be entitled to the benefits set forth below (the "Separation Benefits") upon termination of employment:
(a) In the event that the Upon any termination of employment including by reason of death or Disability, Executive's voluntary termination of employment with or without Good Reason or upon termination of Executive's employment with or without Cause, Executive shall be entitled to:
(i) Executive’s earned but unpaid Base Salary and other vested but unpaid cash entitlements for the period through and including the date of termination of Executive’s employment (other than entitlements referenced in Section 3.03(b) below) (the “Accrued Compensation”); and
(ii) Executive’s other vested benefits earned by Executive for the period through and including the date of Executive’s termination of employment, which shall be paid in accordance with the terms of the applicable plans, programs or arrangements (the “Accrued Benefits”).
(b) Upon a Qualifying Event, the Company is terminated on or prior to March 31, 2004, by the Company without Cause or by the shall pay Executive for Good Reason, in addition to any other pay and/or benefits which have accrued to Executive, Executive shall receive separation payments and benefits as followsthe amounts set forth in Section 3.03(a) above:
(1) continuation of Executive's then-effective base annual salary for the longer of: (i) Cash compensation through the period commencing on the effective date second anniversary of the Executive's termination of employment such Qualifying Event (the "Termination DatePayment Period") and ending on March 31in equal installments during the Payment Period in accordance with the applicable Company payroll, 2004; and (ii) the period commencing on the Termination Date and ending on the one- year anniversary of the Termination Date; such salary continuation to be paid on a semi-monthly basis in arrears for the appropriate period; plus
(2) an amount equal to two times the sum of (i) the highest Base Salary as in effect during the six-month period immediately prior to the time of such termination and (ii) the Executive's ’s target APC bonus opportunity for the year in which Executive's employment is terminatedof termination of employment, minus any amount of APC paid or payable to on the condition that Executive for any period on or prior to March 31, 2004. The APC shall be payable has delivered to the Executive on Company a release substantially in the dates form as attached hereto as Exhibit A (with such changes as may be required under applicable law) of APC any employment-related claims, provided that this release must be signed within 30 days after the Executive’s separation from service and any payment that otherwise would be made within such 30-day period shall by paid at the expiration of such 30-day period with interest at the Stated Interest Rate (as defined below), subject to other executives Executive’s execution of such release; and (ii) A pro-rata bonus amount for the Company; it being understood that year of termination calculated as the Executive does not need to be employed by Executive’s target bonus opportunity for the Company on any date year of payment in order to receive termination of employment times a fraction, the APC set forth in this subparagraph 8(a)(2) or in order to receive numerator of which is the APC earned number of days in the year immediately preceding the year in which Executive's employment is terminated; plus
(3) continued vesting of all equity awards through March 31, 2004 (with stock options being exercisable in accordance with the terms of stock options granted generally to executives of the Company, but the date of termination of employment being deemed March 31, 2004and the denominator is 365); plus
(4) full vesting of his deferred compensation benefit; plus
(5) continuation of the Benefits through March 31, 2004.
(biii) Without regard To the extent that Executive is a “Specified Employee” within the meaning of Section 409A(a)(2)(B)(i) of the Code at the time of his separation from service, if any payment that Executive becomes entitled to under this Agreement is considered deferred compensation subject to interest, penalties and additional tax imposed pursuant to section 409A(a) of the Code as a result of the application of Section 409A(a)(2)(B)(i) of the Code, then such payments of deferred compensation to which Executive would otherwise be entitled during the first six months following his separation of service shall be deferred and accumulated for a period of six months and paid in a lump sum on the first day of the seventh month with the seventh month’s payment (or, if earlier, Executive’s date of death), with interest on such deferred compensation at the rate paid pursuant to the end of the term under 2 above, in the event that the Executive's employment with the Company is terminated on or after April 1, 2004, by the Company without Cause, in addition to any other pay and/or benefits which have accrued to Executive, Executive shall receive separation payments and benefits as follows:
(1) continuation of Executive's then-effective base annual salary for the period commencing on the Termination Date and ending on the one-year anniversary of the Termination Date, paid on a semi-monthly basis in arrears; plus
(2) one times Executive's target APC for the year in which Executive's employment is terminated. APC shall be payable to the Executive on the dates of APC payment to other executives stable value fund of the Company; it being understood that ’s 401(k) plan or, if such fund no longer exists, the Executive does not need to be employed by the Company on any date of payment in order to receive the APC set forth in this subparagraph 8(b)(2) or in order to receive the APC earned in the year immediately preceding the year in which Executive's employment is terminated; plus
(3) continued vesting of all equity awards through the one-year anniversary of the Termination Date (with stock options being exercisable in accordance fund with the terms investment criteria most clearly comparable to that of stock options granted generally to executives of such fund (the Company, but the date of termination of employment being deemed the one-year anniversary of the Termination Date“Stated Interest Rate”); plus
(4) full vesting of his deferred compensation benefit; plus
(5) continuation of the Benefits through the one-year anniversary of the Termination Date.
(c) If Executive becomes reemployed with the Company prior to the end of the period during which he receives salary continuation pursuant to 8(a) or 8(b) above, the payments set forth in subparagraphs 8(a) or 8(b) shall cease immediately and irrevocably and Executive shall receive only remuneration from the Company in connection with Executive's new position.
Appears in 1 contract
Separation Payments. Subject to the Executive’s execution and non-revocation of the release of claims against the Company attached hereto as Exhibit A (the “Release”) within 30 days following the Resignation Date and the Executive’s continued compliance with the Restrictive Covenants in accordance with Section 12 of the Employment Agreement, the Company shall make the following payments in the manner and time frames described below:
(a) In the event that prorata retention payment of $63,800 pursuant to section 9(b) of the Executive's employment with Employment Agreement payable in a lump sum no later than 30 days following the Company is terminated on or prior to March 31, 2004, by the Company without Cause or by the Executive for Good Reason, in addition to any other pay and/or benefits which have accrued to Executive, Executive shall receive separation payments and benefits as follows:Resignation Date;
(1) continuation of Executive's then-effective base annual salary for the longer of: (i) the period commencing on the effective date of the Executive's termination of employment (the "Termination Date") and ending on March 31, 2004; and (ii) the period commencing on the Termination Date and ending on the one- year anniversary of the Termination Date; such salary continuation to be paid on a semi-monthly basis in arrears for the appropriate period; plus
(2b) an amount equal to two times Executive's target APC for the annual bonus that would have been paid to the Executive with respect to the Company’s 2011 fiscal year in pursuant to Section 4(b)(i) of the Employment Agreement had the Executive remained employed through the date on which Executive's employment is terminatedannual bonuses are paid to senior executives of the Company generally, minus with the actual payment to be based upon the achievement of the applicable performance goals (and determined based on the exercise of negative discretion no less favorable to the Executive than that exercised with respect to active senior executives of the Company generally) with such bonus to be payable no later than March 15, 2012; provided, however, that any amount of APC paid or payable pursuant to Executive for any period on or prior to March 31, 2004. The APC the preceding clause shall be payable reduced by the Guaranteed Bonus Payments (as defined in the Employment Agreement), each in the amount of $43,750, that have been paid to the Executive on the dates of APC payment to other executives of the Company; it being understood that the Executive does not need to be employed by the Company on any date of payment in order to receive the APC set forth in this subparagraph 8(a)(2) or in order to receive the APC earned in the year immediately preceding the year in which Executive's employment is terminated; plus
(3) continued vesting of all equity awards through about March 31, 2004 2011 and June 30, 2011 and will be paid on or about September 30, 2011 and December 31, 2011 (with stock options being exercisable which, subject to the proviso below, shall be paid as if the Executive remained employed through each such payment date), in accordance with each case pursuant to the terms and conditions of stock options granted generally the executive retention program; provided, further, however, that the bonus payments under this Section 2(b), other than the bonus payments that would otherwise be due to executives the Executive under Section 9(a) of the Employment Agreement, are subject to the Executive continuing to provide services pursuant to the Consulting Agreement between the Executive and the Company, but dated as of August 25, 2011 (the date of termination of employment being deemed March “Consulting Agreement”), through December 31, 2004)2011; plus
(4) full vesting of his deferred compensation benefit; plus
(5) continuation of the Benefits through March 31, 2004.
(b) Without regard to the end of the term under 2 above, in the event that the Executive's employment with the Company is terminated on or after April 1, 2004, by the Company without Cause, in addition to any other pay and/or benefits which have accrued to Executive, Executive shall receive separation payments and benefits as follows:
(1) continuation of Executive's then-effective base annual salary for the period commencing on the Termination Date and ending on the one-year anniversary of the Termination Date, paid on a semi-monthly basis in arrears; plus
(2) one times Executive's target APC for the year in which Executive's employment is terminated. APC shall be payable to the Executive on the dates of APC payment to other executives of the Company; it being understood that the Executive does not need to be employed by the Company on any date of payment in order to receive the APC set forth in this subparagraph 8(b)(2) or in order to receive the APC earned in the year immediately preceding the year in which Executive's employment is terminated; plus
(3) continued vesting of all equity awards through the one-year anniversary of the Termination Date (with stock options being exercisable in accordance with the terms of stock options granted generally to executives of the Company, but the date of termination of employment being deemed the one-year anniversary of the Termination Date); plus
(4) full vesting of his deferred compensation benefit; plus
(5) continuation of the Benefits through the one-year anniversary of the Termination Date.and
(c) If to the extent unvested as of the Resignation Date, the Executive’s Initial LTIP Award shall fully vest and become non-forfeitable upon the Resignation Date, but shall be paid at such time as the Initial LTIP Award would otherwise have been paid had the Executive becomes reemployed remained employed with the Company (the earlier of (i) immediately prior to a Change of Control or (ii) on January 26, 2012). Any payments under this Section 2 to the end Executive shall not be taken into account for purposes of the period during which he receives salary continuation pursuant to 8(aany retirement plan (including any supplemental retirement plan or arrangement) or 8(b) aboveother benefit plan sponsored by the Company, the payments set forth in subparagraphs 8(a) except as otherwise expressly required by such plans or 8(b) shall cease immediately and irrevocably and Executive shall receive only remuneration from the Company in connection with Executive's new positionapplicable law.
Appears in 1 contract
Separation Payments. In consideration of the promises and covenants made by Employee in this Agreement, including the general waiver and 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 conditioned on Employee’s timely execution and non-revocation of this Agreement, the Company will make the following “Separation Payments” pursuant to the Severance Plan and the outstanding award agreements governing Employee’s outstanding equity awards consistent with a termination without cause pursuant to such plans and agreements:
(a) In the event that the Executive's employment with the Company is terminated will pay to Employee the portion of Employee’s annual short term cash incentive bonus payable pursuant to the STIP that will be determined to be payable for calendar year 2025 based on or prior to March 31actual performance attainment as a one-time, 2004lump-sum payment, by the Company without Cause or by the Executive for Good Reasonless all applicable and legally required withholdings and deductions, in addition to any other pay and/or benefits which have accrued to Executive, Executive shall receive separation payments and benefits as follows:
(1) continuation of Executive's then-effective base annual salary for the longer of: (i) the period commencing on the effective date of the Executive's termination of employment (the "Termination Date") and ending on March 31, 2004; and (ii) the period commencing on the Termination Date and ending on the one- year anniversary of the Termination Date; such salary continuation to be paid on a semi-monthly basis in arrears for the appropriate period; plus
(2) an amount equal out when bonuses are paid to two times Executive's target APC for the year in which Executive's employment is terminatedsimilarly situated executives but no later than March 15, minus any amount of APC paid or payable to Executive for any period on or prior to March 31, 2004. The APC shall be payable to the Executive on the dates of APC payment to other executives of the Company; it being understood that the Executive does not need to be employed by the Company on any date of payment in order to receive the APC set forth in this subparagraph 8(a)(2) or in order to receive the APC earned in the year immediately preceding the year in which Executive's employment is terminated; plus
(3) continued vesting of all equity awards through March 31, 2004 (with stock options being exercisable in accordance with the terms of stock options granted generally to executives of the Company, but the date of termination of employment being deemed March 31, 2004); plus
(4) full vesting of his deferred compensation benefit; plus
(5) continuation of the Benefits through March 31, 2004.2026;
(b) Without regard the Company will pay to the end of the term under 2 above, Employee severance in the event that amount of $1,275,000 as a one-time, lump-sum payment, less all applicable and legally required withholdings and deductions, to be paid within sixty (60) days following the Executive's employment with Separation Date;
(c) the Company is terminated on or after April 1, 2004, by the Company without Cause, in addition to any other pay and/or benefits which have accrued to Executive, Executive shall receive separation payments will vest and benefits as followssettle with Employee:
(1i) continuation 2,723 shares of Executive's thentime-effective base annual salary based restricted stock units under the Mativ Holdings, Inc. 2015 Long-term Incentive Plan (“2015 LTIP”) granted on February 16, 2023, which will be vested and settled in cash, (ii) 8,797 shares of time-based restricted stock units under the Mativ Holdings, Inc. 2024 Equity and Incentive Plan (“2024 LTIP”) granted on February 13, 2024, and
(iii) 9,294 shares of time-based restricted stock units under the Mativ Holdings, Inc. 2024 Equity and Incentive Plan (“2025 LTIP”) granted on March 19, 2025, for a total of 20,814 shares of time-based restricted stock units constituting a prorated portion of his unvested time-based restricted stock unit award agreements under the period commencing 2015 LTIP and 2024 LTIP, subject to the terms and conditions of such plan and agreements;
(d) the Company will vest and settle with Employee:
(i) 11,354 shares of performance-based restricted stock units under the 2015 LTIP granted on February 16, 2023, which will be vested and settled in cash, (ii) 27,514 shares of performance-based restricted stock units under the Termination Date 2024 LTIP granted on February 13, 2024, and
(iii) 24,118 shares of performance-based restricted stock units under the 2025 LTIP granted on March 19, 2025, for a total of 62,986 shares of performance-based restricted stock units constituting a prorated portion of his unvested performance-based restricted stock units award agreements under the 2015 LTIP and ending 2024 LTIP and based on average completed performance;
(e) the Company will pay to Employee a one-year anniversary time, lump-sum payment of $25,000, less all applicable and legally required withholdings and deductions, for professional outplacement services, to be paid within sixty (60) days following the Separation Date; and
(f) the Company will pay to Employee a lump-sum payment equal to, $48,793.32, which amount is equal to the monthly premiums that Employee would be required to pay if he elected continuation coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”) under the medical and dental plans of the Termination Company in which the Employee was participating immediately before the Separation Date based upon the premium rates in effect as of the Separation Date, paid on a semi-monthly basis in arrears; plus
multiplied by eighteen (2) one times Executive's target APC for the year in which Executive's employment is terminated. APC shall be payable to the Executive on the dates of APC payment to other executives of the Company; it being understood that the Executive does not need 18), to be employed by paid within sixty (60) days following the Company on any date of payment in order to receive the APC set forth in this subparagraph 8(b)(2) or in order to receive the APC earned in the year immediately preceding the year in which Executive's employment is terminated; plus
(3) continued vesting of all equity awards through the one-year anniversary of the Termination Date (with stock options being exercisable in accordance with the terms of stock options granted generally to executives of the Company, but the date of termination of employment being deemed the one-year anniversary of the Termination Date); plus
(4) full vesting of his deferred compensation benefit; plus
(5) continuation of the Benefits through the one-year anniversary of the Termination Separation Date.
(cg) If Executive becomes reemployed with Employee acknowledges and agrees that Employee is not eligible for any payments or benefits other than as provided in this Agreement and expressly acknowledges that he is not eligible for any additional equity interests other than the Company prior interests already owned by Employee or otherwise specified herein.
(h) Notwithstanding any other provision of this Agreement to the end of the period during which he receives salary continuation contrary, Employee expressly agrees that any compensation paid to Employee pursuant to 8(a) this Agreement that is or 8(b) abovebecomes subject to recovery under any law, the payments set forth in subparagraphs 8(a) government regulation, stock exchange listing or 8(b) shall cease immediately Company clawback policy requirement will be subject to such deductions and irrevocably and Executive shall receive only remuneration from the Company in connection with Executive's new positionclawback as may be required to be made pursuant to such law, government regulation, stock exchange listing or policy.
Appears in 1 contract
Separation Payments. In consideration of your release and waiver of claims set forth in paragraph 3 below, and subject to your execution and non-revocation of this Agreement, as well as your continued compliance with the obligations set forth in paragraphs 9, 10 and 11 below, the Company will provide you (or your estate in the event of your death) with severance benefits (collectively, with the amounts payable as a result of subparagraph (a), the “Consideration”) In the event that the Executive's employment with the Company is terminated on or prior to March 31, 2004, by the Company without Cause or by the Executive for Good Reason, in addition to any other pay and/or benefits which have accrued to Executive, Executive shall receive separation payments and benefits as followsconsisting of:
(1) continuation of Executive's then-effective base annual salary for the longer of: (i) Continued payment of your base salary (at an annual rate of $414,544) through July 28, 2014, to be paid in accordance with the period commencing on the effective date of the Executive's termination of employment (the "Termination Date") and ending on March 31, 2004; and Company’s regular payroll practices;
(ii) the period commencing on the Termination Date and ending on the one- year anniversary Payment of an annual bonus in respect of the Termination Date; such salary continuation 2012 fiscal year in an amount to be paid on a semi-monthly basis in arrears for the appropriate period; plus
(2) an amount equal to two times Executive's target APC for the year in which Executive's employment is terminated, minus any amount of APC paid or payable to Executive for any period on or prior to March 31, 2004. The APC shall be payable to the Executive on the dates of APC payment to other executives of the Company; it being understood that the Executive does not need to be employed by the Company on any date of payment in order to receive the APC set forth in this subparagraph 8(a)(2) or in order to receive the APC earned in the year immediately preceding the year in which Executive's employment is terminated; plus
(3) continued vesting of all equity awards through March 31, 2004 (with stock options being exercisable determined in accordance with the terms of stock options granted generally the Company’s 2012 annual bonus plan (as in effect as of the date hereof) without regard to the fact that your employment will have terminated prior to the payment date, to be paid at such time as annual bonuses in respect of the 2012 fiscal year are paid to other senior executives of the Company, but the date of termination of employment being deemed March 31, 2004); plus;
(4iii) full vesting Payment of his deferred compensation benefit; plus
(5) continuation an amount equal to $496,909, which the parties agree is the average of the Benefits through March 31, 2004.
(b) Without regard to the end annual bonuses you received in respect of the term under 2 above2009, 2010 and 2011 fiscal years, to be paid at such times as annual bonuses in the event that the Executive's employment with the Company is terminated on or after April 1, 2004, by the Company without Cause, in addition to any other pay and/or benefits which have accrued to Executive, Executive shall receive separation payments and benefits as follows:
(1) continuation of Executive's then-effective base annual salary for the period commencing on the Termination Date and ending on the one-year anniversary respect of the Termination Date, 2013 fiscal year are paid on a semi-monthly basis in arrears; plus
(2) one times Executive's target APC for the year in which Executive's employment is terminated. APC shall be payable to the Executive on the dates of APC payment to other senior executives of the Company; it being understood that the Executive does not need to be employed by the Company on any date of payment in order to receive the APC set forth in this subparagraph 8(b)(2) or in order to receive the APC earned in the year immediately preceding the year in which Executive's employment is terminated; plus;
(3iv) continued vesting of all equity awards through the one-year anniversary Options to purchase shares of the Termination Company’s common stock, par value $0.01 per share (“Options”) and shares of restricted common stock (“Restricted Stock”) previously granted to you that are unvested as of the Notice Date (with stock options being exercisable will continue to vest in accordance with the terms of stock options granted generally to executives the applicable award agreements until August 1, 2015 (as if you remained employed through such date), and all of your vested Options shall expire on the earlier of (A) the expiration date of the Options as set forth in the applicable award agreements (without regard to your termination), or (B) October 30, 2015; and
(v) To the extent permitted by applicable law without any penalty to you or any member of the Company Group and subject to your election of COBRA continuation coverage under the Company’s group health plan, but on the first regularly scheduled payroll date of termination of employment being deemed each month during the one-year anniversary of eighteen (18) month period immediately following the Termination Date); plus
(4) full vesting of his deferred compensation benefit; plus
(5) continuation of the Benefits through the one-year anniversary of the Termination Date.
(c) If Executive becomes reemployed with , the Company prior will pay you an amount equal to your monthly COBRA premium cost; provided, that the end of the period during which he receives salary continuation payments pursuant to 8(a) or 8(b) above, the payments set forth in subparagraphs 8(a) or 8(bthis clause (v) shall cease immediately and irrevocably and Executive shall earlier than the expiration of such eighteen (18) month period in the event that you become eligible to receive only remuneration from the Company in connection with Executive's new positionany employer-provided health benefits, including through a spouse’s employer, during such period.
Appears in 1 contract
Sources: Separation and Release Agreement (Mueller Industries Inc)
Separation Payments. In consideration of the covenants set forth herein and the Effective Date and the Re-Execution Effective Date, the Company will provide you with the following payments and benefits (collectively, the “Separation Payments”):
(a) In an aggregate amount of $1,691,000 (the “Severance”), less all applicable withholdings and authorized or required deductions, which will be paid to you in installments, with the first installment of $845,500 paid on the sixtieth (60th) calendar day following the Separation Date (provided that the Re-Execution Effective Date occurs), and the remaining $845,500 paid in installments of $211,375 on each of the three, four, five and six month anniversaries of the Separation Date;
(b) to the extent you timely elect COBRA continuation coverage under the Company’s group insurance plans, the Company will reimburse you for the amount of COBRA continuation premiums (less required co-pay) until the earlier of (i) 12 months following the Separation Date and (ii) such time as you are no longer eligible for COBRA continuation coverage (with you being required to notify the Company within one week after becoming eligible for group medical coverage from another employer);
(c) the Company will reimburse you for (i) financial counseling services for 12 months following the Separation Date, subject to a maximum benefit of $30,000, and (ii) outplacement counseling services for 12 months following the Separation Date, subject to a maximum benefit of $30,000. You will be responsible for selecting any financial counseling advisors and any outplacement services providers;
(d) the option to purchase 88,000 shares of the Company’s Common Stock that was granted to you under the Company’s Management Incentive Plan and the Stock Option Award Agreement thereunder, dated as of May 4, 2017 (the “Option Agreement”), will fully vest on the Separation Date and will remain exercisable until it expires on the second anniversary of the Separation Date;
(e) at your election as indicated on the signature page hereto (provided that the Re-Execution Effective Date occurs), either (i) a cash payment of $207,384, less all applicable withholdings and authorized or required deductions, or (ii) 29,333 shares of the Company’s Common Stock, paid or delivered, as applicable, on the sixtieth (60th) calendar day following the Separation Date; provided that such shares, if applicable, may not be sold, assigned, conveyed, gifted, pledged, hypothecated or otherwise transferred in any manner, other than by will or the laws of descent or distribution, prior to the third anniversary of the Separation Date; and
(f) in the event that a Change of Control (as defined in the Executive's employment with the Company is terminated Company’s Management Incentive Plan) occurs on or prior to March 31October 27, 20042018, the 58,667 shares of the Company’s Common Stock covered by the Company without Cause or award of restricted stock units granted to you under the Company’s Management Incentive Plan and the Restricted Stock Unit Award Agreement thereunder, dated as of May 4, 2017 (the “RSU Agreement”), that were scheduled to vest in installments of 29,333 shares on May 4, 2019 and 29,334 shares on May 4, 2020 will immediately be 100% vested. This arrangement supersedes Section 2(c) of the RSU Agreement, which would provide for immediate forfeiture of the unvested restricted stock units upon the Separation Date. For clarity, you will not be eligible to vest in the 29,333 shares covered by the Executive for Good ReasonRSU Agreement that were scheduled to vest on May 4, 2018, and the 58,667 shares covered by the RSU Agreement that were scheduled to vest in addition to any other pay and/or benefits which have accrued to Executive, Executive shall receive separation payments installments on May 4 of 2019 and benefits as follows:
(1) continuation 2020 will only become vested in the event that a Change of Executive's then-effective base annual salary for the longer of: (i) the period commencing on the effective date of the Executive's termination of employment (the "Termination Date") and ending on March 31, 2004; and (ii) the period commencing on the Termination Date and ending on the one- year anniversary of the Termination Date; such salary continuation to be paid on a semi-monthly basis in arrears for the appropriate period; plus
(2) an amount equal to two times Executive's target APC for the year in which Executive's employment is terminated, minus any amount of APC paid or payable to Executive for any period Control occurs on or prior to March 31October 27, 2004. The APC shall be payable to the Executive on the dates of APC payment to other executives of the Company; it being understood that the Executive does not need to be employed by the Company on any date of payment in order to receive the APC set forth in this subparagraph 8(a)(2) or in order to receive the APC earned in the year immediately preceding the year in which Executive's employment is terminated; plus
(3) continued vesting of all equity awards through March 31, 2004 (with stock options being exercisable in accordance with the terms of stock options granted generally to executives of the Company, but the date of termination of employment being deemed March 31, 2004); plus
(4) full vesting of his deferred compensation benefit; plus
(5) continuation of the Benefits through March 31, 20042018.
(b) Without regard to the end of the term under 2 above, in the event that the Executive's employment with the Company is terminated on or after April 1, 2004, by the Company without Cause, in addition to any other pay and/or benefits which have accrued to Executive, Executive shall receive separation payments and benefits as follows:
(1) continuation of Executive's then-effective base annual salary for the period commencing on the Termination Date and ending on the one-year anniversary of the Termination Date, paid on a semi-monthly basis in arrears; plus
(2) one times Executive's target APC for the year in which Executive's employment is terminated. APC shall be payable to the Executive on the dates of APC payment to other executives of the Company; it being understood that the Executive does not need to be employed by the Company on any date of payment in order to receive the APC set forth in this subparagraph 8(b)(2) or in order to receive the APC earned in the year immediately preceding the year in which Executive's employment is terminated; plus
(3) continued vesting of all equity awards through the one-year anniversary of the Termination Date (with stock options being exercisable in accordance with the terms of stock options granted generally to executives of the Company, but the date of termination of employment being deemed the one-year anniversary of the Termination Date); plus
(4) full vesting of his deferred compensation benefit; plus
(5) continuation of the Benefits through the one-year anniversary of the Termination Date.
(c) If Executive becomes reemployed with the Company prior to the end of the period during which he receives salary continuation pursuant to 8(a) or 8(b) above, the payments set forth in subparagraphs 8(a) or 8(b) shall cease immediately and irrevocably and Executive shall receive only remuneration from the Company in connection with Executive's new position.
Appears in 1 contract
Separation Payments. (a) In the event that the Executive's employment with the Company is terminated on or prior to March 31, 2004, by the Company without Cause or by the Executive for Good Reason, in addition to any other pay and/or benefits which have accrued the payments set forth in Section 2(a) hereof, subject to Executive, Executive shall receive separation payments and benefits as follows:
(1) continuation of Executive's then-effective base annual salary for the longer of: (i) Executive’s continued compliance with the period commencing on the effective date of the Executive's termination of employment Restrictive Covenants (the "Termination Date") and ending on March 31as defined below), 2004; and (ii) Executive’s execution and non-revocation of (x) this Agreement and (y) the period commencing on General Release attached hereto as Exhibit A (the “Release”) and in consideration of the Release, and Executive’s other promises set forth herein, the Company, in full satisfaction of the obligations set forth in Section 5(d) of the Employment Agreement or otherwise, shall pay:
(i) to Executive, a lump-sum cash payment, payable within 55 days after the Termination Date and ending on effectiveness of the one- year anniversary Release, equal to the sum of:
(A) $915,026.25, which is equal to 150% of Executive’s Base Salary (as defined in the Employment Agreement) as of the date immediately prior to the Termination Date; such salary continuation to be paid on a semi-monthly basis in arrears for the appropriate period; plus;
(2B) an amount $954,114.75, which is equal to two times 150% of Executive's target APC ’s Annual Bonus (as defined in the Employment Agreement) for 2020;
(C) $26,451.90, which is equal to the year monthly COBRA costs of providing health and welfare benefits for Executive and Executive’s dependents under the plans in which Executive's employment is terminated, minus any amount of APC paid or payable to Executive for any period on or prior to March 31, 2004. The APC shall be payable to the Executive on the dates of APC payment to other executives of the Company; it being understood that the Executive does not need to be employed by the Company on any date of payment in order to receive the APC set forth in this subparagraph 8(a)(2) or in order to receive the APC earned in the year immediately preceding the year in which Executive's employment is terminated; plus
(3) continued vesting of all equity awards through March 31, 2004 (with stock options being exercisable in accordance with the terms of stock options granted generally to executives of the Company, but the date of termination of employment being deemed March 31, 2004); plus
(4) full vesting of his deferred compensation benefit; plus
(5) continuation of the Benefits through March 31, 2004.
(b) Without regard to the end of the term under 2 above, in the event that the Executive's employment with the Company is terminated on or after April 1, 2004, by the Company without Cause, in addition to any other pay and/or benefits which have accrued to Executive, Executive shall receive separation payments and benefits was participating as follows:
(1) continuation of Executive's then-effective base annual salary for the period commencing on the Termination Date and ending on the one-year anniversary of the Termination Date, paid on a semi-monthly basis in arrears; plustimes eighteen;
(2ii) one times to Executive's target APC for , a lump-sum cash payment, payable within 75 days after the year in which Executive's employment is terminated. APC shall be payable to the Executive on the dates of APC payment to other executives Termination Date and effectiveness of the Company; it being understood Release, equal to $833,333, which is the amount that the Executive does not need to will be employed by the Company on any date of payment in order to receive the APC set forth in this subparagraph 8(b)(2) or in order to receive the APC earned in the year immediately preceding the year in which Executive's employment is terminated; plus
(3) continued vesting of all equity awards through the one-year anniversary unpaid as of the Termination Date under the Cash Incentive Award letter agreement (with stock options being exercisable in accordance with the terms “Retention Letter”) from the Company dated as of stock options granted generally March 2, 2020 (the “Cash Incentive Award”); and
(iii) on behalf of Executive, the amount required to executives buy out the Executive’s leased Company automobile (the “vehicle”) from the Company’s fleet leasing provider (the “lessor”), payable to the lessor, and the Company shall permit Executive to retain the vehicle, and the Company will promptly take all actions necessary to effect the full and complete transfer of ownership and title of the Companyvehicle from the lessor (or its affiliate, but as the date of termination of employment being deemed case may be) to Executive (collectively 2(b)(i), 2(b)(ii) and 2(b)(iii), the one-year anniversary of the Termination Date“Separation Benefits”); plus
(4) full vesting of his deferred compensation benefit; plus
(5) continuation of the Benefits through the one-year anniversary of . Except as otherwise expressly required by law or as specifically provided herein, Executive shall have no right to compensation, benefits or other amounts after the Termination Date.
(c) If Executive becomes reemployed with the Company prior to the end of the period during which he receives salary continuation pursuant to 8(a) or 8(b) above, the payments set forth in subparagraphs 8(a) or 8(b) shall cease immediately and irrevocably and Executive shall receive only remuneration from the Company in connection with Executive's new position.
Appears in 1 contract
Sources: Transition and Consulting Services Agreement (Vivint Smart Home, Inc.)
Separation Payments. Provided that Executive timely delivers to the Company a signed original of this Agreement and does not revoke this Agreement, within the time period described in Section 15 herein and the Executive timely delivers the Second Release (aas defined in Section 15 herein) In and does not revoke it by the event that Final Release Date (as defined in Section 15 herein), and subject to Executive’s compliance with the Noncompetition and Nonsolicitation, Non-Disclosure of Confidential Information, Return of Property, Intellectual Property Rights, Notification of Employment or Service Provider Relationship and Non-Disparagement provisions of the Employment Agreement and Section 10 of this Agreement (collectively, the “Post Employment Restrictive Covenants”), and the Executive's employment ’s compliance with the terms of this Agreement, the Company will pay and provide Executive, subject to the terms and conditions of this Agreement, and Executive will accept, as and on behalf of Releasor (as defined below) from the Company on behalf of each Releasee (as defined below), the following cash payments, benefits and stock awards (the “Separation Payments”) in consideration for Executive’s release of claims against the Company and Releasees and Executive’s agreeing to the covenants and obligations set forth in this Agreement:
(i) cash severance pay in the gross amount of $500,000, payable in accordance with the Company’s payroll practices, in substantially equal monthly installments over a period of 12 months following the Designated Date, subject to this Agreement becoming effective and irrevocable in accordance with the terms herein;
(ii) vesting on March 5, 2016 of unvested options to purchase 35,000 shares of Company stock that were awarded to Executive in respect of the Initial Equity Grant;
(iii) reimbursement for the cost of health insurance continuation coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”), in excess of the cost of such benefits that active employees of the Company are required to pay, for a period of 12 months (or until Executive obtains individual or family coverage through another employer, if earlier) (the “COBRA Period”), provided that Executive elects COBRA coverage and subject to the conditions that: (A) Executive is terminated responsible for immediately notifying the Company if Executive obtains alternative insurance coverage, (B) Executive will be responsible for the entire COBRA premium amount after the end of the COBRA Period; (C) if Executive declines COBRA coverage, then the Company will not make any alternative payment to Executive in lieu of paying for COBRA premiums, and (D) such COBRA reimbursement payments shall be paid on an after tax basis as additional taxable compensation to the Executive;
(iv) vesting of $2,108,000 and $1,018,000, which is 100% of the unpaid deferred cash portion of Executive’s annual bonuses awarded for years prior to the Designated Date, with payment thereof to be on the dates such bonuses are paid to other senior executives of the Company (for the avoidance of doubt, any such deferred cash shall remain subject to any reduction provisions applicable to members of senior management with respect to their deferred amounts from such prior years; provided that such deferral period shall not be longer than four fiscal years after the date such deferred cash was first granted);
(v) continued vesting of 100% of the unvested options to purchase shares of Company stock and the unvested shares of restricted stock of the Company, that were awarded to Executive in respect of the annual bonuses for years prior to the Designated Date and are listed below, such that such options and restricted stock shall vest on the dates they would otherwise vest had the Executive remained an employee of the Company in such amounts and on such dates as follows: (A) 94,979 options vest on November 29, 2015; (B) 99,652 options vest on November 29, 2016; (C) 43,914 options vest on November 29, 2017, (D) 226,305 restricted shares vest on November 29, 2015; (E) 238,816 restricted shares vest on November 29, 2016 and (F) 99,980 restricted shares vest on November 29, 2017; provided, that it is acknowledged and agreed that Executive has elected to cause the Company to withhold or repurchase shares to the statutory minimum tax withholding levels (which includes for Company restricted stock taxation when employment ends) and subject to the Debt Limitations;
(vi) a bonus for the Company’s 2015 fiscal year equal to $1,000,000, payable entirely in cash, on or prior to March 31November 30, 2004, by 2015; provided that the Company without Cause or by shall have filed its Annual Report on Form 10-K and the Executive for Good Reason, in addition shall have signed all applicable related Certifications on or prior to any other pay and/or benefits which have accrued to Executive, Executive shall receive separation payments and benefits as follows:such date; and
(1vii) continuation if a Change in Control occurs after the Effective Date, then Executive’s outstanding equity awards in the Company shall become fully vested upon the later of Executive's then-effective base annual salary for the longer of: (i) the period commencing on the effective date of the (x) such Change in Control or (y) Executive's ’s termination of employment (other than a termination for Cause). For the "Termination Date") avoidance of doubt and ending on March 31notwithstanding anything in this Agreement to the contrary, 2004; and except as set forth in the last sentence of Section 11 hereof, (iix) the period commencing on the Termination Date and ending on the one- year anniversary of the Termination Date; such salary continuation Separation Payments (or rights set forth in Section 3(a) above) contemplated to be paid on a semi-monthly basis or provided by Section 3(a) above prior to January 1, 2016 shall not be made (or become effective) prior to the Effective Date and (y) the Separation Payments (or rights set forth in arrears for the appropriate period; plus
(2Section 3(a) an amount equal above) contemplated to two times Executive's target APC for the year in which Executive's employment is terminated, minus any amount of APC be paid or payable to Executive for any period provided by Section 3(a) above on or after January 1, 2016 shall not be made (or become effective) prior to March 31, 2004. The APC shall be payable to the Executive on the dates of APC payment to other executives of the CompanyFinal Release Date; it being understood that and agreed the Executive does not need to (or his estate or administrator) shall be employed by entitled to, and the Company on any date of payment in order to receive the APC set forth in this subparagraph 8(a)(2) or in order to receive the APC earned in the year immediately preceding the year in which Executive's employment is terminated; plus
(3) continued vesting of all equity awards through March 31, 2004 (with stock options being exercisable shall pay in accordance with the terms of stock options granted generally to executives of the Company, but the date of termination of employment being deemed March 31, 2004); plus
(4) full vesting of his deferred compensation benefit; plus
(5) continuation of the Benefits through March 31, 2004.
(b) Without regard to the end of the term under 2 above, in the event that the Executive's employment with the Company is terminated on or after April 1, 2004, by the Company without Cause, in addition to any other pay and/or benefits which have accrued to Executive, Executive shall receive separation payments and benefits as follows:
(1) continuation of Executive's then-effective base annual salary for the period commencing on the Termination Date and ending on the one-year anniversary of the Termination Date, paid on a semi-monthly basis in arrears; plus
(2) one times Executive's target APC for the year in which Executive's employment is terminated. APC shall be payable to the Executive on the dates of APC payment to other executives of the Company; it being understood that the Executive does not need to be employed by the Company on any date of payment in order to receive the APC set forth in this subparagraph 8(b)(2) or in order to receive the APC earned in the year immediately preceding the year in which Executive's employment is terminated; plus
(3) continued vesting of all equity awards through the one-year anniversary of the Termination Date (with stock options being exercisable in accordance with the terms of stock options granted generally to executives of the Company, but the date of termination of employment being deemed the one-year anniversary of the Termination Date); plus
(4) full vesting of his deferred compensation benefit; plus
(5) continuation of the Benefits through the one-year anniversary of the Termination Date.
(c) If Executive becomes reemployed with the Company prior to the end of the period during which he receives salary continuation pursuant to 8(a) or 8(bSection 3(a) above, the payments set forth Separation Payments in subparagraphs 8(a) or 8(b) shall cease immediately and irrevocably and Executive shall receive only remuneration from the Company in connection with event of the Executive's new position’s death following the Effective Date.
Appears in 1 contract
Separation Payments. DOV will pay ▇▇▇▇▇▇ on April 14, and 28, 2006, his regular payroll check and on the next following payroll date, May 12, 2006, his regular payroll check through May 5, 2006, plus 18 days of accrued, unused vacation through the Separation Date. The Company will keep ▇▇▇▇▇▇ on medical and dental benefits until May 30, 2006, at which time he will then be eligible for COBRA. Other than the foregoing, and subject to the following sentence, ▇▇▇▇▇▇ agrees that he has received all salary and any other compensation or fringe benefits owed to him by DOV through the Separation Date, and agrees that he has no further claims against DOV for salary and any other compensation or fringe benefits through the Separation Date. However, in consideration of the promises made by ▇▇▇▇▇▇ in this Agreement, including the releases given by ▇▇▇▇▇▇ to DOV in Paragraphs 3 through 6 of this Agreement, the parties have agreed on the following post-termination benefits:
(a) In DOV shall pay ▇▇▇▇▇▇ at regular payroll intervals his basic compensation as of the event Separation Date (based on his final basic compensation rate of $28,333.33 per month) for 15 months through August 5, 2007 (such 15 month period referred to herein as the “Severance Period”), provided that if the Executive's employment with parties agree that ▇▇▇▇▇▇ is a “specified employee” within the Company is terminated meaning of Section 409A of the Code, such payments will not commence for six months after the Separation Date and DOV instead shall pay ▇▇▇▇▇▇ on or prior November 6, 2006, a lump sum payment equal to March 31six months’ basic compensation plus, 2004to the extent deferred pursuant to subparagraph (b), by a lump sum payment equal to the Company without Cause or by cost to maintain and/or continue (as applicable) for such six-month period the Executive for Good Reasonmedical, in addition to any other pay and/or life, dental and disability insurance benefits which have accrued are provided pursuant to Executive, Executive shall receive separation payments and benefits as follows:subparagraph (b) below;
(1b) continuation of Executive's then-effective base annual salary for the longer of: DOV shall (i) pay on ▇▇▇▇▇▇’▇ behalf (or if more administratively practicable, reimburse ▇▇▇▇▇▇ for) all premiums associated with the period commencing on continuation of medical and dental insurance coverage for the effective date duration of the Executive's termination Severance Period for ▇▇▇▇▇▇ and his eligible dependants pursuant to COBRA (subject to ▇▇▇▇▇▇’▇ proper election of employment (the "Termination Date") and ending on March 31, 2004eligibility for such continuation coverage under COBRA); and (ii) provide ▇▇▇▇▇▇ with continuation for the period commencing on the Termination Date and ending on the one- year anniversary duration of the Termination Date; such salary continuation to be paid on a semi-monthly basis in arrears for Severance Period of the appropriate period; plus
(2) an amount equal to two times Executive's target APC for the year in which Executive's employment is terminated, minus any amount of APC paid or payable to Executive for any period on or life and disability insurance coverage ▇▇▇▇▇▇ was receiving from DOV immediately prior to March 31the Separation Date at no cost to ▇▇▇▇▇▇ (or, 2004. The APC shall be payable to the Executive extent such continued coverage is not permitted under the applicable policies or law, shall pay premiums on the dates of APC payment ▇▇▇▇▇▇’▇ behalf not to other executives of the Company; it being understood that the Executive does not need to be employed by the Company on any date of payment in order to receive the APC set forth in this subparagraph 8(a)(2) or in order to receive the APC earned exceed in the year immediately preceding case of disability the year in which Executive's employment is terminated; plus
(3) continued vesting of all equity awards through March 31, 2004 (with stock options being exercisable in accordance with the terms of stock options granted generally to executives of the Company, but the date of termination of employment being deemed March 31, 2004); plus
(4) full vesting of his deferred compensation benefit; plus
(5) continuation of the Benefits through March 31, 2004.
(b) Without regard to the end of the term under 2 above, in the event premium payment rate that the Executive's employment with the Company is terminated on or after April 1, 2004, was paid by the Company without Cause, in addition to any other pay and/or benefits which have accrued to Executive, Executive shall receive separation payments and benefits as follows:
(1) continuation of Executive's then-effective base annual salary for the period commencing on the Termination Date and ending on the one-year anniversary of the Termination Date, paid on a semi-monthly basis in arrears; plus
(2) one times Executive's target APC for the year in which Executive's employment is terminated. APC shall be payable to the Executive on the dates of APC payment to other executives of the Company; it being understood that the Executive does not need to be employed by the Company on any date of payment in order to receive the APC set forth in this subparagraph 8(b)(2) or in order to receive the APC earned in the year immediately preceding the year in which Executive's employment is terminated; plus
(3) continued vesting of all equity awards through the one-year anniversary of the Termination Date (with stock options being exercisable in accordance with the terms of stock options granted generally to executives of the Company, but the date of termination of employment being deemed the one-year anniversary of the Termination Date); plus
(4) full vesting of his deferred compensation benefit; plus
(5) continuation of the Benefits through the one-year anniversary of the Termination Date.
(c) If Executive becomes reemployed with the Company prior to the end Separation Date (or, if more administratively practicable, reimburse ▇▇▇▇▇▇ for all such premiums) associated with obtaining and providing ▇▇▇▇▇▇ with reasonably comparable life and disability insurance coverage for the duration of the period during which he receives salary continuation pursuant Severance Period); provided that, if the parties agree that it is necessary to 8(a) or 8(b) aboveavoid a penalty tax under Section 409A of the Code, ▇▇▇▇▇▇ shall pay the payments entire cost of such benefits for the first six months, and DOV shall pay ▇▇▇▇▇▇ a lump sum payment of such costs in accordance with the procedure set forth in subparagraph (a);
(c) effective as of the Separation Date, the vesting of all stock options to acquire DOV stock held by ▇▇▇▇▇▇ that are unvested shall accelerate and thereupon vest. It is the parties’ intention that such options remain exercisable for the longest period permissible without causing ▇▇▇▇▇▇ to incur a penalty tax under Section 409A. Under current Internal Revenue Service proposed regulations, such options may, and shall be exercisable up to and including December 31, 2007, provided that, if ▇▇▇▇▇▇ determines upon tax advice that an extension of time to exercise to a date not later than August 5, 2010, is permissible without incurring a penalty tax under Section 409A, such options shall be extended, to and including such later date given by notice to DOV;
(d) commencing May 8, 2006, ▇▇▇▇▇▇ shall be available upon reasonable notice to perform consulting services (as an independent contractor) of up to half-time during business days in May and June 2006 (the “Consulting Period”) for which DOV shall pay ▇▇▇▇▇▇ $200 per hour plus reasonable out-of-pocket expenses; and
(e) if a replacement general counsel has not started employment with DOV during the above Consulting Period sufficient to permit a suitable transition orientation, and starts employment on or prior to November 4, 2006, ▇▇▇▇▇▇ shall provide reasonable consulting services for such purpose at no charge. The foregoing severance payments shall be made net of standard withholdings and authorized deductions, except that with respect to any consulting services performed during the Consulting Period, ▇▇▇▇▇▇ shall be an independent contractor and nothing herein, explicitly or implicitly, shall be deemed or construed to create a joint venture, partnership, agency or employee/employer relationship between ▇▇▇▇▇▇ and DOV with respect to the Consulting Period for any purpose, including but not limited to taxes or employee benefits. ▇▇▇▇▇▇ thus understands that he will be solely responsible for paying all federal, state and local taxes (including income tax, FICA, FUTA and other taxes that may be due) as a result of any consulting fees he receives pursuant to this Agreement; and that he will not accrue any benefits under, or be covered by, any employee benefit plans of DOV (except for any continuation coverage as otherwise provided in subparagraph (b) above). The severance, insurance and other payments and benefits provided by DOV hereunder pursuant to subparagraphs 8(a(a)-(e) are subject to ▇▇▇▇▇▇’▇ signing and delivering this agreement to DOV. In the event of ▇▇▇▇▇▇’▇ death prior to full performance by DOV of its obligation hereunder, severance and insurance payments if any yet to be paid, and DOV options if any not yet exercised, shall be paid to, or 8(bexercised by, his wife ▇▇▇▇ ▇▇▇▇▇▇ or if she dies to his or her legal representative or legatee. ▇▇▇▇▇▇ acknowledges that the payments and benefits to be provided pursuant to subparagraphs (a)-(e) shall cease immediately are payments and irrevocably benefits to which he would not otherwise be entitled absent his agreement to and Executive shall receive only remuneration from compliance with the Company in connection with Executive's new positionterms and conditions of this Agreement.
Appears in 1 contract
Sources: Separation and General Release Agreement (Dov Pharmaceutical Inc)
Separation Payments. (a) In the event that the Executive's employment connection with the Company is terminated on or prior to March 31, 2004, by the Company without Cause or by the Executive for Good Reason, in addition to any other pay and/or benefits which have accrued to Executive, Executive shall receive separation payments and benefits as follows:
(1) continuation of Executive's then-effective base annual salary for the longer of: (i) the period commencing on the effective date conclusion of the Executive's termination of ’s employment (the "Termination Date") and ending on March 31, 2004; and (ii) the period commencing on the Termination Date and ending on Separation Date, the one- year anniversary of Executive will be entitled to the Termination Date; such salary continuation to be paid on a semi-monthly basis in arrears for the appropriate period; plus
(2) an amount equal to two times Executive's target APC for the year in Accrued Amounts, which Executive's employment is terminated, minus any amount of APC paid or payable to Executive for any period on or prior to March 31, 2004. The APC amounts shall be payable to the Executive on the dates of APC payment to other executives of the Company; it being understood that the Executive does not need to be employed by the Company on any date of payment in order to receive the APC set forth in this subparagraph 8(a)(2) or in order to receive the APC earned in the year immediately preceding the year in which Executive's employment is terminated; plus
(3) continued vesting of all equity awards through March 31, 2004 (with stock options being exercisable in accordance with the applicable provisions in the Employment Agreement. In addition to the Accrued Amounts, subject to (x) the Executive’s continued compliance with the terms of stock options granted generally to executives this Agreement, including, without limitation, the terms of the CompanyRestrictive Covenant and Cooperation Provisions (as defined below), but (y) the Executive’s provision of the Transition Services during the Transition Period and (z) the Executive’s timely execution, delivery and non-revocation of the Release of Claims attached hereto as Exhibit B (the “Release”) (as further discussed in Section 6), the Executive will be entitled to the following payments and benefits (collectively, the “Severance Consideration”) in full satisfaction of his rights in connection with a termination by the Company without Cause under Section 8(d) of the Employment Agreement:
(i) an amount equal to $3,556,800 (representing two (2) times the sum of (A) the Executive’s Base Salary (at the highest rate in effect in the six (6) month period preceding the date of termination this Agreement) and (B) the Executive’s average Annual Bonus over the 2022 and 2023 fiscal years), which amount shall be payable in substantially equal installments in accordance with the Company’s normal payroll policies commencing within thirty (30) days following the Separation Date, and continuing for twenty-four (24) consecutive months thereafter (the “Severance Term”);
(ii) a pro-rata portion of employment being the Executive’s Annual Bonus for the 2024 calendar year based on actual results for such year (provided that any applicable subjective performance criteria shall be deemed March 31achieved at target) (determined by multiplying the amount of such bonus which would be due for the full year by a fraction, 2004the numerator of which is the number of full or partial months during the 2024 year that the Executive served as Chief Executive Officer and the denominator of which is twelve (12)), payable within thirty (30) days following the Separation Date (the “Pro-Rata Bonus”);
(iii) subject to (A) the Executive’s timely election of continuation coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”) and (B) the Executive’s continued copayment of premiums at the same level and cost to the Executive as if the Executive were an employee of the Company (excluding, for purposes of calculating cost, an employee’s ability to pay premiums with pre-tax dollars), continued participation in the Company’s group health plan (to the extent permitted under applicable law and the terms of such plan) which covers the Executive (and the Executive’s eligible dependents) for a period of twelve (12) months following the Separation Date at the Company’s expense, provided that the Executive is eligible and remains eligible for COBRA coverage; provided, further, that the Company may modify such continuation coverage to the extent reasonably necessary to avoid the imposition of any excise taxes on the Company for failure to comply with the nondiscrimination requirements of the Patient Protection and Affordable Care Act of 2010, as amended, and/or the Health Care and Education Reconciliation Act of 2010, as amended (to the extent applicable); plusand provided, further, that in the event that the Executive obtains other employment that offers group health benefits, such continuation of coverage by the Company hereunder shall immediately cease; and
(4iv) full vesting of his deferred compensation benefitfor twelve (12) months following the Separation Date, the Executive will have access to Company-provided outplacement services at a level commensurate with the Executive’s position in accordance with the Company’s practices as in effect from time to time; plus
(5provided, however, that the foregoing payments and benefits shall be subject to the terms set and conditions set forth in Section 8(e) continuation of the Benefits through March 31, 2004Employment Agreement.
(b) Without regard to the end of the term under 2 above, in the event The Executive acknowledges and agrees that the Executive's employment with the Company is terminated on or after April 1, 2004, by the Company without Cause, in addition he shall not be entitled to any other pay and/or benefits which have accrued to Executive, Executive shall receive further separation payments and or other termination benefits as follows:
(1) continuation of Executive's then-effective base annual salary for the period commencing on the Termination Date and ending on the one-year anniversary of the Termination Date, paid on a semi-monthly basis in arrears; plus
(2) one times Executive's target APC for the year in which Executive's employment is terminated. APC shall be payable to the Executive on the dates of APC payment to other executives of the Company; it being understood that the Executive does not need to be employed by the Company on any date of payment in order to receive the APC set forth in this subparagraph 8(b)(2) or in order to receive the APC earned in the year immediately preceding the year in which Executive's employment is terminated; plus
(3) continued vesting of all equity awards through the one-year anniversary of the Termination Date (with stock options being exercisable in accordance with under the terms of stock options granted generally the Employment Agreement or otherwise, except as for the benefits expressly provided herein. The Executive further acknowledges and agrees that the Pro Rata Bonus shall constitute the Executive’s sole entitlement to executives an Annual Bonus in respect of the Company, but the date of termination of employment being deemed the one-year anniversary of the Termination Date); plus
(4) full vesting of his deferred compensation benefit; plus
(5) continuation of the Benefits through the one-year anniversary of the Termination Date2024 calendar year.
(c) If Executive becomes reemployed with the Company prior to the end of the period during which he receives salary continuation pursuant to 8(a) or 8(b) above, the payments set forth in subparagraphs 8(a) or 8(b) shall cease immediately and irrevocably and Executive shall receive only remuneration from the Company in connection with Executive's new position.
Appears in 1 contract
Separation Payments. In connection with the termination of your employment with the Company, and in consideration of your obligations and agreements set forth in this Letter Agreement, you will be entitled to the following payments and benefits (in each case, less applicable tax withholdings):
(a) In The Company will pay you, promptly after the event that date the Executive's employment with release in Paragraph 4 below becomes effective (the Company is terminated "Release Effective Date"), which based on or the terms of this Letter Agreement will be prior to March 3115, 20042020, by a cash lump payment equal to the Company without Cause or by the Executive for Good Reason, in addition to any other pay and/or benefits which have accrued to Executive, Executive shall receive separation payments and benefits as follows:
(1) continuation sum of Executive's then-effective base annual salary for the longer of: one times (i) the period commencing on the effective date of the Executive's termination of employment your current annual base salary (the "Termination Date"$450,000) and ending on March 31, 2004; and (ii) a bonus (the period commencing on “Bonus”) equal to $450,000 multiplied by a fraction (but in no event greater than 1) the numerator of which is the number of calendar days in 2019 prior to and including the Termination Date and ending on the one- year anniversary denominator of which is 365. The Bonus shall be in lieu of the Termination Date; such salary continuation to be paid on a semi-monthly basis in arrears for Bonus due under the appropriate period; plusSeverance Agreement.
(2b) an amount The Company will pay you, promptly after the Release Effective Date, a cash lump sum of $20,970.96, which is equal to two times Executive's target APC the sum of 12 months of company contributions for the year in which Executive's employment is terminatedgroup life, minus any amount of APC paid or payable to Executive for any period on or prior to March 31, 2004. The APC shall be payable to the Executive on the dates of APC payment to other executives of the Company; it being understood that the Executive does not need to be employed by the Company on any date of payment in order to receive the APC set forth in this subparagraph 8(a)(2) or in order to receive the APC earned in the year immediately preceding the year in which Executive's employment is terminated; pluslong-term disability and health insurance benefits.
(3c) continued vesting of all equity awards through March 31, 2004 (with stock options being exercisable Pursuant to and in accordance with the terms of stock options granted generally to executives the Notice of Key Employee Incentive Plan Cash Award (the “▇▇▇▇ Award”) dated August 24, 2018, following ratification of the Company2019 revenue performance target achievements, but if and to the date of termination of employment being deemed March 31extent achieved, 2004); plus
(4) full vesting of his deferred compensation benefit; plus
(5) continuation the Company will promptly pay you a pro-rated portion of the Benefits through March 31final installment of your ▇▇▇▇ Award based on time served, 2004as calculated in the notice and at the times set forth in the notice.
(bd) Without regard Pursuant to the end of the term under 2 above, in the event that the Executive's employment with the Company is terminated on or after April 1, 2004, by the Company without Cause, in addition to any other pay and/or benefits which have accrued to Executive, Executive shall receive separation payments and benefits as follows:
(1) continuation of Executive's then-effective base annual salary for the period commencing on the Termination Date and ending on the one-year anniversary of the Termination Date, paid on a semi-monthly basis in arrears; plus
(2) one times Executive's target APC for the year in which Executive's employment is terminated. APC shall be payable to the Executive on the dates of APC payment to other executives of the Company; it being understood that the Executive does not need to be employed by the Company on any date of payment in order to receive the APC set forth in this subparagraph 8(b)(2) or in order to receive the APC earned in the year immediately preceding the year in which Executive's employment is terminated; plus
(3) continued vesting of all equity awards through the one-year anniversary of the Termination Date (with stock options being exercisable in accordance with the terms of stock options granted generally to executives each of the CompanyNotice of Long Term Incentive Cash Award dated January 1, but 2017 and the date Notice of termination Long Term Incentive Cash Award dated June 2, 2016 (your “LTI Awards”), following certification of employment being deemed the oneachievement of the applicable targets, if and to the extent achieved, the Company will pay you a pro-year anniversary rated portion of the unvested installments under the LTI Awards based on time served, as calculated in each notice and at the times set forth in each notice.
(e) Pursuant to and in accordance with the terms of the retention bonus letter agreement dated February 9, 2017, the Company shall pay you, promptly after the Termination Date); plus
(4) full vesting of his deferred compensation benefit; plus
(5) continuation , the second and final tranche of the Benefits through retention bonus ($71,250) to the one-year anniversary extent such amount remains unpaid as of the Termination Date.
(cf) If Executive becomes reemployed with The Company will pay you, promptly after the Termination Date, a cash lump sum equal to (i) your base salary accrued through the Termination Date and (ii) any earned but unused vacation pay, in each case to the extent not previously paid.
(g) The Company prior will pay you, promptly after submission of appropriate expense documentation, reimbursement for any travel or business expenses through the Termination Date.
(h) The Company will continue to provide health and wellness benefits, including access to the Employee Assistance Program, through the end of the period during which he receives salary continuation pursuant month of the Termination Date. You may elect to 8(acontinue your health benefits beyond this date through COBRA by paying the required contribution. Pay Flex (888-678-7835) will notify you of your rights and elections.
(i) If earned under the terms of the RSU Agreement, all or 8(ba portion of the Retention Award will accelerate and pay out on the Release Effective Date. March 26, 2019
(j) aboveThe Company will pay for the United States and Luxembourg tax preparation services for the 2018 tax year, using the payments set forth in subparagraphs 8(a) or 8(b) shall cease immediately and irrevocably and Executive shall receive only remuneration from the Company in connection with Executive's new positionCompany’s preferred tax preparation service provider.
Appears in 1 contract
Separation Payments. (a) In the event that the Executive's employment with the Company is terminated on or prior to March 31, 2004, by the Company without Cause or by the Executive for Good Reason, in addition to any other pay and/or benefits which have accrued to Executive, Executive shall receive separation payments and benefits as follows:
(1) continuation of Executive's then-effective base annual salary for the longer of: (i) the period commencing on the effective date of the Executive's termination of employment (the "Termination Date") and ending on March 31, 2004; and (ii) the period commencing on the Termination Date and ending on the one- year anniversary of the Termination Date; such salary continuation to be paid on a semi-monthly basis in arrears for the appropriate period; plus
(2) an amount equal to two times Executive's target APC for the year in which Executive's employment is terminated, minus any amount of APC paid or payable to Executive for any period on or prior to March 31, 2004. The APC shall be payable Pursuant to the Executive on the dates of APC payment to other executives of the Company; it being understood that the Executive does not need to be employed by the Company on any date of payment in order to receive the APC set forth in this subparagraph 8(a)(2) or in order to receive the APC earned in the year immediately preceding the year in which Executive's employment is terminated; plus
(3) continued vesting satisfactory transition of all equity awards through March 31, 2004 (with stock options being exercisable in accordance with the terms of stock options granted generally to executives of information and material requested by the Company, but the date of termination of employment being deemed March 31Company agrees to the following:
A. The Company shall pay Employee $200,000, 2004without any tax withholdings or other deductions (the “Separation Payment”); plus
. The Separation Payment shall be delivered to Employee at this home address (471 Westland Avenue, Newton, MA 02465) full vesting of his deferred compensation benefit; plus
(5) continuation in a manner to ensure that it is received by Employee within 8 calendar days of the Benefits through March 31, 2004.
(b) Without regard execution of this Agreement by both Parties. Company shall issue to Employee a Form-1099 for the end of the term under 2 above, Separation Payment in the event that the Executive's employment with the ordinary course of its business. The Company is terminated on or after April 1, 2004, by the Company without Cause, in addition to any other shall also pay and/or benefits which have accrued to Executive, Executive shall receive separation payments and benefits as follows:
(1) continuation of Executive's then-effective base annual salary Employee $10,000 for the period commencing on the Termination Date and ending on the one-year anniversary of the Termination Date, paid on a semi-monthly basis in arrears; plus
(2) one times Executive's target APC for the year in which Executive's employment is terminated. APC shall be payable to the Executive on the dates of APC payment to other executives of the Company; it being understood that the Executive does not need to be employed by the Company on any date of payment in order to receive the APC set forth in this subparagraph 8(b)(2) or in order to receive the APC earned in the year immediately preceding the year in which Executive's employment is terminated; plus
(3) continued vesting of all equity awards through the one-year anniversary of the Termination Date (with stock options being exercisable in accordance with the terms of stock options granted generally to executives of the Company, but the date of termination of employment being deemed the one-year anniversary of the Termination Date); plus
(4) full vesting of his deferred compensation benefit; plus
(5) continuation of the Benefits through the one-year anniversary of the Termination Date.
(c) If Executive becomes reemployed with the Company prior to the end of the period during which he receives salary continuation pursuant to 8(a) or 8(b) above, the payments set forth in subparagraphs 8(a) or 8(b) shall cease immediately and irrevocably and Executive shall receive only remuneration from the Company attorney’s fees in connection with Executive's new positionthis matter.
B. The Company shall also pay to Employee accrued salary of $6,557.40 through March 6, 2020, including any March contributions to the 401k plan, and unused vacation days totaling $28,415.40; each payable on the next scheduled pay period.
C. If the Employee timely and properly elects COBRA continuation coverage under the Company’s group health plan, the Employee shall only be required to pay active employee rates, as in effect from time to time, until September 6, 2020. At the conclusion of this period, the Employee shall be eligible to continue his coverage, pursuant to COBRA, and shall be responsible for the entire COBRA premium for the remainder of the applicable COBRA continuation period.
D. Employee’s options granted under the Company’s 2014 Stock Option and Equity Incentive Plan shall continue to vest until September 6, 2020. Employee shall have until March 6, 2021 to exercise his vested options and Employee shall be allowed to use a cashless exercise provision to exercise his vested options. Subject to federal securities laws, Employee shall be free of any restrictions preventing him from exercising and selling his vested options as of the eighth day following the execution of this Agreement.
E. The Company shall include Employee’s name in the upcoming planned scientific publication in connection with the Company’s completed Phase II trial for REL-1017.
Appears in 1 contract
Sources: Separation and Settlement Agreement (Relmada Therapeutics, Inc.)
Separation Payments. In consideration of the promises and covenants made by Employee in this Agreement, including the general waiver and 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 conditioned on Employee’s timely execution and non-revocation of this Agreement, the Company will make the following “Separation Payments” pursuant to the Severance Plan and the outstanding award agreements governing Employee’s outstanding equity awards consistent with a termination without cause pursuant to such plans and agreements:
(a) In the event that the Executive's employment with the Company is terminated will pay to Employee the prorated portion of Employee’s annual short term cash incentive bonus payable pursuant to the STIP that will be determined to be payable for calendar year 2025 based on or prior to March 31, 2004, by the Company without Cause or by the Executive for Good Reason, in addition to any other pay and/or benefits which have accrued to Executive, Executive shall receive separation payments actual performance attainment and benefits as follows:
(1) continuation of Executive's then-effective base annual salary for the longer of: (i) the period commencing prorated based on the effective date Employee’s days of service during calendar year 2025 through the Executive's termination of employment (the "Termination Date") Separation Date as a one-time, lump-sum payment, less all applicable and ending on March 31legally required withholdings and deductions, 2004; and (ii) the period commencing on the Termination Date and ending on the one- year anniversary of the Termination Date; such salary continuation to be paid on a semi-monthly basis in arrears for the appropriate period; plus
(2) an amount equal out when bonuses are paid to two times Executive's target APC for the year in which Executive's employment is terminatedsimilarly situated executives but no later than March 15, minus any amount of APC paid or payable to Executive for any period on or prior to March 31, 2004. The APC shall be payable to the Executive on the dates of APC payment to other executives of the Company; it being understood that the Executive does not need to be employed by the Company on any date of payment in order to receive the APC set forth in this subparagraph 8(a)(2) or in order to receive the APC earned in the year immediately preceding the year in which Executive's employment is terminated; plus
(3) continued vesting of all equity awards through March 31, 2004 (with stock options being exercisable in accordance with the terms of stock options granted generally to executives of the Company, but the date of termination of employment being deemed March 31, 2004); plus
(4) full vesting of his deferred compensation benefit; plus
(5) continuation of the Benefits through March 31, 2004.2026;
(b) Without regard the Company will pay to the end of the term under 2 above, Employee severance in the event that amount of $1,158,300 as a one-time, lump-sum payment, less all applicable and legally required withholdings and deductions, to be paid within sixty (60) days following the Executive's employment with Separation Date;
(c) the Company is terminated on or after April 1, 2004, by the Company without Cause, in addition to any other pay and/or benefits which have accrued to Executive, Executive shall receive separation payments will vest and benefits as followssettle with Employee:
(1i) continuation 1,736 shares of Executive's thentime-effective base annual salary based restricted stock units under the Mativ Holdings, Inc. 2015 Long-term Incentive Plan (“2015 LTIP”) granted on February 16, 2023,
(ii) 4,792 shares of time-based restricted stock units under the Mativ Holdings, Inc. 2024 Equity and Incentive Plan (“2024 LTIP”) granted on February 13, 2024, and
(iii) 1,602 shares of time-based restricted stock units under the Mativ Holdings, Inc. 2024 Equity and Incentive Plan (“2025 LTIP”) granted on March 19, 2025, for a total of 8,130 shares of time-based restricted stock units constituting a prorated portion of his unvested time-based restricted stock unit award agreements under the period commencing 2015 LTIP and 2024 LTIP, subject to the terms and conditions of such plan and agreements;
(d) the Company will vest and settle with Employee:
(i) 4,102 shares of performance-based restricted stock units under the 2015 LTIP granted on February 16, 2023, (ii) 11,321 shares of performance-based restricted stock units under the Termination Date 2024 LTIP granted on February 13, 2024, and
(iii) 2,403 shares of performance-based restricted stock units under the 2025 LTIP granted on March 19, 2025, for a total of 17,826 shares of performance-based restricted stock units constituting a prorated portion of his unvested performance-based restricted stock units award agreements under the 2015 LTIP and ending 2024 LTIP and based on average completed performance;
(e) the Company will pay to Employee a one-year anniversary time, lump-sum payment of $25,000, less all applicable and legally required withholdings and deductions, for professional outplacement services, to be paid within sixty (60) days following the Separation Date; and
(f) the Company will pay to Employee a lump-sum payment equal to, $46,682.10, which amount is equal to the monthly premiums that Employee would be required to pay if he elected continuation coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”) under the medical and dental plans of the Termination Company in which the Employee was participating immediately before the Separation Date based upon the premium rates in effect as of the Separation Date, paid on a semi-monthly basis in arrears; plus
multiplied by eighteen (2) one times Executive's target APC for the year in which Executive's employment is terminated. APC shall be payable to the Executive on the dates of APC payment to other executives of the Company; it being understood that the Executive does not need 18), to be employed by paid within sixty (60) days following the Company on any date of payment in order to receive the APC set forth in this subparagraph 8(b)(2) or in order to receive the APC earned in the year immediately preceding the year in which Executive's employment is terminated; plus
(3) continued vesting of all equity awards through the one-year anniversary of the Termination Date (with stock options being exercisable in accordance with the terms of stock options granted generally to executives of the Company, but the date of termination of employment being deemed the one-year anniversary of the Termination Date); plus
(4) full vesting of his deferred compensation benefit; plus
(5) continuation of the Benefits through the one-year anniversary of the Termination Separation Date.
(cg) If Executive becomes reemployed with Employee acknowledges and agrees that Employee is not eligible for any payments or benefits other than as provided in this Agreement and expressly acknowledges that he is not eligible for any additional equity interests other than the Company prior interests already owned by Employee or otherwise specified herein.
(h) Notwithstanding any other provision of this Agreement to the end of the period during which he receives salary continuation contrary, Employee expressly agrees that any compensation paid to Employee pursuant to 8(a) this Agreement that is or 8(b) abovebecomes subject to recovery under any law, the payments set forth in subparagraphs 8(a) government regulation, stock exchange listing or 8(b) shall cease immediately Company clawback policy requirement will be subject to such deductions and irrevocably and Executive shall receive only remuneration from the Company in connection with Executive's new positionclawback as may be required to be made pursuant to such law, government regulation, stock exchange listing or policy.
Appears in 1 contract
Separation Payments. (a) In consideration for your signing this Agreement, subject to the event that conditions set forth below, you will receive:
A. Salary continuation at the Executive's employment rate of $950,000 per annum for a period beginning with the Retirement Date through March 31, 2006, which amounts shall be payable in substantially equal semi-monthly installments. Such salary continuation shall not be reduced by the amount of compensation and benefits you receive from other employment (including self-employment) during the salary continuation period.
B. The Company is terminated on shall pay you a minimum bonus of $634,000 for the Company’s fiscal year ending March 31, 2005. However, if the Company achieves or prior exceeds the Company’s annual financial budget as approved by the Company’s Board of Directors for such year, you shall be entitled to March a minimum bonus of $950,000. The bonus provided for herein shall be paid at the time the Company pays bonuses to its senior executives for such fiscal year, immediately following the approval of such bonuses by the Compensation Committee of the ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Corporation’s Board of Directors, or by June 15, 2005, if bonuses are not paid for that year.
C. For purposes of the Company’s Supplemental Executive Retirement Plan, you shall be treated as having remained actively employed by the Company through December 31, 2004, with the compensation provided for in the Second Amendment, dated as of December 31, 2003 (the “Second Amendment”), to the Original Employment Agreement dated as of June 12, 2000 between you and the Company (the “Original Agreement”), as amended by the Company without Cause or First Amendment (the “First Amendment”) dated as of May 7, 2003. The Original Agreement as amended by the First Amendment and the Second Amendment hereafter is referred to as the “Employment Agreement”. As such, you shall be credited with ▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇ a full year as of Service (as defined in the Supplemental Executive Retirement Plan) for Good Reason2004, and the compensation provided for in addition the Second Amendment shall be taken into account for purposes of determining your Final Average Base Salary (as defined in the Supplemental Executive Retirement Plan) under the Supplemental Executive Retirement Plan.
D. The Company shall accelerate to any other pay and/or benefits which have accrued to Executive, Executive shall receive separation payments and benefits as follows:
(1) continuation of Executive's then-effective base annual salary for the longer of: (i) date hereof the period commencing on the effective date vesting of the Executive's termination of employment remaining 25,000 options granted to you on May 22, 2002 (Grant Number 006090) under the ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Corporation 2001 Stock Incentive Plan, (the "Termination Date"“Plan”) which presently are unvested. For the purpose of exercising these and ending on March 31all other vested options, 2004; and (ii) the period commencing on the Termination Date and ending on the one- year anniversary of the Termination Date; such salary continuation to be paid on a semi-monthly basis in arrears for the appropriate period; plus
(2) an amount equal to two times Executive's target APC for the year in which Executive's employment is terminated, minus any amount of APC paid or payable to Executive for any period on or prior to March 31, 2004. The APC you shall be payable deemed to the Executive on the dates of APC payment to other executives of the Company; it being understood that the Executive does not need to be employed by the Company on any date of payment in order to receive the APC set forth in this subparagraph 8(a)(2) or in order to receive the APC earned in the year immediately preceding the year in which Executive's employment is terminated; plus
(3) continued vesting of all equity awards through March 31, 2004 (with stock options being exercisable have retired in accordance with the terms of stock options granted generally to executives and conditions of the CompanyPlan. All vested options under the Plan shall remain exercisable for the time period specified in Section 5(h) of such Plan, but as in effect on the date of termination of employment being deemed March 31hereof. You agree that the items provided for in this Section shall be subject to all applicable deductions and withholdings required by federal, 2004); plus
state and local law. You acknowledge that you are not entitled to receive such items unless you execute this Agreement and do not revoke your signature during the seven (47) full vesting of his deferred compensation benefit; plus
(5) continuation of the Benefits through March 31, 2004.
(b) Without regard day period referred to the end of in Section 15 below. You represent that during the term under 2 above, in the event that the Executive's of your employment with the Company is terminated on or after April 1you did not breach your fiduciary duty to the Company. You agree that the automobile benefit you have been receiving pursuant to Section 3(d) of the Employment Agreement shall cease as of the Retirement Date and, 2004if you elect COBRA coverage, by the Company without Cause, in addition to any other pay and/or benefits which have accrued to Executive, Executive you shall receive separation payments and benefits as follows:
(1) continuation of Executive's then-effective base annual salary be solely responsible for the period commencing on the Termination Date and ending on the one-year anniversary of the Termination Date, paid on a semi-monthly basis in arrears; plus
(2) one times Executive's target APC for the year in which Executive's employment is terminated. APC shall be payable to the Executive on the dates of APC payment to other executives of the Company; it being understood that the Executive does not need to be employed by the Company on any date of payment in order to receive the APC set forth in this subparagraph 8(b)(2) or in order to receive the APC earned in the year immediately preceding the year in which Executive's employment is terminated; plus
(3) continued vesting of all equity awards through the one-year anniversary of the Termination Date (with stock options being exercisable in accordance with the terms of stock options granted generally to executives of the Company, but the date of termination of employment being deemed the one-year anniversary of the Termination Date); plus
(4) full vesting of his deferred compensation benefit; plus
(5) continuation of the Benefits through the one-year anniversary of the Termination Datepayments relating thereto.
(c) If Executive becomes reemployed with the Company prior to the end of the period during which he receives salary continuation pursuant to 8(a) or 8(b) above, the payments set forth in subparagraphs 8(a) or 8(b) shall cease immediately and irrevocably and Executive shall receive only remuneration from the Company in connection with Executive's new position.
Appears in 1 contract
Separation Payments. In consideration of the promises and covenants made by Employee in this Agreement and the Consulting Agreement, including the general waiver and 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 conditioned on Employee’s timely execution and non-revocation of this Agreement and Employee’s timely execution and non-revocation of the Reaffirmation attached hereto as Exhibit B at the conclusion of the Transition Services Period, the Company will make the following “Separation Payments” pursuant to the Severance Plan, Employment Agreement and the outstanding award agreements governing Employee’s outstanding equity awards consistent with a termination without cause pursuant to such plans and agreements:
(a) In the event Company will pay to Employee the Employee’s accrued, but unpaid annual short term cash incentive bonus payable pursuant to the NCR Voyix Corporation Management Incentive Program (the “MIP”) that was determined to be payable for calendar year 2024 based on actual performance attainment and that Employee would have received had Employee remained employed through the Executive's employment date such bonuses are paid as a one-time, lump-sum payment (expected to be $540,000), less all applicable and legally required withholdings and deductions, to be paid out on the first payroll date following the sixtieth (60th) calendar day after the Separation Date in accordance with the Company is terminated on or prior to March 31, 2004, by Company’s standard payroll practices;
(b) the Company without Cause will pay to Employee the prorated portion of Employee’s annual short term cash incentive bonus payable pursuant to the MIP for calendar year 2025 prorated based on the Employee’s days of service during calendar year 2025 through the Separation Date in the amount of $115,068 as a one-time, lump-sum payment, less all applicable and legally required withholdings and deductions, to be paid out on the first payroll date following the sixtieth (60th) calendar day after the Separation Date in accordance with the Company’s standard payroll practices;
(c) the Company will pay to Employee severance in the amount of $4,000,000.00 as a one-time, lump-sum payment, less all applicable and legally required withholdings and deductions, to be paid out on the first payroll date following the sixtieth (60th) calendar day after the Separation Date in accordance with the Company’s standard payroll practices;
(d) the Company will vest and settle with Employee, based on continued services through the last day of the Transition Services Period, 78,667 shares of time-based restricted stock units constituting a prorated portion of his unvested time-based restricted stock unit award agreements under ▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ 2017 Stock Incentive Plan, subject to the terms and conditions of such plan and agreements, including the timing of settlement;
(e) the Company will vest and settle with Employee, based on Employee’s continued services through the last day of the Transition Services Period, (all share amounts are based on target performance but actual share amounts will be based on actual performance at the end of each applicable performance period, as provided in the underlying award agreements):
(i) 25,546 shares of NCR Atleos performance-based restricted stock units granted on February 25, 2022, (ii) 47,345 shares of Company performance-based restricted stock units granted on February 25, 2022, (iii) 32,405 shares of NCR Atleos performance-based restricted stock units granted on December 21, 2022,
(iv) 64,812 shares of Company performance-based restricted stock units granted on December 21, 2022, (v) 78,667 shares of Company performance-based restricted stock units granted on March 15, 2024, and
(vi) 28,353 shares of Company performance-based restricted stock units granted on November 8, 2024, for a total of 277,128 shares of performance-based restricted stock units constituting a prorated portion of his unvested performance-based restricted stock units award agreements under the ▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ 2017 Stock Incentive Plan, subject to the terms and conditions of such plan and agreements, including the requirement that such shares remain subject to completion of the performance period and actual performance and the timing of settlement (actual share numbers will be adjusted upward or by downward based on the Executive for Good ReasonCompany’s actual performance at the end of each applicable performance period as provided under the terms of the applicable award agreements);
(f) Based on continued services through the last day of the Transition Services Period, Employee will be vested in addition and continue to any other pay and/or benefits which have accrued to Executive, Executive shall receive separation payments and benefits as followshold:
(1) continuation of Executive's then-effective base annual salary for the longer of: (i) the period commencing 21,712 NCR Atleos stock options granted on the effective date of the Executive's termination of employment (the "Termination Date") and ending on March 31February 8, 2004; and 2019, (ii) 43,424 Company stock options granted on February 8, 2019, (iii) 103,503 NCR Atleos stock options granted on February 12, 2020, and (iv) 207,006 Company stock options granted on February 12, 2020, for a total of 375,645 stock options under the ▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ 2017 Stock Incentive Plan, subject to the terms and conditions of such plan and agreements, including the required exercise price and timing of exercise;
(g) the Company will provide to Employee outplacement services not to exceed $50,000, which must be completed by the period commencing on one (1) year immediately following the Termination Separation Date and ending on using a reputable provider selected by Employee with the one- year anniversary Company’s approval (provided, however; Employee will not be entitled to obtain cash in lieu of the Termination Dateoutplacement services); such salary continuation to be paid on a semi-monthly basis in arrears for the appropriate period; plusand
(2h) an amount equal Provided that Employee timely elects continuation coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), and is otherwise eligible for COBRA continuation coverage under applicable law, the Company will pay Employee’s COBRA premium applicable to two times Executive's target APC Employee for the year in which Executive's employment is terminated, minus any amount of APC paid or payable to Executive for any period on or prior to March 31, 2004. The APC shall be payable to the Executive on the dates of APC payment to other executives of comparable coverage under the Company; ’s group medical plan for a period of up to eighteen (18) consecutive months immediately following the Separation Date, provided, however, that if at any time during the eighteen (18) consecutive month period Employee becomes entitled to receive health insurance from a subsequent employer, or Employee is no longer eligible to receive COBRA continuation coverage under applicable law, the Company’s obligations under this Section 4(h) shall terminate immediately. Employee acknowledges and agrees that it being understood that is ▇▇▇▇▇▇▇▇’s sole responsibility to timely elect the Executive does not need to be employed by the Company on any date of payment COBRA continuation coverage in order to receive the APC set forth in COBRA benefits of this subparagraph 8(a)(2) Section 4(h). Information about COBRA continuation coverage will be provided to Employee under separate cover at a later date or in order by Employee’s insurance provider. All other employment benefits received by Employee shall cease to receive the APC earned in the year immediately preceding the year in which Executive's employment is terminated; plus
(3) continued vesting of all equity awards through March 31, 2004 (with stock options being exercisable in accordance with the terms of stock options granted generally to executives of the Company, but the date of termination of employment being deemed March 31, 2004); plus
(4) full vesting of his deferred compensation benefit; plus
(5) continuation of the Benefits through March 31, 2004.
(b) Without regard to the end of the term under 2 above, in the event that the Executive's employment with the Company is terminated on or after April 1, 2004, by the Company without Cause, in addition to any other pay and/or benefits which have accrued to Executive, Executive shall receive separation payments and benefits as follows:
(1) continuation of Executive's then-be effective base annual salary for the period commencing on the Termination Date and ending on the one-year anniversary of the Termination Date, paid on a semi-monthly basis in arrears; plus
(2) one times Executive's target APC for the year in which Executive's employment is terminated. APC shall be payable to the Executive on the dates of APC payment to other executives of the Company; it being understood that the Executive does not need to be employed by the Company on any date of payment in order to receive the APC set forth in this subparagraph 8(b)(2) or in order to receive the APC earned in the year immediately preceding the year in which Executive's employment is terminated; plus
(3) continued vesting of all equity awards through the one-year anniversary of the Termination Date (with stock options being exercisable in accordance with the terms of stock options granted generally to executives of the Company, but the date of termination of employment being deemed the one-year anniversary of the Termination Date); plus
(4) full vesting of his deferred compensation benefit; plus
(5) continuation of the Benefits through the one-year anniversary of the Termination Separation Date.
(ci) If Executive becomes reemployed with Employee acknowledges and agrees that Employee is not eligible for any payments or benefits other than as provided in this Agreement and expressly acknowledges that he is not eligible for any additional equity interests other than the Company prior to the end of the period during which he receives salary continuation pursuant to 8(a) or 8(b) above, the payments set forth in subparagraphs 8(a) or 8(b) shall cease immediately and irrevocably and Executive shall receive only remuneration from the Company in connection with Executive's new positioninterests already owned by Employee.
Appears in 1 contract
Separation Payments. Except to the extent provided in Article 4 and Section 6.08, Executive shall be entitled to the benefits set forth below (the "Separation Benefits") upon termination of employment:
(a) In the event that the Upon any termination of employment including by reason of death or Disability, Executive's employment with the Company is terminated on or prior to March 31, 2004, by the Company without Cause or by the Executive for Good Reason, in addition to any other pay and/or benefits which have accrued to Executive, Executive shall receive separation payments and benefits as follows:
(1) continuation of Executive's then-effective base annual salary for the longer of: (i) the period commencing on the effective date of the Executive's voluntary termination of employment (with or without Good Reason) or upon involuntary termination of Executive's employment by the "Termination Date"Company, Executive shall be entitled to:
(i) Executive’s earned but unpaid Base Salary and ending on March 31, 2004; and other vested but unpaid cash entitlements (ii) the period commencing on the Termination Date and ending on the one- year anniversary of the Termination Date; such salary continuation to be paid on a semi-monthly basis in arrears including any earned but unpaid cash Annual Bonus for the appropriate period; plus
(2) an amount equal performance year prior to two times Executive's target APC for the year in which Executive terminates employment) for the period through and including the date of termination of Executive's ’s employment is terminated, minus any amount of APC paid or payable to (other than entitlements referenced in Section 3.02(b) below) (the “Accrued Compensation”); and
(ii) Executive’s other vested benefits earned by Executive for any the period on or prior to March 31through and including the date of Executive’s termination of employment, 2004. The APC which shall be payable to the Executive on the dates of APC payment to other executives of the Company; it being understood that the Executive does not need to be employed by the Company on any date of payment in order to receive the APC set forth in this subparagraph 8(a)(2) or in order to receive the APC earned in the year immediately preceding the year in which Executive's employment is terminated; plus
(3) continued vesting of all equity awards through March 31, 2004 (with stock options being exercisable paid in accordance with the terms of stock options granted generally to executives of the Companyapplicable plans, but programs or arrangements (the date of termination of employment being deemed March 31, 2004“Accrued Benefits”); plus
(4) full vesting of his deferred compensation benefit; plus
(5) continuation of the Benefits through March 31, 2004.
(b) Without regard to the end of the term under 2 aboveUpon a Qualifying Event, in the event that the Executive's employment with the Company is terminated on or after April 1, 2004, by the Company without Cause, shall pay Executive in addition to any other pay and/or benefits which have accrued to Executive, Executive shall receive separation payments and benefits as followsthe amounts set forth in Section 3.02(a) above:
(1i) continuation of Executive's then-effective base annual salary for Cash compensation through the period commencing on the Termination Date and ending on the one-year second anniversary of such Qualifying Event (the Termination Date, paid on a semi-monthly basis "Payment Period") in arrears; plus
(2) one times Executive's target APC for equal installments during the year in which Executive's employment is terminated. APC shall be payable to the Executive on the dates of APC payment to other executives of the Company; it being understood that the Executive does not need to be employed by the Company on any date of payment in order to receive the APC set forth in this subparagraph 8(b)(2) or in order to receive the APC earned in the year immediately preceding the year in which Executive's employment is terminated; plus
(3) continued vesting of all equity awards through the one-year anniversary of the Termination Date (with stock options being exercisable Payment Period in accordance with the terms applicable Company payroll, in an aggregate amount equal to two times the sum of stock options granted generally (y) the highest Base Salary in effect during the six-month period immediately prior to executives the time of such termination of employment and (z) the Executive’s target Annual Bonus opportunity for the year of termination of employment, on the condition that Executive has delivered to the Company a release substantially in the form as attached hereto as Exhibit A (with such changes as may be required under applicable law) of any employment-related claims, provided that this release must be signed within 30 days after the Executive’s separation from service and any payment that otherwise would be made within such 30-day period shall by paid at the expiration of such 30-day period with interest at the Stated Interest Rate (as defined below), subject to Executive’s execution of such release;
(ii) A “Pro-Rata Bonus Amount” for the year of Executive’s termination of employment calculated as Executive’s Annual Bonus opportunity multiplied by a fraction, the numerator of which is the number of days in the year through the date of Executive’s termination of employment and the denominator of which is 365, provided that, to the extent 162(m) is applicable to such payment, the minimum 162(m) performance criteria established under the Aetna Inc. Annual Incentive Plan (162(m)) or any such successor plan applicable to Executive with respect to such year are satisfied. In the event that Executive’s termination of employment occurs prior to the determination of performance criteria applicable to the performance period for the year of Executive’s termination of employment, the performance criteria applicable to Executive in respect of the pro-rata bonus shall be at least as favorable to Executive as the most favorable performance criteria applicable for that year to any award to a named executive officer of the Company, but within the date meaning of Section 402(a)(3) of Regulation S-K. Payment of this pro-rata bonus amount, if any, shall be made to Executive within 45 days following the completion of the performance period in which Executive’s termination of employment being deemed occurs; and
(iii) With respect to equity awards made before or after the one-year anniversary Effective Date, Executive shall be treated as eligible for “retirement” under the vesting and exercise terms of any such equity award. To the extent that Executive is a “Specified Employee” within the meaning of Section 409A of the Termination Date); plus
(4) full vesting Code at the time of his deferred compensation benefit; plus
(5) continuation of the Benefits through the one-year anniversary of the Termination Date.
(c) If Executive becomes reemployed with the Company prior her separation from service, to the end of extent required by Section 409A and the period during which he receives salary continuation pursuant to 8(a) or 8(b) aboveregulations issued thereunder, the payments set forth to which Executive would otherwise be entitled during the first six months following her separation of service shall be deferred and accumulated for a period of six months and paid in subparagraphs 8(aa lump sum on the first day of the seventh month with the seventh month’s payment, with interest on such deferred compensation at the rate paid pursuant to the stable value fund of the Company’s 401(k) or 8(b) shall cease immediately and irrevocably and Executive shall receive only remuneration from plan or, if such fund no longer exists, the Company in connection fund with Executive's new positionthe investment criteria most clearly comparable to that of such fund (the “Stated Interest Rate”).
Appears in 1 contract
Separation Payments. (a) In the event that the Executive's employment with the Company is terminated on or prior to March 31, 2004, by the Company without Cause or by the Executive exchange for Good Reason, in addition to any other pay and/or benefits which have accrued to Executive, Executive shall receive separation payments and benefits as follows:
(1) continuation of Executive's then-effective base annual salary for the longer of: (i) the period commencing on the effective date of the Executive's termination of employment (the "Termination Date") and ending on March 31, 2004; and (ii) the period commencing on the Termination Date and ending on the one- year anniversary of the Termination Date; such salary continuation to be paid on a semi-monthly basis in arrears for the appropriate period; plus
(2) an amount equal to two times Executive's target APC for the year in which Executive's employment is terminated, minus any amount of APC paid or payable to Executive for any period on or prior to March 31, 2004. The APC shall be payable to the Executive on the dates of APC payment to other executives of the Company; it being understood that the Executive does not need to be employed by the Company on any date of payment in order to receive the APC set forth in this subparagraph 8(a)(2) or in order to receive the APC earned in the year immediately preceding the year in which Executive's employment is terminated; plus
(3) continued vesting of all equity awards through March 31, 2004 (with stock options being exercisable Employee’s performance in accordance with the terms of stock options granted generally this Release, the Company agrees to executives of provide the Companyfollowing (collectively the “Separation Payments”):
(a) Employee may keep the MacBook Pro Laptop provided to him for use during his employment, but as well as the golf clubs provided to Employee through the Officer Club Program. All Company information shall be wiped from the laptop prior to release to Employee. In addition, the Company cell phone number used by Employee while employed at the Company will be transferred to Employee following his final date of termination employment. If a cell phone (Company or personal) utilized by Employee has any Company information on it, all Company information shall be wiped from the phone on the final date of employment being deemed March 31, 2004); plus
(4) full vesting of his deferred compensation benefit; plus
(5) continuation of employment. These items are referred to herein collectively as the Benefits through March 31, 2004“Release Payment”.
(b) Without regard Annual incentive payment for calendar year 2019, pro-rated for the period January 1, 2019 through August 30, 2019, at the incentive target percentage rate of 55% of Employee’s 2019 annual base salary, should an annual incentive payment be made to the end all other then-current officers of the term under 2 aboveCompany. Actual incentive payout will be calculated and adjusted based upon final calendar year corporate financial results relative to pre-determined performance metrics and associated payout modifiers at each level of performance, and may result in the final amount being lower or higher than the stated target amount. Payment, if any, shall be made when all other incentive payments are made, generally, in the event that the Executive's employment with the Company is terminated on or after April 1, 2004, by the Company without Cause, in addition to any other pay and/or benefits which have accrued to Executive, Executive shall receive separation payments and benefits as follows:
first quarter of 2020 (1) continuation of Executive's then-effective base annual salary for the period commencing on the Termination Date and ending on the one-year anniversary of the Termination Date, paid on a semi-monthly basis in arrears; plus
(2) one times Executive's target APC for the year in which Executive's employment is terminated. APC shall be payable to the Executive on the dates of APC payment to other executives of the Company; it being understood that the Executive does not need to be employed by the Company on any date of payment in order to receive the APC set forth in this subparagraph 8(b)(2) or in order to receive the APC earned in the year immediately preceding the year in which Executive's employment is terminated; plus
(3) continued vesting of all equity awards through the one-year anniversary of the Termination Date (with stock options being exercisable in accordance with the terms of stock options granted generally to executives of the Company, but the date of termination of employment being deemed the one-year anniversary of the Termination Date“Annual Incentive Payment”); plus
(4) full vesting of his deferred compensation benefit; plus
(5) continuation of the Benefits through the one-year anniversary of the Termination Date.
(c) If Executive becomes reemployed with Vesting of PSU’s granted to Employee on February 6, 2017 (Grant No. 02061703), which are scheduled to vest on February 6, 2020 (“Vested PSU’s”). The payment of any performance-based long-term incentive compensation awards shall be paid after the Company prior to the end completion of the relevant performance period during which he receives salary continuation pursuant and the evaluation of whether, and the degree to 8(a) or 8(b) abovewhich, the payments set forth performance criteria have been met. Except as otherwise expressly provided in subparagraphs 8(a) or 8(b) Sections 4 and 5, the parties agree that each of their mutual promises and obligations under this Release shall cease immediately suffice as full and irrevocably and Executive shall receive only remuneration from the Company in connection with Executive's new positionadequate consideration for their obligations under this Release.
Appears in 1 contract
Sources: Release of Claims (Callaway Golf Co)
Separation Payments. In consideration of the promises and covenants made by Employee in this Agreement, including the general waiver and 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 conditioned on Employee’s timely execution and non-revocation of this Agreement, the Company will make the following “Separation Payments” pursuant to the Severance Plan and the outstanding award agreements governing Employee’s outstanding equity awards consistent with a termination without cause pursuant to such plans and agreements:
(a) In the event that the Executive's employment with the Company is terminated will pay to Employee the prorated portion of Employee’s annual short term cash incentive bonus payable pursuant to the STIP that will be determined to be payable for calendar year 2025 based on or prior to March 31, 2004, by the Company without Cause or by the Executive for Good Reason, in addition to any other pay and/or benefits which have accrued to Executive, Executive shall receive separation payments actual performance attainment and benefits as follows:
(1) continuation of Executive's then-effective base annual salary for the longer of: (i) the period commencing prorated based on the effective date Employee’s days of service during calendar year 2025 through the Executive's termination of employment (the "Termination Date") Separation Date as a one-time, lump-sum payment, less all applicable and ending on March 31legally required withholdings and deductions, 2004; and (ii) the period commencing on the Termination Date and ending on the one- year anniversary of the Termination Date; such salary continuation to be paid on a semi-monthly basis in arrears for the appropriate period; plus
(2) an amount equal out when bonuses are paid to two times Executive's target APC for the year in which Executive's employment is terminatedsimilarly situated executives but no later than March 15, minus any amount of APC paid or payable to Executive for any period on or prior to March 31, 2004. The APC shall be payable to the Executive on the dates of APC payment to other executives of the Company; it being understood that the Executive does not need to be employed by the Company on any date of payment in order to receive the APC set forth in this subparagraph 8(a)(2) or in order to receive the APC earned in the year immediately preceding the year in which Executive's employment is terminated; plus
(3) continued vesting of all equity awards through March 31, 2004 (with stock options being exercisable in accordance with the terms of stock options granted generally to executives of the Company, but the date of termination of employment being deemed March 31, 2004); plus
(4) full vesting of his deferred compensation benefit; plus
(5) continuation of the Benefits through March 31, 2004.2026;
(b) Without regard the Company will pay to the end of the term under 2 above, Employee severance in the event that amount of $4,360,200 as a one-time, lump-sum payment, less all applicable and legally required withholdings and deductions, to be paid within sixty (60) days following the Executive's employment with Separation Date;
(c) the Company is terminated on or after April 1, 2004, by the Company without Cause, in addition to any other pay and/or benefits which have accrued to Executive, Executive shall receive separation payments will vest and benefits as followssettle with Employee:
(1i) continuation 1,069 shares of Executive's thentime-effective base annual salary based restricted stock units under the Mativ Holdings, Inc. 2015 Long-term Incentive Plan (“2015 LTIP”) granted on February 16, 2023, and
(ii) 22,776 shares of time-based restricted stock units under the Mativ Holdings, Inc. 2024 Equity and Incentive Plan (“2024 LTIP”) granted on February 13, 2024, for a total of 23,845 shares of time-based restricted stock units constituting a prorated portion of her unvested time-based restricted stock unit award agreements under the period commencing 2015 LTIP and 2024 LTIP, subject to the terms and conditions of such plan and agreements;
(d) the Company will vest and settle with Employee:
(i) 26,102 shares of performance-based restricted stock units under the 2015 LTIP granted on February 16, 2023, and
(ii) 53,805 shares of performance-based restricted stock units under the Termination Date 2024 LTIP granted on February 13, 2024, for a total of 79,907 shares of performance-based restricted stock units constituting a prorated portion of her unvested performance-based restricted stock units award agreements under the 2015 LTIP and ending 2024 LTIP and based on average completed performance;
(e) the Company will pay to Employee a one-year anniversary time, lump-sum payment of $25,000, less all applicable and legally required withholdings and deductions, for professional outplacement services, to be paid within sixty (60) days following the Separation Date; and
(f) the Company will pay to Employee a lump-sum payment equal to the monthly premiums that Employee would be required to pay if she elected continuation coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”) under the medical and dental plans of the Termination Company in which the Employee was participating immediately before the Separation Date based upon the premium rates in effect as of the Separation Date, paid on a semimultiplied by twenty-monthly basis in arrears; plus
four (2) one times Executive's target APC for the year in which Executive's employment is terminated. APC shall be payable to the Executive on the dates of APC payment to other executives of the Company; it being understood that the Executive does not need 24), to be employed by paid within sixty (60) days following the Company on any date of payment in order to receive the APC set forth in this subparagraph 8(b)(2) or in order to receive the APC earned in the year immediately preceding the year in which Executive's employment is terminated; plus
(3) continued vesting of all equity awards through the one-year anniversary of the Termination Date (with stock options being exercisable in accordance with the terms of stock options granted generally to executives of the Company, but the date of termination of employment being deemed the one-year anniversary of the Termination Date); plus
(4) full vesting of his deferred compensation benefit; plus
(5) continuation of the Benefits through the one-year anniversary of the Termination Separation Date.
(cg) If Executive becomes reemployed with In addition, upon presentation of appropriate documentation, the Company prior shall pay Employee’s reasonable counsel fees, not to the end of the period during which he receives salary continuation pursuant to 8(a) or 8(b) aboveexceed $10,000, the payments set forth in subparagraphs 8(a) or 8(b) shall cease immediately and irrevocably and Executive shall receive only remuneration from the Company incurred in connection with Executive's new positionthe negotiation and documentation of this Agreement, and matters related hereto, payable within sixty (60) days following the Separation Date; provided, however, that in the event the Company requests that Employee submit invoices associated with such legal representation to substantiate the reimbursement of reasonable attorneys’ fees and costs, Employee shall be permitted to redact such legal invoices to protect and preserve attorney-client privilege.
(h) Employee acknowledges and agrees that Employee is not eligible for any payments or benefits other than as provided in this Agreement and expressly acknowledges that she is not eligible for any additional equity interests other than the interests already owned by Employee or otherwise specified herein.
Appears in 1 contract
Separation Payments. In consideration of your release and waiver of claims set forth in paragraph 2 below, and subject to your execution and non-revocation of this Agreement during the Revocation Period (aas defined in Section 16 of this Agreement) In the event that the Executive's employment and your continued compliance with all agreements you have with the Company is terminated on or prior to March 31Group (including the Restrictive Covenants affirmed in paragraph 8), 2004, by the Company without Cause will provide you with the following severance benefits pursuant to Section 7(c) and (e) of the Employment Agreement between you and the Company dated as of December 21, 2012, (as amended, modified or by supplemented from time to time, the Executive for Good Reason"Employment Agreement") (collectively, in addition to any other pay and/or benefits which have accrued to Executive, Executive shall receive separation payments and benefits as followsthe "Consideration") of:
(1) continuation of Executive's then-effective base annual salary for the longer of: (i) the period commencing on the effective date a pro rata portion of the Executive's termination of employment your annual bonus (the "Termination DatePro-Rated Bonus") and ending on March 31), 2004; and (ii) the period commencing calculated based on the Termination Date number of days you were employed during the 2020 calendar year relative to the full 2020 calendar year, payable based on and ending on subject to the one- year anniversary {02974654} DocuSign Envelope ID: E8B8C726-B47A-407D-B587-84009198293C Company's actual achievement of the Termination Date; performance targets for 2020 as determined under and at the time that such salary annual bonuses would normally be paid;
i. continuation to be paid on a semi-monthly basis of your Base Salary in arrears for the appropriate period; plus
(2) an amount substantially equal to two times Executive's target APC for the year in which Executive's employment is terminated, minus any amount of APC paid or payable to Executive for any period on or prior to March 31, 2004. The APC shall be payable to the Executive on the dates of APC payment to other executives of the Company; it being understood that the Executive does not need to be employed by the Company on any date of payment in order to receive the APC set forth in this subparagraph 8(a)(2) or in order to receive the APC earned in the year immediately preceding the year in which Executive's employment is terminated; plus
(3) continued vesting of all equity awards through March 31, 2004 (with stock options being exercisable installments and in accordance with the terms of stock options granted generally to executives of the Company, but the date of termination of employment being deemed March 31, 2004); plus
normal payroll practices for two (42) full vesting of his deferred compensation benefit; plus
(5) continuation of the Benefits through March 31, 2004.
(b) Without regard to the end of the term under 2 above, in the event that the Executive's employment with the Company is terminated on or after April 1, 2004, by the Company without Cause, in addition to any other pay and/or benefits which have accrued to Executive, Executive shall receive separation payments and benefits as follows:
(1) continuation of Executive's then-effective base annual salary for the period commencing on the Termination Date and ending on the one-year anniversary of years following the Termination Date, paid on a semi-monthly basis in arrears; plus
(2) one times Executive's target APC for the year in which Executive's employment is terminated. APC shall be payable to the Executive on the dates of APC payment to other executives of the Company; it being understood that the Executive does not need to be employed by the Company on any date of payment in order to receive the APC set forth in this subparagraph 8(b)(2) or in order to receive the APC earned in the year immediately preceding the year in which Executive's employment is terminated; plus
(3) continued vesting of all equity awards through the one-year anniversary of the Termination Date (with stock options being exercisable paid in accordance with the terms of stock options granted generally to executives normal payroll practices of the CompanyCompany (and you expressly and specifically acknowledge that you are not entitled to the payments described in Section 7(c)(iii)(C)(II) of the Employment Agreement, but as no "Change in Control" as defined in the Employment Agreement has occurred during the applicable time period contemplated therein);
ii. continued provision of employee benefits that are medical, dental and vision benefits which are required to be made available by the Company pursuant to the Consolidated Omnibus Budget Reconciliation Act ("COBRA"); provided that all applicable COBRA coverage rules must be followed by you in order to continue such coverage(s) (including your timely payment of the entire applicable COBRA premium to the plan administrator), or the coverage(s) will be terminated;
iii. reimbursement for a portion of your applicable COBRA premium costs during that period ending on the earlier of (A) the date of termination of employment being deemed the oneyou are eligible (even if you do not enroll) for coverage under another employer-year anniversary of the Termination Date); plus
(4) full vesting of his deferred compensation benefit; plus
(5) continuation of the Benefits through the one-year anniversary of the Termination Date.
(c) If Executive becomes reemployed with the Company prior to the end of the period during which he receives salary continuation pursuant to 8(a) or 8(b) above, the payments set forth in subparagraphs 8(a) or 8(b) shall cease immediately and irrevocably and Executive shall receive only remuneration from the Company sponsored group health plan in connection with Executive's new position.other employment obtained after your termination hereunder; or
Appears in 1 contract
Sources: Separation and Release Agreement (ITC Holdings Corp.)