Company Consideration. For and in consideration of the promises made by Executive in this Agreement, subject to Executive executing this Agreement as provided in Section 14 below and not revoking this Agreement prior to the expiration of the seven (7)-day revocation period provided in this Agreement (the date of such expiration being hereinafter referred to as the “Effective Date”) and subject to Executive’s compliance with Executive’s restrictive covenant obligations in this Agreement and in any other existing agreements with the Company, AutoNation agrees as follows:
Company Consideration. For and in consideration for the promises made by Executive in this Agreement, AutoNation agrees as follows:
Company Consideration. The Company shall:
2.1.4.1 Sell, convey, and transfer the First Closing Shares to Purchaser;
2.1.4.2 Accept all of Purchaser’s right, title, and interest, and fully assume all of Purchaser’s liabilities and obligations under, the West Riverside Purchase Agreement, pursuant to the terms and conditions of the Assignment Agreement. Without limiting the generality of the foregoing, the Company shall be responsible to pay all amounts owed to the West Riverside Sellers as set forth in the West Riverside Purchase Agreement;
2.1.4.3 Consummate the transactions contemplated by the West Riverside Purchase Agreement; and
2.1.4.4 Reimburse Purchaser for (a) all costs and expenses owed by Purchaser to third-parties (including, but not limited to, legal, accounting, title, and surveying consultants) incurred in connection with the West Riverside Purchase Agreement, and (b) the One Hundred Thousand Dollar (USD$100,000) deposit paid by Purchaser under the West Riverside Purchase Agreement, the total of the foregoing amounts (a) and (b) not to exceed Two Hundred Thousand Dollars (USD$200,000).
Company Consideration. In exchange for the consideration You are providing under this Agreement, the Company (provided You timely sign and do not revoke this Agreement and this Agreement becomes effective) agrees to:
a. provide You a one-time lump sum severance payment equal to one (1) times Your annual base salary $522,675 (less applicable deductions and withholdings) within 60 days after the Termination Date.
b. provide You a one-time lump sum payment of $409,143 (less applicable withholdings and deductions), representing the average of Your annual cash bonuses over the last three fiscal years, within 60 days after the Termination Date.
c. provide You a one-time lump sum payment of $42,525 (less applicable deductions and withholdings), representing one (1) times the amount equal to the aggregate premium cost to cover the existing coverage for You and your currently-enrolled eligible dependents for eighteen (18) months under the Company’s health, vision and dental plans in effect as of the Termination Date, within 60 days after the Termination Date.
d. provide You a one-time lump sum payment (less applicable withholdings and deductions) equal to the value of 29,391 shares of the Company’s stock underlying the restrictive stock units (“RSUs”) granted to You and that would have vested, pursuant to Section 4(c)(i)(A) of the Company’s Amended and Restated Executive Severance Plan effective as of May 15, 2020 (the “Severance Plan”), calculated based on the closing market price on the Termination Date and paid in exchange for the Company cancelling such vested RSUs, within 60 days after the Termination Date.
e. provide You with outplacement assistance through CMA for 12 months, provided activation occurs by March 15th, 2024.
Company Consideration. In exchange for the consideration You are providing under this Agreement, the Company (provided You timely sign and do not revoke this Agreement and this Agreement becomes effective) agrees to:
a. provide You a lump sum severance payment equal to one (1) times Your annual base salary ($370,000.00) (less applicable deductions and withholdings), within 60 days after the Termination Date.
b. provide You a lump sum payment of $240,500, representing Your annual cash bonus relating to 2020 (less applicable withholdings and deductions), within 60 days after the Termination Date.
c. provide You a lump sum payment of $206,503, representing Your annual cash bonus relating to 2019 (less applicable withholdings and deductions), within 60 days after the Termination Date.
d. pay the premiums due ($12,846.00 in aggregate) under the Consolidated Omnibus Budget Reconciliation Act (“COBRA”) to continue coverage under the Company’s health, vision and dental plans in effect as of the Termination Date, for You and Your dependents, if any, for 18 months immediately following the Termination Date, directly to the insurer/COBRA administrator on Your behalf; provided You and Your dependents, if any, were enrolled in such plans prior to the Termination Date and further provided You timely enroll for COBRA benefits.
e. provide You a lump sum payment equal to the value of 7,247 shares of the Company’s stock underlying the restrictive stock units (“RSUs”) granted to You and that would have vested pro rata pursuant to Section 4(c)(i)(A) of the Company’s Executive Severance Plan effective as of January 1, 2019 (the “Severance Plan”), calculated based on the closing market price on the Termination Date, granted in exchange for cancelling such vested RSUs, to be paid in a lump sum payment (less applicable withholdings and deductions), within 60 days after the Termination Date.
f. provide You with outplacement assistance through Xxx Xxxxx Xxxxxxxx; provided activation occurs by April 1, 2020.
g. enter into the Consulting Agreement, attached to this Agreement as Exhibit A, entered into contemporaneously hereto.
Company Consideration. For and in consideration of the promises made by Xxxx in Paragraph 4 of this Agreement, Company agrees as follows:
(a) Company, on behalf of itself, its agents, successors and assigns, hereby irrevocably, forever and unconditionally releases, discharges, waives, and holds harmless Xxxx from each and every claim, cause of action, right, liability, or demand of any kind and nature, arising from, or relating to, Xxxx’x engagement or separation from engagement with Company. This general release is a full and final bar to any claims Company may have as of the Effective Date against Xxxx.
(b) Company also agrees that this Agreement does not, and shall not be construed to, constitute an admission by Xxxx of any violation of any federal, state or local statute or regulation, or any violation of any of Xxxx’x rights or of any duty owed by Xxxx to Company.
(c) Company agrees to pay Xxxx a total of $59,178 (consisting of accrued past pay for his employment since May 1, 2015) (the “Final Payment”) when the Company closes an equity financing transaction that (i) raises more than $1,000,000 in debt or equity financing and (ii) values the Company in an amount in excess of $8,500,000 (the “Triggering Transaction”). Upon the occurrence of a Triggering Transaction, the Company shall deliver the Final Payment to Xxxx within thirty days after the Closing of the Triggering Transaction.
(d) Upon the execution of this Agreement, Company agrees authorize the release of funds from its operating account to pay the following expenses and accounts payable. Amount Vendor Description $ 3,753.74 E. Will Gray II Expense Report dated August 13, 2015 $ 215.86 Suddenlink Internet and Cable $ 1,050.00 Xxxx Xxxxxxx Geological worked performed in June $ 350.00 American Registrar TA Monthly Fees $ 415.74 Xxxxx Sources Xxxxx Agent $ 785.47 Xxxxxx Xxxxxxxx Xxxxxxxx Partner Expense Reimbursement for Loan from Pacific Oil and Gas $ 824.46 Pacific Oil and Gas Fees associated with $99K Loan $ 1,322.25 112 Xxxxxxx South August Corporate Rent
(e) Company agrees to waive the Non-Competition provisions contained in Section 4.6 of Xxxx’x Employment Agreement, and Xxxx shall be free to operate within the industry and to pursue any and all business opportunities, including those opportunities Xxxx examined during his employment with the Company.
Company Consideration. A. The Company will pay Carrera his normal base pay from his position as General Manager from March 1, 1999 through February 29, 2000, as well as his usual benefits he received on a monthly basis as an employee. He will also continue to be provided with e-mail and voice mail (with appropriate "walls" and limited access, all for the Company's benefit) during the period of March 1, 1999 through February 29, 2000. Carrera may also use, during the March 1, 1999 through February 29, 2000 period, the Company's Dell computer provided to Carrera as an employee; but only for use off-Company premises. Carrera promises to return the Dell computer to the Company no later than March 6, 2000. Carrera will also continue to be able to use a Company cell phone he has been using. However, the Company is only paying for the basic cost of the phone, and for phone calls, up to a total of One Hundred and Fifty Dollars ($150.00) per month. Any sums above $150.00 per month are Carrera's responsibility and Carrera must reimburse the Company for those costs. Carrera promises to return said company cell phone no later than March 6, 2000.
X. Xxxxxxx will have, by February 29, 2000, 27,000 vested stock options, as an employee or a corporate insider (per applicable securities laws), under the 1997 Stock Incentive Plan. Per this Agreement, and consistent with the 1997 Stock Incentive Plan, Carrera shall have until and including February 29, 2000 in which to exercise the stock options. Carrera is advised that the 1997 Stock Incentive Plan has no three month, or any other, extension period such that, on February 29, 2000, all of Carrera's unexercised stock options plan become null and void, canceled and/or lapsed.
X. Xxxxxxx has 2,000 vested stock options, as a Director, under the 1997 Non-Employee Director's Stock Option Plan. Pursuant to the Non-Employee Director's Stock Option Plan, and this Agreement, Carrera shall have twelve (12) months, from the date in which he ceases to provide any services to the Company as a consultant or member of the Board of Directors. Carrera is advised that the 1997 Non-Employee Director's Stock Option Plan has no three month, or any other, extension period such that, at the end of the twelve (12) month period from the date in which he ceases to provide services as a consultant or member of the Board of Directors, all of Carrera's unexercised stock options under this plan become null and void, canceled and/or lapsed.
X. Xxxxxxx has 12,000 vested stock opti...
Company Consideration. You acknowledge and agree that the severance payments and benefits that you are entitled to receive in connection with the termination of your employment pursuant to Section 10(b) of the Employment Agreement, as set forth in the Separation Agreement, are being provided in exchange for the consideration You are providing under this Agreement and will only be payable to You if you execute this Agreement on or following the Separation Date, and this Agreement becomes effective and You do not revoke it.
Company Consideration. (a) In consideration and as material inducement to your signing of this Agreement, and in lieu of the “Severance Payments” as described in the Company’s Executive Severance Plan (the “Plan”), the Company will pay you cash severance payments equal to two (2) years of pay at your most recent base rate of pay, said amount to be paid in installments over two (2) years following your Final Employment Day (the “Severance Pay Period”) at regular intervals (no less frequently than monthly).
(b) By signing this Agreement, you waive all rights to the Severance Payments under the Plan in exchange for the consideration to be paid pursuant to Section 3(a) above. Subject to the foregoing sentence, this Agreement shall not affect your rights or obligations under the Plan.
Company Consideration. Provided that Employee has complied with the terms of the Agreement, including Employee’s obligation not to engage in activities or employment competitive with Company and/or NETGEAR activities during Employee’s employment, and has remained employed through June 15, 2020, and has executed and not revoked this Supplemental Release, then as consideration for this Supplemental Release, the Company agrees to the following:
(i) The Company shall pay Employee a lump sum of Fifteen Thousand Dollars ($15,000.00), less applicable withholding (the “Supplemental Payment”). The Supplemental Payment will be provided to Employee within ten (10) business days after Employee signs and returns this Supplemental Release, conditioned upon Employee not first revoking this Supplemental Release.
(ii) The following outstanding Company Options and Company RSUs (as defined in the Agreement) shall be vested as of the Effective Date: • 271,118 shares of Xxxx Common Stock (as defined in the Agreement) under outstanding Company Options, which shall be exercisable in accordance with the terms of the applicable Company Award Agreements and the Company Equity Incentive Plan (as defined in the Agreement) (for clarity, the Company has agreed to accelerate the vesting of 8,749 shares under the terms of this Supplemental Release); and • Company RSUs with respect to 43,216 shares of Xxxx Common Stock under outstanding Company Award Agreements and the Company Equity Incentive Plan (for clarity, the Company has agreed to accelerate the vesting of 43,216 Company RSUs under the terms of this Supplemental Release), which shall be settled within thirty (30) days following the Separation Date.
