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”): (i) No later than October 31, 2004, the Company shall make a lump sum severance payment of $1,075,000 to the Employee. (ii) No later than October 31, 2004, the Company shall make a lump sum payment of $782,000 to the Employee, representing the Company’s obligation to the Employee under the Company’s Supplemental Retirement Plan for Xxxxxxx Xxxx. (iii) No later than October 31, 2004, the Company shall make a lump sum payment of $49,000, representing full payment for relocation expenses, attorneys fees, outplacement fees and car allowance benefits. (iv) Commencing on the Date of Termination, the Company will continue medical benefits for the Employee and the Employee’s eligible dependents comparable to those medical benefits the Employee participated in on the Date of Termination for a period not to exceed 18 months. The Company will cease to provide such medical benefits if the Employee becomes entitled to medical benefits from a new employer. The Company may provide such medical benefits by paying the Employee’s COBRA continuation coverage through such 18-month period. The Company will cease to provide such benefits if the Employee does not execute this Agreement within the twenty-one day period provided in Section 14 or if the Employee revokes his agreement to accept the terms hereof during the seven-day revocation period provided for in Section 14 of this Agreement. (v) Pursuant to section 10 of the Limited Liability Company Operating Agreement of Kraton Management LLC (the “Kraton Management LLC Agreement”), Kraton Management LLC shall repurchase the 1,000,000 Company Membership Units (as that term is defined in the Kraton Management LLC Agreement) held by the Employee at the price of $1.00 per Company Membership Unit, for a total purchase price (the “Purchase Price”) of $1,000,000. Upon payment of the Purchase Price, Employee hereby surrenders all rights and interests in the 1,000,000 Company Membership Units and hereby represents and warrants that he has full power and authority to sell, assign and transfer such units (subject to the Kraton Management LLC Agreement) and that Kraton Management LLC will acquire good and unencumbered title thereto, free and clear of all liens, restrictions, charges and encumbrances and not subject to any adverse claims whatsoever. Employee hereby agrees that, upon request, he shall execute and deliver any additional documents reasonably deemed by Kraton Management LLC to be necessary or desirable to complete the redemption of the Company Membership Units described herein. (vi) The Employee hereby acknowledges that, other than the 1,000,000 Company Membership Units referenced above, he does not own and is not entitled to any other equity interests in the Kraton Management LLC, TJ Chemical Holdings LLC or any of their respective affiliates and all Company Profits Units (as that term is defined in the Kraton Management LLC Agreement) granted or to be granted to Employee were forfeited upon the Termination Date. (b) All payments and other benefits provided to the Employee, including without limitation the Termination Payments and the Accrued Obligations shall be subject to, and reduced by, all applicable withholding or other taxes. The Termination Payments and Accrued Obligations shall not be taken into account as compensation and no service credit shall be given after the Date of Termination for purposes of determining the benefits payable to the Employee or the Employee’s family under any plan, program, agreement or arrangement of the Company. The Employee acknowledges that, except for the Termination Payments and the Accrued Obligations, he is not entitled to any other payment from the Company, including, without limitation, any payment in the nature of severance, termination, or bonus pay (accrued or otherwise) from the Company.
Appears in 1 contract
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”):
(i) No later than October 31, 2004, the Company shall make a lump sum severance payment continuation of Executive’s annual Base Salary of $1,075,000 to 210,000 until the Employee.
(ii) No later than October 31, 2004, the Company shall make a lump sum payment first anniversary of $782,000 to the Employee, representing the Company’s obligation to the Employee under the Company’s Supplemental Retirement Plan for Xxxxxxx Xxxx.
(iii) No later than October 31, 2004, the Company shall make a lump sum payment of $49,000, representing full payment for relocation expenses, attorneys fees, outplacement fees and car allowance benefits.
(iv) Commencing on the Date of Termination, provided that if, prior to such first anniversary, Executive begins to provide services (as an employee, consultant or otherwise) to another person or entity and such services are expected to continue or actually continue for more than 30 days, then the period of continuation of Base Salary shall be reduced to the later of (A) 6 months following such termination of employment or (B) the date the Executive begins to provide such services (the “Severance Continuation Period”) and, in either case, the Base Salary continuation shall be paid at the same time and in the same manner as if Executive had remained employed by KRATON during such period. Executive agrees to provide prompt written notice to Company will if Executive begins to provide services (as an employee, consultant or otherwise) to another person or entity and such services are expected to continue or actually continue for more than 30 days;
(ii) any additional benefits Executive may be entitled to under the Pension Benefit Restoration Plan;
(iii) medical benefits for the Employee Executive and the Employee’s his eligible dependents comparable to those medical benefits the Employee Executive participated in on the Date of Termination for a period not to exceed 18 months. The Company will cease to provide during the Severance Continuation Period, provided in any case such medical benefits shall cease if the Employee Executive becomes entitled to medical benefits from a new employer. The Company may KRATON will provide such medical benefits by paying the Employeefull cost of the Executive’s COBRA continuation coverage Retiree Medical Plan through such 18-month periodSeverance Continuation Period. The Company will cease to provide such benefits if the Employee does not execute this Agreement within the twenty-one day period provided in Section 14 or if the Employee revokes his agreement to accept the terms hereof during the seven-day revocation period provided for in Section 14 of this Agreement; and
(iv) a one time payment for reasonable attorneys’ fees incurred in negotiating this Separation Agreement and fees for outplacement services of $7,500.
(vb) Pursuant to section 10 of the Limited Liability Company Operating Agreement of Kraton Management LLC (the “Kraton Management LLC Agreement”), the Kraton Management LLC shall repurchase the 1,000,000 350,000 Company Membership Units (as that term is defined in the Kraton Management LLC Agreement) held by the Employee at the price of $1.00 per Company Membership Unit, for a total purchase price (the “Purchase Price”) of $1,000,000350,000. Upon payment of the Purchase Price, Employee hereby surrenders all rights and interests in the 1,000,000 350,000 Company Membership Units and hereby represents and warrants that he has full power and authority to sell, assign and transfer such units (subject to the Kraton Management LLC Agreement) and that Kraton Management LLC will acquire good and unencumbered title thereto, free and clear of all liens, restrictions, charges and encumbrances and not subject to any adverse claims whatsoever. Employee hereby agrees that, upon request, he shall execute and deliver any additional documents reasonably deemed by Kraton Management LLC to be necessary or desirable to complete the redemption of the Company Membership Units described herein.; and
(vic) The Employee hereby acknowledges that, other than the 1,000,000 350,000 Company Membership Units referenced above, he does not own and is not entitled to any other equity interests in the Kraton Management LLC, TJ Chemical Holdings LLC or any of their respective affiliates and all Company Profits Units (as that term is defined in the Kraton Management LLC Agreement) granted or to be granted to Employee were forfeited upon the Termination DateDate of Termination. The Company agrees to provide tax information to the Employee in the same manner and at the same time it provides such tax information to all other Kraton Management LLC members.
(bd) All payments and other benefits provided to the Employee, including without limitation the Termination Payments and the Accrued Obligations shall be subject to, and reduced by, all applicable withholding or other taxes. The Termination Payments and Accrued Obligations shall not be taken into account as compensation and no service credit shall be given after the Date of Termination for purposes of determining the benefits payable to the Employee or the Employee’s family under any plan, program, agreement or arrangement of the Company. The Employee acknowledges that, except for the Termination Payments and the Accrued Obligations, he is not entitled to any other payment from the Company, including, without limitation, any payment in the nature of severance, termination, or bonus pay (accrued or otherwise) from the Company.
Appears in 1 contract
Certain Payments and Benefits. (a) A. In exchange consideration for the EmployeeExecutive’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 complies with the terms hereof (including the General duties of Section 1.A above) and (3) 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 $455,000.00 payable in a lump sum within fifteen (15) days following the Release Effective Date (the “Separation Payment”) and Waiver contained herein (ii) the Executive shall be entitled to receive a pro rata bonus for the period through the Termination Date of $65,000.00 (“Pro Rata Bonus”), payable when bonuses are paid to similarly situated active employees of the Company but not later than March 15, 2018 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 Sections 10 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 14 (D) such COBRA reimbursement payments shall be paid on an after tax basis as additional taxable compensation to the Executive.
B. Except as otherwise provided herein, as of and after 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”):
(i) No later than October 31, 2004Date, the Company Executive shall make a lump sum severance payment of $1,075,000 to the Employee.
(ii) No later than October 31no longer participate in, 2004, the Company shall make a lump sum payment of $782,000 to the Employee, representing the Company’s obligation to the Employee accrue service credit or have contributions made on his behalf under the Company’s Supplemental Retirement Plan for Xxxxxxx Xxxx.
(iii) No later than October 31, 2004, the Company shall make a lump sum payment of $49,000, representing full payment for relocation expenses, attorneys fees, outplacement fees and car allowance benefits.
(iv) Commencing on the Date of Termination, the Company will continue medical benefits for the Employee and the Employee’s eligible dependents comparable to those medical benefits the Employee participated in on the Date of Termination for a period not to exceed 18 months. The Company will cease to provide such medical benefits if the Employee becomes entitled to medical benefits from a new employer. The Company may provide such medical benefits any employee benefit plan sponsored by paying the Employee’s COBRA continuation coverage through such 18-month period. The Company will cease to provide such benefits if the Employee does not execute this Agreement within the twenty-one day period provided in Section 14 or if the Employee revokes his agreement to accept the terms hereof during the seven-day revocation period provided for in Section 14 of this Agreement.
(v) Pursuant to section 10 of the Limited Liability Company Operating Agreement of Kraton Management LLC (the “Kraton Management LLC Agreement”), Kraton Management LLC shall repurchase the 1,000,000 Company Membership Units (as that term is defined in the Kraton Management LLC Agreement) held by the Employee at the price of $1.00 per Company Membership Unit, for a total purchase price (the “Purchase Price”) of $1,000,000. Upon payment of the Purchase Price, Employee hereby surrenders all rights and interests in the 1,000,000 Company Membership Units and hereby represents and warrants that he has full power and authority to sell, assign and transfer such units (subject to the Kraton Management LLC Agreement) and that Kraton Management LLC will acquire good and unencumbered title thereto, free and clear of all liens, restrictions, charges and encumbrances and not subject to any adverse claims whatsoever. Employee hereby agrees that, upon request, he shall execute and deliver any additional documents reasonably deemed by Kraton Management LLC to be necessary or desirable to complete the redemption member of the Company Membership Units described herein.
(vi) The Employee hereby acknowledges that, other than the 1,000,000 Company Membership Units referenced above, he does not own Group in respect of periods commencing on and is not entitled to any other equity interests in the Kraton Management LLC, TJ Chemical Holdings LLC or any of their respective affiliates and all Company Profits Units (as that term is defined in the Kraton Management LLC Agreement) granted or to be granted to Employee were forfeited upon following the Termination Date.
(b) All payments and other benefits provided to the Employee, including without limitation the Termination Payments and the Accrued Obligations shall be subject to, and reduced by, all applicable withholding or other taxes. The Termination Payments and Accrued Obligations shall not be taken into account as compensation and no service credit shall be given after the Date of Termination for purposes of determining the benefits payable to the Employee or the Employee’s family under any plan, program, agreement or arrangement of the Company. The Employee acknowledges that, except for the Termination Payments and the Accrued Obligations, he is not entitled to any other payment from the Company, including, without limitation, any payment plan which is intended to qualify under Section 401(a) of the Internal Revenue Code of 1986, as amended. The Executive shall be entitled to all benefits accrued up to the Termination Date, to the extent vested, under all employee benefit plans of any member of the Company Group, in accordance with the nature terms of severance, termination, such plans. Effective as of the Termination Date the Executive shall not be entitled to any other benefits or bonus pay (accrued or otherwise) perquisites from the CompanyCompany Group.
C. The Executive acknowledges, agrees and confirms that the payments and benefits from and after the Termination Date as set forth in this Agreement includes all compensation due and owing to the Executive from the Company Group with respect to his employment with the Company Group and under the Employment Agreement and from any and all other sources of entitlement from the Company Group, in each case, from and after the Termination Date, including but not limited to all wages, salary, commissions, bonuses (including any bonus for the year of termination), incentive payments, equity payments, expense reimbursements, leave, vacation and sick pay, severance pay or any other payments and benefits. The Executive further acknowledges and agrees that the Company Group has satisfied all of its obligations owed to the Executive pursuant to the Employment Agreement and otherwise related to his employment with the Company Group as of and through the date hereof. The Executive acknowledges and agrees that any of the Executive’s outstanding and unvested equity based awards shall immediately terminate and expire as of the Termination Date.
Appears in 1 contract
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”):
(i) No later than October 31, 2004, the Company shall make a lump sum severance payment continuation of $1,075,000 to the Employee.
(ii) No later than October 31, 2004, ’s annual Base Salary until the Company shall make a lump sum payment first anniversary of $782,000 to the Employee, representing the Company’s obligation to the Employee under the Company’s Supplemental Retirement Plan for Xxxxxxx Xxxx.
(iii) No later than October 31, 2004, the Company shall make a lump sum payment of $49,000, representing full payment for relocation expenses, attorneys fees, outplacement fees and car allowance benefits.
(iv) Commencing on the Date of Termination, provided that if, prior to such first anniversary, the Employee begins to provide services (as an employee, consultant or otherwise) to another person or entity and such services are expected to continue or actually continue for more than 30 days, then the period of continuation of Base Salary shall be reduced to the later of (A) 6 months following such termination of employment or (B) the date the Employee begins to provide such services (the “Severance Continuation Period”) and, in either case, the Base Salary continuation shall be paid at the same time and in the same manner as if the Employee had remained employed by KRATON during such period. The Employee agrees to provide prompt written notice to Company will if the Employee begins to provide services (as an employee, consultant or otherwise) to another person or entity and such services are expected to continue or actually continue for more than 30 days;
(ii) any additional benefits the Employee may be entitled to under the Pension Benefit Restoration Plan;
(iii) medical benefits for the Employee and the Employee’s his eligible dependents comparable to those medical benefits the Employee participated in on the Date of Termination for a period not to exceed 18 months. The Company will cease to provide during the Severance Continuation Period, provided in any case such medical benefits shall cease if the Employee becomes entitled to medical benefits from a new employer. The Company may KRATON will provide such medical benefits by paying making monthly payments of $650.00 directly to Employee during the Severance Continuation Period to cover Employee’s COBRA continuation coverage through such 18out-month periodof-pocket costs for medical insurance premiums made to a third party insurance provider. The Company will cease to provide such benefits if the Employee does not execute this Agreement within the twenty-one day period provided in Section 14 or if the Employee revokes his agreement to accept the terms hereof during the seven-day revocation period provided for in Section 14 of this Agreement.;
(viv) Pursuant to section 10 of the Limited Liability Company Operating Agreement of Kraton Management LLC (the “Kraton Management LLC Agreement”), the Kraton Management LLC shall repurchase the 1,000,000 250,000 Company Membership Units (as that term is defined in the Kraton Management LLC Agreement) held by the Employee at the price of $1.00 per Company Membership Unit, for a total purchase price (the “Purchase Price”) of $1,000,000250,000. Upon payment of the Purchase Price, the Employee hereby surrenders all rights and interests in the 1,000,000 250,000 Company Membership Units and hereby represents and warrants that he has full power and authority to sell, assign and transfer such units (subject to the Kraton Management LLC Agreement) and that Kraton Management LLC will acquire good and unencumbered title thereto, free and clear of all liens, restrictions, charges and encumbrances and not subject to any adverse claims whatsoever. The Employee hereby agrees that, upon request, he shall execute and deliver any additional documents reasonably deemed by Kraton Management LLC to be necessary or desirable to complete the redemption of the Company Membership Units described herein; and
(v) The Employee acknowledge that of the 1,000,000 options he holds to purchase Company Membership Units (“Options”), 200,000 will be vested as of the Date of Termination (“Vested Options”) and the remaining 800,000 shall be forfeited. Pursuant to Section 4.5(b) of the applicable option grant agreement(s), these Vested Options will remain exercisable for a period of 90 days following the Date of Termination. The Company hereby agrees to extend the exercise period for these Vested Options to the earlier of (i) the fifth anniversary of the Date of Termination, or (ii) a Change in Control (as defined in the TJ Chemical Holdings LLC 2004 Option Plan) as consideration for the Employee agreeing to extend the Restricted Period under Section 8 of the Employment Agreement and incorporated by reference herein from one year to the earlier of (i) five years, or (ii) until a Change in Control, with the Restricted Period to be a minimum of one year from Date of Termination. In the event the Employee violates the restrictive covenants described and incorporated herein by reference pursuant to Section 9 of this Agreement, in addition to the Company’s rights to seek injunctive relief or other damages, the Vested Options shall immediately terminate and if any portion of the Vested Option has been exercised, the Employee shall be required to deliver all such shares (and any successor shares) that he received as a result of the exercise of such Vested Options and any payments or other value the Employee received in connection with the shares acquired upon exercise of the Vested Options.
(vi) The Employee hereby acknowledges that, other than the 1,000,000 250,000 Company Membership Units and 1,000,000 Options referenced above, he does not own and is not entitled to any other equity interests in the Kraton Management LLC, TJ Chemical Holdings LLC or any of their respective affiliates and all Company Profits Units (as that term is defined in the Kraton Management LLC Agreement) granted or to be granted to the Employee were forfeited upon the Termination DateDate of Termination.
(b) All payments and other benefits provided to the Employee, including without limitation the Termination Payments and the Accrued Obligations shall be subject to, and reduced by, all applicable withholding or other taxes. The Termination Payments and Accrued Obligations shall not be taken into account as compensation and no service credit shall be given after the Date of Termination for purposes of determining the benefits payable to the Employee or the Employee’s family under any plan, program, agreement or arrangement of the Company. The Employee acknowledges that, except for the Termination Payments and the Accrued Obligations, he is not entitled to any other payment from the Company, including, without limitation, any payment in the nature of severance, termination, or bonus pay (accrued or otherwise) from the Company.
Appears in 1 contract
