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) The Company will pay you, promptly after the date the release in Paragraph 4 below becomes effective (the "Release Effective Date"), which based on the terms of this Letter Agreement will be prior to March 15, 2020, a cash lump payment equal to the sum of one times (i) your current annual base salary ($450,000) and (ii) a bonus (the “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 the denominator of which is 365. The Bonus shall be in lieu of the Termination Bonus due under the Severance Agreement. (b) The Company will pay you, promptly after the Release Effective Date, a cash lump sum of $20,970.96, which is equal to the sum of 12 months of company contributions for group life, long-term disability and health insurance benefits. (c) Pursuant to and in accordance with the terms of the Notice of Key Employee Incentive Plan Cash Award (the “▇▇▇▇ Award”) dated August 24, 2018, following ratification of the 2019 revenue performance target achievements, if and to the extent achieved, the Company will promptly pay you a pro-rated portion of the final installment of your ▇▇▇▇ Award based on time served, as calculated in the notice and at the times set forth in the notice. (d) Pursuant to and in accordance with the terms of each of the Notice of Long Term Incentive Cash Award dated January 1, 2017 and the Notice of Long Term Incentive Cash Award dated June 2, 2016 (your “LTI Awards”), following certification of the achievement of the applicable targets, if and to the extent achieved, the Company will pay you a pro-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, the second and final tranche of the retention bonus ($71,250) to the extent such amount remains unpaid as of the Termination Date. (f) 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 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 month of the Termination Date. You may elect to continue 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 a portion of the Retention Award will accelerate and pay out on the Release Effective Date. March 26, 2019 (j) The Company will pay for the United States and Luxembourg tax preparation services for the 2018 tax year, using the Company’s preferred tax preparation service provider.
Appears in 1 contract
Separation Payments. In connection with the termination of your employment with the Company, and in consideration of for your obligations and agreements set forth in under this Letter Agreement, you will be entitled including but not limited to the following payments Release and benefits (in each caseWaiver of Claims attached as Appendix A to this Letter Agreement, less applicable tax withholdings):
(a) The Company will pay you, promptly after and subject to the date the release in Paragraph 4 below becomes effective (the "Release Effective Date"), which based on the terms other provisions of this Letter Agreement will be prior to March 15Agreement, 2020, a cash lump payment equal to the sum of one times (i) your current annual base salary ($450,000) and (ii) a bonus (the “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 the denominator of which is 365. The Bonus shall be in lieu of the Termination Bonus due under the Severance Agreement.
(b) The Company will pay you, promptly after the Release Effective Date, a cash lump sum of $20,970.96, which is equal to the sum of 12 months of company contributions for group life, long-term disability and health insurance benefits.
(c) Pursuant to and in accordance with the terms (a) Section 1(a) of the Notice Post Employment Competition Agreement, you shall receive payments of Key Employee $141,666.66 per month, for a period of twenty-four (24) months, and (b) Section 1(b) of the Post Employment Competition Agreement, you shall receive payments totaling two times your “Bonus” (i.e., the amount payable to you under the Management Incentive Plan Cash Award (the “as defined in Paragraph 3 below) in respect of ▇▇▇▇ Award”) dated August 24, 2018, following ratification of the 2019 revenue performance target achievements, if and to the extent achieved, the Company will promptly pay you a pro-rated portion of the final installment of your ▇▇▇▇ Award ▇’s fiscal year ending September 27, 2019, it being understood and agreed by the parties hereto that the percentage of such Bonus related to your achievement of your Individual Performance Objectives in respect of such fiscal year shall be determined to be achieved based on time served, the same percentage as calculated in the notice and at the times set forth in the notice.
(d) Pursuant to and in accordance with the terms of each of the Notice of Long Term Incentive Cash Award dated January 1, 2017 and the Notice of Long Term Incentive Cash Award dated June 2, 2016 (your “LTI Awards”), following certification of the Aramark’s actual achievement of the applicable targetsFinancial Objective metrics for fiscal year 2019 (the payments described in clauses (a) and (b) hereof, if and to the extent achievedcollectively, the Company will pay “Separation Payments”). Separation Payments shall be paid monthly, less all applicable withholding taxes and payroll deductions, and shall commence within sixty (60) days following the Retirement Date. The period during which you a pro-rated portion are eligible to receive your Separation Payments (the “Separation Pay Period”) shall commence with the Retirement Date, assuming that you timely execute and do not revoke this Letter Agreement and the Release and Waiver of the unvested installments under the LTI Awards based on time served, Claims attached as calculated in each notice and at the times set forth in each notice.
(e) Pursuant Appendix A to and this Letter Agreement in accordance with each of the terms hereof and thereof. These payments shall constitute full satisfaction of any obligations owed to you by Aramark under Sections 1(a) and 1(b) of the retention bonus letter agreement dated February 9, 2017, the Company shall pay you, promptly after the Termination Date, the second and final tranche of the retention bonus ($71,250) to the extent such amount remains unpaid as of the Termination DatePost Employment Competition Agreement.
(f) 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 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 month of the Termination Date. You may elect to continue 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 a portion of the Retention Award will accelerate and pay out on the Release Effective Date. March 26, 2019
(j) The Company will pay for the United States and Luxembourg tax preparation services for the 2018 tax year, using the Company’s preferred tax preparation service provider.
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) The Company will pay you, promptly after the date the release in Paragraph 4 below becomes effective (the "Release Effective Date"), which based on the terms of this Letter Agreement will be prior to March 15, 2020, a cash lump payment equal to the sum of one times Provided (i) your current annual base salary ($450,000) Employee executes this Agreement within the 21-day consideration period and does not exercise his right of revocation, as contemplated by Paragraph 6, below, and (ii) a bonus Employee executes the Affirmation set forth as Exhibit A hereto (the “BonusAffirmation”) on or after (but not before) the Separation Date (and within the 21-day consideration period) and does not exercise his right of revocation, as contemplated by Paragraph 6, below, the Company shall make the following payments to Employee or on Employee’s behalf (the “Separation Payments”): i. The Company shall pay to Employee a gross amount equal to $450,000 multiplied by a fraction 475,020.00 less all applicable taxes and other withholdings, and payable within fourteen (but in no event greater than 114) the numerator of which is the number of calendar days in 2019 prior to and including the Termination Date and the denominator of which is 365. The Bonus shall be in lieu of the Termination Bonus due Effective Date of this Agreement pursuant to Paragraph 22 below; ii. As long as Employee properly and timely elects to continue health benefits coverage under the Severance Agreement.
(b) The Company will pay you, promptly after the Release Effective Date, a cash lump sum of $20,970.96, which is equal to the sum of 12 months of company contributions for Company’s group life, long-term disability and health insurance benefits.
(cplan(s) Pursuant to and in accordance with the terms continuation requirements of the Notice of Key Employee Incentive Plan Cash Award (the “▇▇▇▇ Award”) dated August 24, 2018, following ratification of the 2019 revenue performance target achievements, if and to the extent achieved, the Company will promptly pay you a pro-rated portion of the final installment of your ▇▇▇▇ Award based on time served, as calculated in the notice and at the times set forth in the notice.
(d) Pursuant to and in accordance with the terms of each of the Notice of Long Term Incentive Cash Award dated January 1, 2017 and the Notice of Long Term Incentive Cash Award dated June 2, 2016 (your “LTI Awards”), following certification of the achievement of the applicable targets, if and to the extent achieved, the Company will pay you a pro-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, 2017COBRA, the Company shall pay you, promptly after the Termination Date, the second and final tranche of the retention bonus for such coverage ($71,250including coverage for Employee’s eligible dependents) directly to the extent such amount remains unpaid as insurer (or its agent) of Company’s choice beginning the Termination Date.
(f) 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 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 first day of the month following the Separation Date and for twelve months thereafter (“COBRA Term”). In the event Employee obtains alternative health coverage during the COBRA Term, the COBRA payments referred to herein shall cease. It is Employee’s obligation to notify Employer immediately of such coverage. In no event shall Employee receive cash or payment for any COBRA payments; and iii. The Company shall accelerate the Termination vesting of Employee’s unvested and outstanding restricted stock units that would have become vested on January 6, 2024 if Employee’s employment had continued through such date, pro- rated for the length of time served from the grant date of January 6, 2023 through the Separation Date. You may elect All other restricted stock units that are unvested and outstanding shall be forfeited upon the Separation Date in accordance with applicable award agreements, and Employee shall have no further right to continue your health benefits beyond this date through COBRA by paying the required contributionor interest in any such awards or equity grants. Pay Flex (888-678-7835) will notify you The treatment of your rights and elections.
(i) If earned under the terms of the RSU Agreementall other outstanding equity awards, all or a portion of the Retention Award will accelerate and pay out on the Release Effective Date. March 26including performance share units, 2019
(j) The Company will pay for the United States and Luxembourg tax preparation services for the 2018 tax year, using the Company’s preferred tax preparation service provider.previously
Appears in 1 contract
Separation Payments. In connection Provided that Employee complies with this Agreement and the termination “ADEA Release” (as defined below) becomes effective pursuant to its terms, (a) Employee shall remain eligible to earn Employee’s annual bonus for the 2025 calendar year, such amount, if any, to be determined and paid in accordance with Section 3(b) of your employment with the Employment Agreement at the same time such annual bonuses are paid to other employees of the Company, less all applicable withholdings and in consideration of your obligations and agreements set forth in this Letter Agreement, you will be entitled to the following payments and benefits authorized or required deductions; (in each case, less applicable tax withholdings):
(ab) The Company will pay you, promptly after the date the release in Paragraph 4 below becomes effective (the "Release Effective Date"), which based on the terms of this Letter Agreement will be prior to March 15, 2020, a Employee shall receive cash lump payment amount equal to one and half times (1.5x) the sum of one times (ix) your current Employee’s annual base salary ($450,000) in effect as of immediately prior to the Employment Separation Date and (iiy) a Employee’s target annual bonus (for the “Bonus”) 2025 calendar year, less all applicable withholdings and authorized or required deductions, payable in substantially 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 the denominator of which is 365. The Bonus shall be in lieu of the Termination Bonus due under the Severance Agreement.
(b) The Company will pay you, promptly after the Release Effective Date, a cash lump sum of $20,970.96, which is equal to the sum of 12 months of company contributions for group life, long-term disability and health insurance benefits.
(c) Pursuant to and installments in accordance with the terms Company’s general payroll practices (as in effect from time to time) during the eighteen (18)-month period following the Employment Separation Date; (c) an amount equal to the after-tax cost of the Notice of Key premiums for continued health and dental insurance for Employee Incentive Plan Cash Award and/or Employee’s dependents in accordance with COBRA, such premiums to be referred to herein as COBRA Premium Payments, for the period commencing on the date that continuation coverage under COBRA begins (the “▇▇▇▇ AwardCOBRA Commencement Date”) dated August 24, 2018, following ratification and ending on the eighteen (18)-month anniversary of the 2019 revenue performance target achievements, if COBRA Commencement Date (payable in monthly installments during and to the extent achieved, the Company will promptly pay you a pro-rated portion of the final installment of your ▇▇▇▇ Award based on time served, as calculated in the notice and at the times set forth in the notice.
concurrently with such period); (d) Pursuant to payment of $1,785,000, less all applicable withholdings and authorized or required deductions, in accordance with the terms of each respect of the Notice of Long Term Incentive Cash Award cash retention bonus pursuant to that certain Retention Bonus Agreement by and between Employee and the Company, dated January 114, 2017 2025 and (e) a prorated portion of outstanding PSUs determined based on the Notice actual number of Long Term Incentive Cash Award dated June 2, 2016 (your “LTI Awards”), following certification days elapsed during the applicable performance period on or before the Employment Separation Date shall remain outstanding and eligible to vest at the end of the applicable performance period based on actual achievement of the applicable targetsperformance conditions (the “Prorated PSUs”); provided, if and that any payments pursuant to this Section 2 that would otherwise have been paid prior to the extent achieved, the Company will pay you ADEA Release Effective Date (as defined below) shall be accumulated and paid in a pro-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, the second and final tranche of the retention bonus ($71,250) to the extent such amount remains unpaid as of the Termination Date.
(f) 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 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 month of the Termination Date. You may elect to continue 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 a portion of the Retention Award will accelerate and pay out on the first payroll date following the ADEA Release Effective Date. March 26, 2019
(jThe payments and benefits under this Section 2 are not earnings or wages under any Company 401(k) The Company will pay for the United States and Luxembourg tax preparation services for the 2018 tax year, using the Company’s preferred tax preparation service providerplan.
Appears in 1 contract
Sources: Separation and Release Agreement (Acadia Healthcare Company, Inc.)
Separation Payments. In connection consideration for your signing this Agreement, subject to the conditions set forth below, you will receive:
A. Salary continuation at the rate of $950,000 per annum for a period beginning with the termination 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 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 exceeds the Company’s annual financial budget as approved by the Company’s Board of Directors for such year, you shall be entitled to 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 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 2004, and the compensation provided for in 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 the date hereof the vesting of the remaining 25,000 options granted to you on May 22, 2002 (Grant Number 006090) under the ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Corporation 2001 Stock Incentive Plan, (the “Plan”) which presently are unvested. For the purpose of exercising these and all other vested options, you shall be deemed to have retired in accordance with the terms and conditions of the Plan. All vested options under the Plan shall remain exercisable for the time period specified in Section 5(h) of such Plan, as in effect on the date hereof. You agree that the items provided for in this Section shall be subject to all applicable deductions and withholdings required by federal, 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 (7) day period referred to in Section 15 below. You represent that during the term of your employment with the Company, and in consideration of Company you did not breach your obligations and agreements set forth in this Letter Agreement, you will be entitled fiduciary duty to the following payments and benefits (in each case, less applicable tax withholdings):
(aCompany. You agree that the automobile benefit you have been receiving pursuant to Section 3(d) The Company will pay you, promptly after the date the release in Paragraph 4 below becomes effective (the "Release Effective Date"), which based on the terms of this Letter Agreement will be prior to March 15, 2020, a cash lump payment equal to the sum of one times (i) your current annual base salary ($450,000) and (ii) a bonus (the “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 the denominator of which is 365. The Bonus shall be in lieu of the Termination Bonus due under the Severance Agreement.
(b) The Company will pay you, promptly after the Release Effective Date, a cash lump sum of $20,970.96, which is equal to the sum of 12 months of company contributions for group life, long-term disability and health insurance benefits.
(c) Pursuant to and in accordance with the terms of the Notice of Key Employee Incentive Plan Cash Award (the “▇▇▇▇ Award”) dated August 24, 2018, following ratification of the 2019 revenue performance target achievements, if and to the extent achieved, the Company will promptly pay you a pro-rated portion of the final installment of your ▇▇▇▇ Award based on time served, as calculated in the notice and at the times set forth in the notice.
(d) Pursuant to and in accordance with the terms of each of the Notice of Long Term Incentive Cash Award dated January 1, 2017 and the Notice of Long Term Incentive Cash Award dated June 2, 2016 (your “LTI Awards”), following certification of the achievement of the applicable targets, if and to the extent achieved, the Company will pay you a pro-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 Employment Agreement shall pay you, promptly after the Termination Date, the second and final tranche of the retention bonus ($71,250) to the extent such amount remains unpaid cease as of the Termination Date.
(f) The Company will pay youRetirement Date and, promptly after the Termination Dateif you elect COBRA coverage, 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 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 month of the Termination Date. You may elect to continue 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 a portion of the Retention Award will accelerate and pay out on the Release Effective Date. March 26, 2019
(j) The Company will pay shall be solely responsible for the United States and Luxembourg tax preparation services for the 2018 tax year, using the Company’s preferred tax preparation service providerpayments relating thereto.
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 the covenants set forth in this Letter Agreementherein and the Effective Date and the Re-Execution Effective Date, the Company will provide you will be entitled to with the following payments and benefits (in each casecollectively, less applicable tax withholdingsthe “Separation Payments”):
(a) The Company will pay you, promptly after the date the release in Paragraph 4 below becomes effective (the "Release Effective Date"), which based on the terms an aggregate amount of this Letter Agreement will be prior to March 15, 2020, a cash lump payment equal to the sum of one times (i) your current annual base salary ($450,000) and (ii) a bonus 1,577,000 (the “BonusSeverance”), 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) equal to $450,000 multiplied by a fraction calendar day following the Separation Date (but in no event greater than 1) provided that the numerator of which is the number of calendar days in 2019 prior to and including the Termination Re-Execution Effective Date occurs), and the denominator remaining $788,500 paid in installments of which is 365. The Bonus shall be in lieu $197,125 on each of the Termination Bonus due under three, four, five and six month anniversaries of the Severance Agreement.Separation Date;
(b) The Company will pay you, promptly after the Release Effective Date, a cash lump sum of $20,970.96, which is equal to the sum of 12 months of company contributions for group life, long-term disability and health insurance benefits.
(c) Pursuant to and in accordance with the terms of the Notice of Key Employee Incentive Plan Cash Award (the “▇▇▇▇ Award”) dated August 24, 2018, following ratification of the 2019 revenue performance target achievements, if and to the extent achievedyou timely elect COBRA continuation coverage under the Company’s group insurance plans, the Company will promptly pay reimburse you a profor the amount of COBRA continuation premiums (less required co-rated portion pay) until the earlier of the final installment of your ▇▇▇▇ Award based on time served, as calculated in the notice and at the times set forth in the notice.
(d) Pursuant to and in accordance with the terms of each of the Notice of Long Term Incentive Cash Award dated January 1, 2017 and the Notice of Long Term Incentive Cash Award dated June 2, 2016 (your “LTI Awards”), following certification of the achievement of the applicable targets, if and to the extent achieved, the Company will pay you a pro-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, the second and final tranche of the retention bonus ($71,250) to the extent such amount remains unpaid as of the Termination Date.
(f) The Company will pay you, promptly after the Termination Date, a cash lump sum equal to (i) your base salary accrued through 12 months following the Termination Separation Date and (ii) any earned but unused vacation pay, in each case such time as you are no longer eligible for COBRA continuation coverage (with you being required to notify the extent not previously paid.Company within one week after becoming eligible for group medical coverage from another employer);
(gc) The the Company will pay you, promptly after submission of appropriate expense documentation, reimbursement reimburse you 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 month of the Termination Date. You may elect to continue 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 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 terms 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 Company’s Management Incentive Plan) occurs on or prior to October 27, 2018, the 44,000 shares of the Company’s Common Stock covered by the 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, all or a portion which would provide for immediate forfeiture of the Retention Award will accelerate and pay out on unvested restricted stock units upon the Release Effective Separation Date. March 26For clarity, 2019
(j) The Company you will pay for not be eligible to vest in the United States 22,000 shares covered by the RSU Agreement that were scheduled to vest on May 4, 2018, and Luxembourg tax preparation services for the 2018 tax year44,000 shares covered by the RSU Agreement that were scheduled to vest in installments on May 4 of 2019 and 2020 will only become vested in the event that a Change of Control occurs on or prior to October 27, using the Company’s preferred tax preparation service provider2018.
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) The Company will pay you, promptly after the date the release in Paragraph 4 below becomes effective (the "Release Effective Date"), which based on the terms of this Letter Agreement will be prior to March 15, 2020, a cash lump payment equal to the sum of one times (i) your current annual base salary ($450,000) and (ii) a bonus (the “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 the denominator of which is 365. The Bonus shall be in lieu of the Termination Bonus due under the Severance Agreement.
(b) The Company will pay you, promptly after the Release Effective Date, a cash lump sum of $20,970.96, which is equal to the sum of 12 months of company contributions exchange for group life, long-term disability and health insurance benefits.
(c) Pursuant to and Employee’s performance in accordance with the terms of the Notice of Key Employee Incentive Plan Cash Award (the “▇▇▇▇ Award”) dated August 24, 2018, following ratification of the 2019 revenue performance target achievements, if and to the extent achievedthis Release, the Company agrees to provide the following (collectively the “Separation Payments”):
(a) Employee may keep the MacBook Pro Laptop provided to him for use during his employment, 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 promptly pay you be transferred to Employee following his final date of 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. These items are referred to herein collectively as the “Release Payment”.
(b) Annual incentive payment for calendar year 2019, pro-rated portion 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 all other then-current officers of the Company. Actual incentive payout will be calculated and adjusted based upon final installment calendar year corporate financial results relative to pre-determined performance metrics and associated payout modifiers at each level of your ▇▇▇▇ Award based on time servedperformance, as calculated and may result in the notice and at final amount being lower or higher than the times set forth stated target amount. Payment, if any, shall be made when all other incentive payments are made, generally, in the noticefirst quarter of 2020 (“Annual Incentive Payment”).
(dc) Pursuant 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 completion of the relevant performance period and the evaluation of whether, and the degree to which, the performance criteria have been met. Except as otherwise expressly provided in accordance with Sections 4 and 5, the terms of parties agree that each of the Notice of Long Term Incentive Cash Award dated January 1, 2017 their mutual promises and the Notice of Long Term Incentive Cash Award dated June 2, 2016 (your “LTI Awards”), following certification of the achievement of the applicable targets, if obligations under this Release shall suffice as full and to the extent achieved, the Company will pay you a pro-rated portion of the unvested installments adequate consideration for their obligations under the LTI Awards based on time served, as calculated in each notice and at the times set forth in each noticethis Release.
(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, the second and final tranche of the retention bonus ($71,250) to the extent such amount remains unpaid as of the Termination Date.
(f) 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 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 month of the Termination Date. You may elect to continue 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 a portion of the Retention Award will accelerate and pay out on the Release Effective Date. March 26, 2019
(j) The Company will pay for the United States and Luxembourg tax preparation services for the 2018 tax year, using the Company’s preferred tax preparation service provider.
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Sources: Release of Claims (Callaway Golf Co)
Separation Payments. Provided that Executive’s employment has not been terminated for cause prior to the Separation Date, the Company shall pay to Executive the following, less applicable taxes and withholdings:
A. On the Separation Date, all unpaid base salary, together with any accrued but unused vacation pay, for the period from the last regular pay date through the Separation Date. In connection with addition, in the termination event that the Company’s Compensation Committee determines that annual bonuses are earned under your annual bonus plan for 2020, the Company shall pay to Executive a prorated bonus payout based on the proportion of your employment the year (10.5/12, or 87.5%) in which Executive was employed by the Company. In addition, the Company shall refund to Executive all contributions made by Executive to the Company’s Employee Stock Purchase Plan for the current purchase interval. Executive acknowledges and agrees that upon receipt of the foregoing payments, the Company has paid to Executive all salary, bonuses, benefits, accrued vacation pay, or other consideration owed to Executive at any time and for any reason through the Separation Date. Executive further represents and agrees that no further sums are or were due and owing Executive either by the Company, or by any individual or entity related to the Company in any way, except as provided in this Agreement.
B. Subject to Section 4 (Release of Claims) and Section 9 below (Consideration Period), and provided that Executive signs and returns to the Company a second Release in the form attached hereto as Exhibit A (the “Release”) on or within five business days after the Separation Date, and does not revoke such Release within the time period set forth therein, as consideration for this Agreement and such Release, (1) Company shall pay Executive the total amount of $62,500, which amount is equivalent to three (3) months of Executive’s gross base salary (hereinafter, the “Severance Amount”), which amount shall be paid through salary continuation in accordance with the Company’s normal payroll practices, and in consideration of your obligations and agreements set forth in this Letter Agreement, you will be entitled to commencing with the first payroll date following payments and benefits (in each case, less applicable tax withholdings):
(a) The Company will pay you, promptly after the date the release in Paragraph 4 below becomes effective (the "Release Effective Date"Date (as defined in the Release), which based (2) on the terms of this Letter Agreement will be prior to March 15, 2020, a cash lump payment equal to the sum of one times (i) your current annual base salary ($450,000) and (ii) a bonus (the “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 the denominator of which is 365. The Bonus shall be in lieu of the Termination Bonus due under the Severance Agreement.
(b) The Company will pay you, promptly after the Release Effective Date, a cash lump sum the vesting of $20,970.96the 72,633 restricted stock units granted to Executive on April 29, which is equal to 2020 shall be accelerated such that such awards are vested in full, and (3) the sum of 12 months of company contributions Company will pay the premiums for group life, long-term disability and Executive’s continued health insurance benefitscoverage through COBRA for a period of three (3) months following the termination of Executive’s health insurance benefits effective November 30, 2020.
(c) Pursuant to and C. Except as provided in Section 3.B above, Executive’s equity awards shall remain in effect in accordance with the terms of the Notice applicable plans and award agreements - Executive’s vested time-based stock options shall remain exercisable for a period of Key Employee Incentive Plan Cash Award three (3) months following the “▇▇▇▇ Award”) dated August 24Separation Date, 2018, following ratification of the 2019 revenue performance target achievements, if and to the extent achieved, the Company will promptly pay you a proExecutive’s performance-rated portion of the final installment of your ▇▇▇▇ Award based on time served, as calculated stock options shall remain eligible for vesting in the notice and at the times set forth in the notice.
(d) Pursuant to and in accordance with the terms of each of the Notice of Long Term Incentive Cash Award dated January 1, 2017 and the Notice of Long Term Incentive Cash Award dated June 2, 2016 (your “LTI Awards”), following certification of the achievement of event the applicable targets, if and to vesting triggers are achieved within nine (9) months following the extent achieved, the Company will pay you a pro-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, the second and final tranche of the retention bonus ($71,250) to the extent such amount remains unpaid as of the Termination Separation Date.
(f) 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 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 month of the Termination Date. You may elect to continue 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 a portion of the Retention Award will accelerate and pay out on the Release Effective Date. March 26, 2019
(j) The Company will pay for the United States and Luxembourg tax preparation services for the 2018 tax year, using the Company’s preferred tax preparation service provider.
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