Compensation During Transition Period. Subject to Executive’s compliance with all the terms and conditions of this Agreement, during the Transition Period, the Company will pay Executive a base salary of forty thousand dollars ($40,000) per annum, less standard deductions and withholdings required by law or directed by Executive, and maintain Executive’s health care allowance for herself and her covered family memb\''',,jjers, subject to the terms and conditions of the applicable benefit plans or programs. Executive will be paid on the regular payroll dates of the Company.
Compensation During Transition Period. During the Transition Period, the Company will pay Executive his base salary currently in effect immediately before the Date of Transition, which salary shall be payable on the Company's regular payroll schedule. The Company will also reimburse Executive for reasonable out-of-pocket expenses incurred by Executive in performing the Transition Services in accordance with the applicable expense reimbursement policies of the Company as in effect from time to time; provided that Executive has received prior written or emailed approval from the Company’s Chief Executive Officer (or the Chief Executive Officer’s designee) for either the specific expense or for the reimbursement of reasonable expenses for the project or task to which the expenses relate.
Compensation During Transition Period. Provided that Executive complies with the terms of this Agreement, Executive will receive the following:
a. base salary through the Transition Period at its present level paid in accordance with the Company’s normal payroll process;
b. full executive benefits for Executive, his spouse and their dependents under the Company’s group health and other benefit arrangements at the current level and rates through the Transition Period;
c. year 2004 cash bonus payable, if at all, at the same time as bonus payments are made to the other bonus plan participants, which cash bonus shall be calculated pursuant to the terms of the 2004 Self-Funding Annual Bonus Plan, provided however, that the personal performance factor to be used in the Executive’s bonus calculation will not be less than personal performance factor used for the Executive in 2003; and
d. upon Executive’s execution of this Agreement, pursuant to the Company’s 2000 Stock Award Plan (“2000 Award Plan”), the Company will grant to Executive a non-qualified stock option to purchase 100,000 shares of the Company’s common stock at a per share exercise price equal to the fair market value of such shares (defined as the average of the high and low sales prices as reported on the NASDAQ Stock Market) on the date of the grant (the “2004 Option”); which options shall vest in full on December 31, 2004 provided that (i) Executive does not exercise his right of revocation as set forth in paragraph 13 of this Agreement, and (ii) Executive has complied with this Agreement and has continuously been an employee of the Company from the date of this Agreement through December 31, 2004. Notwithstanding the generality of the foregoing sentence, the 2004 Option shall immediately lapse if the Executive’s employment with the Company ceases for any reason prior to December 31, 2004 other than due to a “change of control” (as defined in Section 6.4.3 of Executive’s terminated employment agreement, which is incorporated herein only for purposes of defining a “change of control”). Executive (or his personal representative) must exercise the 2004 Option, if ever, on or before December 31, 2009. The Company’s obligations to provide the compensation stated above in subparagraphs 4(a) – 4(d) shall not be relieved or diminished by the death or disability of Executive during the Transition Period.
Compensation During Transition Period. As compensation for the services to be rendered by the Executive to the Company during the Transition Period, the Executive shall be paid the following compensation and benefits:
(i) For the period commencing on the Effective Date of this Agreement and ending on the Last Day of Service, the Company shall continue to pay to Executive his base salary at the rate of $675,000 USD per year, payable in accordance with the Company’s usual pay practices (and in any event no less frequently than monthly).
(ii) The Executive will remain eligible to receive his annual bonus for any completed fiscal year during the Transition Period based on the same annual target bonus, subject to Executive’s continued employment through the date of any annual bonus payment and subject to the terms and conditions of the applicable bonus plan.
(iii) The Executive shall be entitled to continue to participate in benefits under the Company’s benefit plans and arrangements, subject to and on a basis consistent with the terms, conditions and overall administration of such plans and arrangements.
(iv) During the Transition Period, Executive will continue to accrue vacation or paid time off (“PTO”) in accordance with Company policy.
(v) During the Transition Period, the Executive’s RSUs, PSOs and PSUs (each as defined below) granted by the Company shall continue to vest in accordance with the terms of the award agreements and the equity plan pursuant to which such equity awards were issued. Upon the Last Day of Service, the Executive’s outstanding equity awards will cease vesting and any unvested equity awards shall terminate, unless otherwise provided in Section 2(b) below.
Compensation During Transition Period. During the Transition Period, as Employee's sole compensation and consideration for Employee's services and responsibilities as set forth in Section 3(a), NLCI will pay Employee, and Employee will accept, only such compensation and benefits as are expressly itemized in this Section 4:
Compensation During Transition Period. You will continue to be paid at your current base salary rate throughout the Transition Period.
Compensation During Transition Period. As compensation for services performed as Special Advisor during the Transition Period, subject to you honoring all of your obligations under this Letter Agreement, you will be paid an annualized base salary equal to $668,226.50, paid in regular payroll installments (commencing on the first regular payroll date after April 19, 2024) and subject to applicable taxes and withholding (the “Special Advisor Payment”). You will be eligible for a bonus under the existing annual cash bonus plan for 2024, which will be prorated based on your period of service during 2024 as Executive Vice President and Chief Human Resources and Legal Officer. The bonus will be paid when 2024 bonuses are generally paid to senior executives of the Company. You are not eligible to receive a bonus based on your service as Special Advisor. While serving as Special Advisor, you will remain eligible to participate in and receive benefits from the Company’s welfare benefit plans (e.g., medical, dental, and vision) provided you continue to satisfy the applicable eligibility requirements for such benefits during this period. You will be permitted to make contributions to the Company’s Benefits Restoration Plan and the Company’s Retirement Savings Plan. Additionally, on April 20, 2026, provided there has been no Cooperation Failure or Recoupment Outcome, each as defined herein, prior to such date, you will be paid an additional separation payment of $334,113.25, less required tax withholdings and authorized deductions (the “Additional Payment”, together with the Special Advisor Amount, the “Transition Compensation”), subject to you honoring all your obligations under this Letter Agreement.
Compensation During Transition Period. Subject to Employee’s execution and non-revocation of this Agreement and, with respect to Sections 1(c)(ii) and (iv) below, the Affirmation of Separation, Consulting and General Release Agreement (“Affirmation”) attached as Exhibit A hereto, and subject further to Employee’s continued employment through September 30] 2023 or the earlier termination of Employee’s employment by the Company without Cause (as defined in the Fifth Amended and Restated U.S. Silica Holdings, Inc. 2011 Incentive Compensation Plan (the “Equity Plan”), and Employee’s compliance with all obligations under this Agreement, the Affirmation and all restrictive covenants, including non-competition, non-solicitation, inventions and confidential information obligations contained in additional existing agreements between Employee and Company (the “Restrictive Covenants”), Employee will be entitled to receive from the Company the following during the Transition Period:
Compensation During Transition Period. During the Transition Period, the Company agrees to pay the Employee, in lawful money of the United States of America, his base compensation as in effect as of the President Termination Date which is semi-monthly payments at an annual rate of $168,000, less all lawful deductions. The Employee shall not be entitled to receive any bonus or other incentives generally available to the Company's employees and management. Such payments shall be made by automatic direct deposit, subject to all applicable federal, state and local withholdings. The Employee agrees that he shall be responsible for all of the Employee's federal, state and local tax assessments, if any, associated with these payments and further agrees to indemnify and hold harmless the Company for any tax assessment, penalty, or other costs, if any, associated with the Employee's taxes for this payment.
Compensation During Transition Period. During the Transition Period, the Company will pay Executive his base salary currently in effect immediately before the Date of Transition (without giving effect to the current 30% reduction beginning October 1, 2020), which salary shall be payable on the Company's regular payroll schedule. The Company will also reimburse Executive for reasonable out-of-pocket expenses incurred by Executive in performing the Transition Services in accordance with the applicable expense reimbursement policies of the Company as in effect from time to time; provided that Executive has received prior written or emailed approval from the Company’s Chief Executive Officer (or the Chief Executive Officer’s designee) for either the specific expense or for the reimbursement of reasonable expenses for the project or task to which the expenses relate.
