Benefits and Payments. Company will extend to Executive the following consideration:
Benefits and Payments. Company will extend to Employee the following consideration:
a. Separation Pay and Benefits; Continuing Services. Employee shall remain on the Company payroll and continue to receive the annual base salary of $300,000 (the "Base Salary") and Employee's monthly Auto Allowance, through the end of the Term, less applicable federal and state withholdings. In addition, Company shall continue to provide Employee with the employee benefits as previously provided to Employee ("Benefits") through the end of the Term, and shall pay to Employee any Bonus Salary to which he may be entitled. Promptly following the signature by Employee of this Agreement, Company will pay in a lump sum all accrued and unpaid vacation time to which Employee is entitled, less applicable federal and state withholdings. Employee will not accrue any additional vacation time from or after the date hereof. Employee will promptly submit the expense forms and documentation for any unpaid business expenses, and these will be promptly processed and reimbursed to Employee consistent with Company policies.
Benefits and Payments. 20 SECTION 3.18. Amendment to Rights Agreement............................ 21 SECTION 3.19. Brokers.................................................. 21 ARTICLE IV REPRESENTATIONS AND WARRANTIES OF PARENT AND PURCHASER
Benefits and Payments. The Company and the Subsidiaries have not engaged in any activities which are prohibited under 42 U.S.C. Section 1320a-7b, or the regulations promulgated thereunder, or under any related state or local statutes or regulations, or which are prohibited by any rules of professional conduct, including, without limitation: (i) knowingly and willfully making or causing to be made a false statement or representation of a material fact in any application for any benefit or payment; (ii) knowingly and willfully making or causing to be made any false statement or representation of a material fact for use in determining rights to any benefit or payment; (iii) failure to disclose knowledge as a claimant of the occurrence of any event affecting the initial or continued right to any benefit or payment on its own behalf or on behalf of another, with intent to secure fraudulently such benefit or payment; and (iv) knowingly and willfully soliciting or receiving any remuneration (including any kickback, bribe or rebate), directly or indirectly, overtly or covertly, in cash or in kind or offering to pay or receive such remuneration (a) in return for referring an individual to a person for the furnishing or arranging for the furnishing of any item or service for which payment may be made in whole or in part by Medicare or Medicaid, or (b) in return for purchasing, leasing, or ordering or arranging for or recommending purchasing, leasing or ordering any good, facility, service, or item for which payment may be made in whole or in part by Medicare or Medicaid.
Benefits and Payments. Company will extend to Employee the following consideration, pursuant to the terms of the Employment Agreement, dated February 12, 2001 (the "Employment Agreement"), between Employee and the Company (any capitalized terms not defined in this Agreement shall have the meanings given them in the Employment Agreement):
Benefits and Payments. Subject to the terms and conditions set forth in this Agreement and in lieu of the payments and benefits set forth in Sections 6.2, 6.3(a), 6.3(c)(ii) and with respect to life insurance provided after termination of employment as provided in Section 5.1 of the Employment Agreement, Vishay will pay the amounts and provide the benefits described below.
1. A lump sum cash payment of all unpaid base salary and unpaid expense reimbursements on or before September 15, 2011 plus $24,500 on account of accrued but unused vacation.
2. A lump sum cash payment of $1,627,500 on the payroll date next following the date on which the Release becomes final and binding. For avoidance of doubt, the lump sum cash payment referenced in this Paragraph 2 is in lieu of all severance payments calculated with respect to your base salary, bonus for any previous calendar years and bonus for calendar year 2011.
3. In lieu of the benefits described in Section 6.3(c)(ii) of the Employment Agreement relating to post-termination medical insurance coverage and in lieu of continuation coverage under the Consolidated Omnibus Budget Reconciliation Act of 1986, as amended (“COBRA”), (i) continuation of medical insurance for you, your wife and your children up to age 26 on the same basis as in force immediately before the Resignation Date at Vishay’s expense, including all premiums, out-of-pocket expenses and co-payments, until the earlier of (a) the lapse of 18 months from the Resignation Date or (b) the date on which you become eligible for medical insurance coverage under a group health plan sponsored by another employer of yours; plus (ii) a lump sum cash payment of $70,000 payable on the payroll date next following the date on which the Release becomes final and binding.
4. Post-termination life insurance coverage as described in Section 5.1 of the Employment Agreement; provided, however that Vishay shall undertake commercially reasonable efforts, consistent with Vishay’s efforts undertaken before the date of this Agreement to facilitate your access to life insurance coverage through the Kxxx-Xxxxx Insurance Agency, of up to an additional two times your current base salary at your expense.
5. All stock options previously granted to you to purchase equity securities of Vishay that are not exercisable by their terms on the Resignation Date shall become fully exercisable on the date on which the Release is final and binding. All stock options previously granted to you to purchase equity secur...
Benefits and Payments
