Compensation During the Transition Period. Except as contemplated by Section 10(c), the Company shall not pay any fee to acquire the Business Manager or to internalize any of the functions provided by the Business Manager. The Company shall continue to compensate the Business Manager on the terms and conditions set forth in this Agreement throughout the Transition Period. In addition, the Company shall reimburse the Business Manager for: (x) costs and expenses the Business Manager has incurred on the Company’s behalf in connection with the Qualifying Internalization; and (y) costs and expenses the Business Manager incurs directly in connection with the Qualifying Internalization.
Compensation During the Transition Period. The Company shall not pay any internalization fee to acquire the Business Manager. The Company shall continue to compensate the Business Manager on the terms and conditions set forth in this Agreement throughout the Transition Period. In addition, Company, in its sole discretion, may agree to pay or reimburse the Business Manager for: (x) costs and expenses the Business Manager has incurred on the Company’s behalf in connection with the Qualifying Internalization; and (y) costs and expenses the Business Manager incurs directly in connection with the Qualifying Internalization.
Compensation During the Transition Period. During the Transition Period:
(a) the Linn Parties will continue to pay you your Base Salary pursuant to Section 3.1 of the Employment Agreement;
(b) you will continue to be entitled to the expense reimbursements and other benefits set forth in Section 4 of the Employment Agreement;
(c) you will not be entitled to any further bonus compensation pursuant to Section 3.2 of the Employment Agreement or otherwise, provided that, for the avoidance of doubt, the Linn Parties acknowledge that you will be entitled to retain any bonus compensation previously paid to you, including the bonus paid to you on January 12, 2018 in respect of 2017 performance (the payment and/or retention of which will not be used as the basis of any claim or action against you); and
(d) you will not be entitled to any further long-term incentive compensation awards pursuant to Section 3.3 of the Employment Agreement or otherwise, including, without limitation, pursuant to Section 4.1(c) of the Linn Energy, Inc. 2017 Omnibus Incentive Plan (the “Omnibus Plan”), provided that, for the avoidance of doubt, with respect to the awards previously granted to you under the Omnibus Plan or directly or indirectly under the Linn Energy Holdco LLC Incentive Interest Plan, the Linn Parties acknowledge that you will continue to be eligible to vest in accordance with, and subject to, the terms of such awards. You agree that no “Change in Control” or “Change of Control” or other similar term has occurred through the date of this Agreement for purposes of your Employment Agreement, the Omnibus Plan, any equity award agreements, or any other agreement governing the terms of any equity awards or units held by you (collectively, the “Governing Documents”), and you agree that the Spinoff and any related transactions will not constitute a “Change in Control” or Change of Control” or other similar term under the terms of any of the Governing Documents. You further agree that within 5 business days of the date hereof, you will convert all of your Class A-2 Units of Linn ManagementCo or Linn Energy Holdco LLC you may then own (whether vested or unvested) into shares of Linn Energy common stock in accordance with the “Conversion Procedures” set forth in the Amended and Restated Limited Liability Company Operating Agreement of Linn Energy Holdco LLC, dated as of June 19, 2017 (the “Conversion”).
Compensation During the Transition Period. Provided the Officer complies with the terms of this Agreement and the terms of the Noncompete Agreement, the Officer, or the Officer's estate in the event of the Officer's death, will receive during the Transition Period compensation and cash in lieu of employee benefits as provided on Exhibit 5(a), attached hereto and incorporated herein by this reference.
Compensation During the Transition Period. During the Transition Period, you shall continue to receive a base salary, in accordance with the Company’s payroll procedures (the “Base Salary”). Your Base Salary during the Transition Period shall be calculated as follows: (i) during the Initial Advisory Period, your Base Salary will be equal to your salary as in effect immediately prior to the date hereof (i.e., rate of $1,000,000 per year) and (ii) following the Initial Advisory Period, your Base Salary shall be paid at the rate of $58,240 per annum. You also will continue to vest in your currently- outstanding equity awards of the Company during the Transition Period, subject to the terms of the applicable Company equity plan and your equity award agreements. For the avoidance of doubt, your provision of Services and agreed-upon continued employment with the Company under this Agreement is sufficient to meet any and all employment, service provider or similar criteria in such equity plan and award agreements. Any equity awards that have not vested as of the end of the Transition Period shall be permanently forfeited. In all other respects, the exercise of your vested options and the other terms of your outstanding equity awards shall continue to be governed by the terms and conditions of the applicable Company equity plan and equity award agreements. During the Transition Period, you shall remain subject to the Company’s Xxxxxxx Xxxxxxx Policy, including provisions that require certain persons to preclear transactions in Company securities and limit trading to open window periods, subject to certain exceptions. As of the Transition Date, you will no longer be considered a Section 16 officer, and your obligations regarding your equity shall change accordingly and the Company will provide you information regarding the implications of that status change. Additionally, you confirm that, as of the date hereof and to your knowledge, you are not aware of any reason why you would not be able to sign the Q3 FY21 10-Q and make the applicable Q3 FY21 10-Q certifications. You also confirm that, as of the date hereof and to your knowledge, you are not aware of any reason why, were you to remain Chief Financial Officer through the date of filing thereof, you would not be able to sign and make the applicable FY21 10-K certifications. Finally, you agree that you will inform the Company promptly if at any time before the filing of the FY21 10-K you become aware of any reason why, had you remained Chief Financial Offi...
Compensation During the Transition Period. During the Transition Period, Sierra Monitor will pay Executive as compensation for his services a base salary at the annualized rate of $250,000 (the “Base Salary”). The Base Salary will be paid periodically in accordance with Sierra Monitor’s normal payroll practices and be subject to the usual, required withholding.
Compensation During the Transition Period. You will be eligible to earn the salary, compensation and benefits as set forth in the revised Exhibit D attached to this letter during the Transition Period.
Compensation During the Transition Period. During the Transition Period, Employee will continue to be paid his base salary at the current rate, but will not be eligible for a 2023 bonus or any additional equity incentive awards.
Compensation During the Transition Period. During the Transition Period, Executive shall continue to receive his base salary and benefits as currently in effect, subject to applicable tax withholdings and other required withholdings. The Parties agree that (i) Executive shall continue to accrue vacation pay through and including the Employment Termination Date; (ii) as of today, Executive has 120 accrued and unused hours of vacation pay from Executive’s 2021-2022 employment anniversary year; and (iii) Executive shall receive all accrued and unused vacation pay, including the aforementioned 120 accrued and unused hours of vacation pay from Executive’s 2021-2022 employment anniversary year, as part of Executive’s regular paycheck following the Employment Termination Date, subject to applicable tax withholdings and other required withholdings.
Compensation During the Transition Period. During the Transition Period, the Company will continue to pay Executive as compensation for his services his current base salary at the annualized rate of $496,947.00 (the “Base Salary”). The Base Salary will be paid in accordance with the Company’s normal payroll practices and be subject to the usual, required withholding.
