Benefits to Employee. Employee and the Company are parties to the Employment Agreement, dated as of April 24, 2002, and as amended through July 31, 2008 (the “Employment Agreement”). The Employment Agreement (including the amendments thereto) is attached hereto as Exhibit A. Unless defined in this Agreement, capitalized terms used in this Agreement shall have the meanings ascribed to them in the Employment Agreement. The Parties hereby agree that Employee’s employment with the Company in any capacity shall terminate on December 31, 2008, (“Termination Date”) as a Discharge without Cause under Section 5.1(d) of the Employment Agreement.
Benefits to Employee. During the Term of this Agreement, if Employee’s employment with Tier terminates as a result of either (1) a Termination Without Cause during the Security Period; or (2) a Resignation for Good Reason that is based on a Position Change occurring during the Security Period, Employee shall be entitled to the continuation of his or her annual base salary, less standard deductions and withholdings, for a period of twelve (12) months. Annual base salary is defined as the salary in effect during the last regularly scheduled payroll period immediately preceding the Termination Without Cause or Resignation for Good Reason.
Benefits to Employee. The benefits to employee under this section are provided under the Allergan, Inc. Severance Pay Plan.
Benefits to Employee. In consideration of the promises and releases set forth in this Agreement, the Company has agreed to provide certain benefits to Employee, as follows:
a. The Company agrees that, subject to Employee’s compliance with his/her obligations under this Agreement, Employee’s unvested Restricted Stock Units (RSU) and Market Stock Units (MSU), if applicable, shall not terminate as a result of the termination of Employee’s employment with the Company and shall continue to vest as if Employee had remained employed. Specifically, Employee’s RSU Retained Units will continue to vest and be released to Employee on the dates that they would have been released had he/she remained employed. Similarly, Employee’s MSU Retained Units, if applicable, will remain outstanding and the number of such units Employee earns will vest and be released to Employee after the end of the performance period and based on the final performance and corresponding payout factor as they would have if Employee had remained employed. (Note: Employee may have tax obligations due prior to when they would have come due if he/she had remained employed.)
b. Employee acknowledges that the benefits set forth above exceed those to which he/she would otherwise be entitled upon separation of employment from the Company.
Benefits to Employee. In consideration for the promises of EMPLOYEE set forth herein, the COMPANY agrees to:
a. pay EMPLOYEE a Gross Severance Benefit in the amount of four hundred eighty thousand dollars and zero cents ($480,000.00) less legally required deductions and withholdings. The Severance Payments shall be made in twenty-six (26) equal installments on the COMPANY’s regularly scheduled paydays. The first installment payment will occur on the first payday that is more than ten (10) days after the revocation period set forth in Paragraph 20, provided that EMPLOYEE does not breach this Agreement or revoke it pursuant to Paragraph 20.
b. pay the applicable COBRA premiums for EMPLOYEE and eligible dependents enrolled (if any) in any then existing Welfare Benefit Plans which are group health plans (the “COBRA” Benefit”), commencing on the effective date of termination through the earlier of (i) one year from the date of termination or (ii) the date that EMPLOYEE becomes eligible for health insurance coverage under another group health insurance program, if the EMPLOYEE has executed and returned this “Separation Agreement and General Release” provided Employee returns this executed Agreement to the COMPANY and provided that EMPLOYEE does not breach the Agreement or revoke it pursuant to paragraph 20.
c. pay EMPLOYEE the amount (if any) that EMPLOYEE, absent termination of employment, would otherwise have become eligible to receive under the terms of the COMPANY’s 2012 Annual Bonus Plan. Such payment will be prorated as follows and will be the greater of either:
i. a prorated annual bonus payment for the time period January 30, 2012 through June 19, 2012 pursuant to the 2012 Annual Bonus Plan matrix with annual bonus opportunity calculated as follows: EMPLOYEE’s current base salary (four hundred fifty thousand dollars and zero cents ($450,000.00) multiplied by a prorated bonus opportunity of 39% (100% annual bonus opportunity prorated for 138 days in active status); OR
ii. a prorated guaranteed bonus calculated as follows: bonus guarantee pursuant to the 2012 Annual Bonus Plan letter dated May 21, 2012 in the amount of three hundred thousand dollars and zero cents ($300,000.00), prorated at 39% (100% annual bonus opportunity prorated for 138 days in active status) equal to one hundred sixteen thousand seven hundred thirteen dollars and zero cents ($116,713.00). Payment will be made under the COMPANY’s 2012 Annual Bonus Plan no later than March 31, 2013. Calculation of bonus res...
Benefits to Employee. Commencing on the Termination Date, Employee shall be entitled to the following benefits:
4.1 Employee shall be entitled to whatever qualified pension benefits Employee may be entitled under the terms and conditions of the existing qualified retirement plan without change, modification or enhancement.
4.2 Employee shall be entitled to withdraw in a lump sum and be paid within 30 days of the Termination Date all nonqualified retirement benefits to which he may be entitled calculated in accordance with the existing terms and conditions of said unqualified plans but altered, changed and or modified so as to treat Employee for purposes of said calculations as though Employee were 62 years of age on the day prior to the Termination Date and as though Employee had completed 10 years of actual service with respect to all such plans and also with respect to his existing Employment Contract which provides Employee with one and one half year of service credit for each year of actual service performed for the first ten years of service.
4.3 Employee shall be entitled to whatever health and welfare benefits, including, but not limited to, medical, prescriptive drugs, dental, vision and EAP benefits, are available to retirees at Employee's age and their dependents, and on the same terms and conditions except that such benefits shall be calculated and made available without any actuarial deduction or other penalty resulting from having retired before age 65 or age 62, and, in addition, had completed ten years of actual service with respect to all of such plans as well as with respect to the extra credit earned under his existing Employment Contract which gives Employee one and one-half year of service for each year of service performed for the first ten years of employment.
4.4 If ever in the future any of the Company's existing, retired, or separated officers are paid a STIP for the year 2000 ("2000 STIP") then the Employee shall be paid the 2000 STIP at the same time and in the form and manner paid to the other officer recipient(s). The 2000 STIP shall be subject to withholding, deductions, assessments, and taxes, if applicable. If ever any of the Company's existing, retired or separated officers are paid a STIP for the year 2001 ("2001 STIP"), then the Employee shall be paid the 2001 STIP at the same time and in the form and manner paid to the other officer recipients(s). The 2001 STIP shall be subject to withholding, deductions, assessments, and taxes, if applicable...
Benefits to Employee. 2.1 Company shall pay to Employee the following amounts. The principal amount is economically similar to the benefits to which Employee would be entitled to receive after a voluntary termination under the Original Agreement. These amounts shall be paid to Employee under the following schedule, less withholding, assessments and authorized deductions: Payment Date Principal Interest Payment ------------ --------- -------- ------- Amount ------ Within 15 days after the close of the Merger 125,000 0 125,000 October 1, 1999 29,300 14,920 44,220 January 1, 2000 29,300 13,750 43,050 April 1, 2000 29,300 12,580 41,880 July 1, 2000 29,300 11,400 40,700 October 1, 2000 29,300 10,230 39,530 January 1, 2001 29,300 9,060 38,360 April 1, 2001 29,300 7,890 37,190 July 1, 2001 29,300 6,720 36,020 October 1, 2001 29,300 5,540 36,020 January 1, 2002 29,300 4,370 33,670 July 31, 2002 80,000 6,430 86,430 TOTALS 498.000 102,890 600,890 If Employee's employment is Terminated, then Employee shall be paid the remaining unpaid principal amount and interest prorated to the date of termination within 30 days of Employee's Termination. If Employee dies prior to July 31, 2002, then Employee's estate shall be paid the remaining unpaid principal amount and interest prorated to the date of death within 30 days of Employee's death. The above payments will not be recognized as covered pay under any employee benefit plan sponsored by the Company except for the Deferred Compensation Program.
2.2 Employee shall be paid for any accrued but unused vacation as defined under Company's vacation policy then in effect.
2.3 If Employee's employment is Terminated and/or if Employee retires, then Employee shall be entitled to receive an amount which is economically similar to the following:
2.3.1 The Program includes an enhancement to the Nevada Power Company Retirement Plan ("Retirement Plan") ("Enhanced Lump Sum"). The Enhanced Lump Sum is based upon the following calculations and conditions:
(1) If Employee is under the age of 55, then Employee shall receive the present value of an Early Retirement Benefit commencing at age 55, calculated using the Early Retirement Fact (i.e., 65%) that applies to employees who retire at age 55. If Employee is over the age of 55, then at his actual age under the terms of the plan; and
(2) The dollar limitation in Section 5.2(c) of the Retirement Plan will not apply, however, all other restrictions required by federal law (e.g., Internal Revenue Code (S)415 limits an...
Benefits to Employee. 3.1 Company shall pay to Employee severance in the amount of $245,000.00 ("Severance"), payable on the condition that in Company's reasonable judgment Employee is in full compliance with the confidentiality, non-competition, and non-disparagement provisions of the Agreement, one-half at separation, one-quarter 90 days after the date of separation, and one-quarter on the first anniversary of his date of separation. The Severance shall be subject to withholding, deductions, assessments and taxes, if applicable.
3.2 Commencing on the Termination Date, the Company shall continue to cover Employee and Employee's dependants as defined in the Health Plan under its medical, prescriptive drugs, dental, vision and EAP employee welfare benefit plans ("Health Plans") to the same extent as Employee and his dependents are covered immediately prior to the Termination Date until July 31, 2005, to the same extent as Employee and his dependents are covered immediately prior to the Termination Date. Company shall pay all costs incurred in providing the above-described coverage for Employee. Employee shall be eligible to participate in open enrollment and is subject to any amendments or changes that would apply to other covered employees. If Employee becomes eligible for similar coverage through another employer or disability, then Employee shall notify Company of such coverage and Company shall be entitled to terminate coverage under this Agreement and/or offer Employee COBRA in the form and manner required by law.
3.3 On July 9, 2005, Employee shall be 55 years old. As of that date, Employee is eligible with 30 years of service to receive benefits under vested pension under the Sierra Pacific Resources Retirement Plan ("Retirement Plan"). Beginning August 1, 2005, the Company shall provide Employee with coverage under its Medical Plans in the same form and manner as employees who elect retiree medical coverage with 30 years of service. Employee shall be required to reimburse the Company for Employee's portion of the costs of coverage in the form and manner as employees who elect retiree medical coverage with 30 years of service. Medical benefits provided to Employee pursuant to this section may be subject to federal taxes and the Company must report premium payments and paid claims to the IRS. Coverage and benefits are subject to any and all changes in said plans and benefits as may be made by Company after the date of Termination.
3.4 Employee's accrued Supplemental Execut...
Benefits to Employee. 3.1 Company shall pay to Employee severance in the amount of $450,000.00 ("Severance"), payable, on the condition that Employee is in full compliance with the confidentiality and non-disparagement provisions of this Agreement, one-half on the date of separation, one-quarter 90 days after the date of separation, and one-quarter on the first anniversary of the date of separation.. The Severance shall be subject to withholding, deductions, assessments and taxes, if applicable.
3.2 Commencing on the Termination Date, the Company shall continue to cover Employee and Employee's dependants as defined in the Health Plan under its medical, prescriptive drugs, dental, vision and EAP employee welfare benefit plans ("Health Plans") to the same extent as Employee and his dependents are covered immediately prior to the Termination Date until May 31, 2005, or until Employee becomes employed with an entity which provides health and medical benefits, whichever is earlier. Company shall pay all costs incurred in providing the above-described coverage for Employee. Employee shall be eligible to participate in open enrollment and is subject to any amendments or changes that would apply to other covered employees. If Employee becomes eligible for similar coverage through another employer or disability, then Employee shall notify Company of such coverage and Company shall be entitled to terminate coverage under this Agreement and/or offer Employee COBRA in the form and manner required by law.
3.3 On the Termination Date, Employee shall be paid in cash the amount of his vested benefit in the SERP calculated to include new provisions in the Plan, which include in the SERP payment of the 2000 and 2001 STIPs, as though said STIPs had been paid, and will thereafter have no SERP benefits.
3.4 Because your employment is terminated for reasons other than cause, retirement, death or disability, you will have rights with respect to your Non-Qualified Stock Option grants as follows, in accordance with the grant letter you received. Any vested shares are exercisable within three months of the Termination Date. Shares which are not vested as of the Termination Date shall immediately terminate and shall be forfeited to the Company.
3.5 Employee is covered under Supplemental Executive Life insurance. Employee shall continue to be covered under such insurance until May 31, 2005, or until Employee becomes reemployed with an entity that provides life insurance benefits, whichever is earlier, at ...
Benefits to Employee
