Certain Payments and Benefits. (a) In exchange for the Employee’s entering into this Agreement, including the General Release and Waiver contained herein and subject to Sections 10 and 14 herein, the Company shall make the following payments to the Employee and provide the Employee with benefits as set forth below (these payments and benefits collectively the “Termination Payments”):
Certain Payments and Benefits. A. In consideration for the Executive’s entering into this Agreement and provided that (1) the Executive has not been terminated by any member of the Company Group for Cause (as defined in the Employment Agreement); (2) the Executive has not voluntarily resigned during the Transition Period; (3) the Executive complies with the terms hereof (including the duties of Section 1.A above) and (4) the Executive complies with the Release Condition set forth in Section 3 hereof, (i) the Executive shall be entitled to receive a cash separation payment in the amount of $337,500, payable in a lump sum within ten (10) days following the Release Effective Date (the “Separation Payment”), (ii) the Company shall cause a portion of the Executive’s outstanding unvested equity-based awards (as set forth on Exhibit A attached hereto) to remain outstanding and eligible to vest as of the Release Effective Date (and all remaining unvested equity-based awards shall immediately terminate and immediately expire as of the Termination Date) and (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 Group are required to pay, for a period of 12 months (or until the Executive obtains individual or family coverage through another employer, if earlier) (the “COBRA Period”), provided that the Executive elects COBRA coverage and subject to the conditions that: (A) the Executive is responsible for immediately notifying the Company Group if Executive obtains alternative insurance coverage, (B) the Executive will be responsible for the entire COBRA premium amount after the end of the COBRA Period; (C) if the Executive declines COBRA coverage, then the Company (or, if applicable, one of its subsidiaries) will not make any alternative payment to the 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 (provided that the Executive shall be placed in the same economic position as if he were an active employee). B. Except as otherwise provided herein, as of and after the Termination Date, the Executive shall no longer participate in, accrue service credit or have contributions made on his behalf under any employee benefit plan sponsored by any member of the Company Group in respect of periods commencing on...
Certain Payments and Benefits. Subject to your execution and non- revocation of this Agreement and your continued compliance with the requirements contained or described herein, the Company will provide you with the following payments and benefits: (i) continued payment of your base salary as in effect as of the date hereof for a period of twelve (12) months following the Resignation Date, which shall be paid in the form of salary continuation in accordance with the Company’s standard payroll procedures; (ii) to the extent that you timely elect continued coverage under COBRA, the Company shall pay the same portion of the monthly premium under COBRA as it pays for active employees and their eligible dependents until the earliest of (x) the last day of the period ending on the date that is twelve (12) months following the Resignation Date, (y) the expiration of your continuation coverage under COBRA or (z) the date that you becomes eligible for substantially equivalent health insurance coverage in connection with new employment; and (iii) the total number of vested shares subject to each of your equity awards outstanding as of the Resignation Date subject to time-based vesting shall be determined by adding twelve (12) months to your actual period of employment as of the Resignation Date and, in the case of equity awards with performance-based vesting, all performance goals and other vesting criteria will be deemed satisfied in accordance with the terms set forth in the award agreement
Certain Payments and Benefits. The Company shall pay to you the following amounts (and no other amounts) and shall provide to you the following benefits in connection with the termination of your employment.
Certain Payments and Benefits. (a) Pursuant to Section 5(a) of the Employment Agreement, Crew shall pay the Employee the lump-sum amount of $2,494,500, which represents the sum of (i) $1,400,000 (two times the Employee's current base salary of $700,000), (ii) $546,000 (the Employee's guaranteed 2002 and 2003 Bonus), (iii) $530,000 (transition services and relocation reimbursement), (iv) $13,500 (1 week of accrued vacation), and (v) $5,000 (tax adviser fees). In addition to the foregoing, (x) the Employee shall become fully vested in the Restricted Shares granted to him in accordance with Sections 2(f)(ii) of the Employment Agreement, (y) the Company agrees not to exercise the call rights provided under Section 3(b) of the Stockholders' Agreement, dated September 9, 2002, between the Parent, the Employee and TPG Partners II, L.P., with respect to the Granted Shares and Restricted Shares granted pursuant to Sections 2(f)(i) and (ii) of the Employment Agreement and waives the right of it and its designated assignee to do so, and (z) the Company shall pay the premiums in connection with providing COBRA coverage for the Employee until the earlier of (A) eighteen months from the Date of Termination, or (B) such time as the Employee shall become entitled to coverage under any welfare benefit plan of another employer. The payments and benefits provided in this Section 2(a) shall be referred to herein as the "Termination Payment."
Certain Payments and Benefits a. For purposes of determining the Executive’s compensation and benefits, including, without limitation, the determination of the Executive’s vested benefits with respect to equity awards, the parties hereby agree that the termination of Executive’s employment is a termination by the Company “other than for Cause”.
Certain Payments and Benefits. Provided that Consultant: (x) executes this Agreement and returns a copy of this Agreement that has been executed by Consultant to the Company no later than 12:00 a.m. ET on March 12, 2024; and (y) remains in compliance with the other terms and conditions set forth in this Agreement (including under Sections 5 and 6), the Company shall provide one of the following in its discretion:
Certain Payments and Benefits. (a) Provided that this Agreement becomes effective pursuant to its terms and you remain in compliance with this Agreement at all times:
Certain Payments and Benefits. (a) Within ten (10) days of the Executive’s Date of Termination, the Company shall pay to the Executive a lump sum amount equal to (i) his base salary through the Date of Termination and (ii) any unreimbursed business expenses, ((i) and (ii) together, the “Accrued Obligations”).
Certain Payments and Benefits. In consideration for Xxxxxxx'x agreement to be bound by the terms of this Agreement and subject to the terms of this Agreement, Xxxxxxx shall be entitled to receive from the Company the payments and benefits set forth in paragraphs (i) through (iv) of this Section 1(b):
