Consideration; Acknowledgements a. In connection with the cessation of the Executive’s employment, and in consideration of the Executive’s execution of this Agreement, and this Agreement becoming irrevocable in accordance with its terms, the Company will (1) continue to pay Executive’s base salary (at the rate of $386,250) for the twelve (12) month period following the Termination Date, (2) in satisfaction of any and all bonus amounts payable to Executive, make a lump sum payment to Executive of $104,287.50 and (3) waive in the entirety the medical insurance premiums under COBRA until the earlier of the first anniversary of the Termination Date and the date Executive becomes eligible for medical benefits through another employer. The payment described in this Section 2 shall commence as soon as administratively feasible following the date that this Agreement becomes irrevocable, provided that the Company will pay Executive in a single lump sum payment the payments that Executive would have received between the Termination Date and the date this Agreement becomes irrevocable, with the balance of the payments to be paid as originally scheduled. The Company shall also pay Executive his accrued but unused vacation time (i.e. ten (10) days) no later than the second payroll date of the Company occurring after the Termination Date.
b. Executive acknowledges that: (1) he has no entitlement or rights under any severance or similar arrangement maintained by the Company or any of its affiliates, and (2) except as otherwise provided specifically in this Section 2 of this Agreement, the Company and its affiliates do not and will not have any other liability or obligation to the Executive, including under the Employment Agreement. The Executive further acknowledges that, in the absence of his execution of this Agreement, the payments specified in this Section 2, would not otherwise be payable. Executive further acknowledges and agrees that all incentive equity awards made by the Company to Executive, including without limitation any options to purchase Common Stock of the Company, shall cease to vest as of the Termination Date and no portion of any options that are not exercisable as of the Termination Date shall thereafter become exercisable, regardless of any service or availability of Executive to the Company following the Termination Date.
Consideration; Acknowledgements. 1.1. The parties acknowledge and agree that the Executive’s employment with the Company Entities will terminate on the Termination Date. The Executive hereby resigns any and all officer and director positions with the Company Entities effective on the Effective Date. In accordance with the Employment Agreement, and in connection with the termination of the Executive’s employment, and in consideration of the Executive’s execution of this Release and the Second Release (as defined below), the Company will:
1.1.1. continue to pay Executive his base salary at the annual rate of $700,000 through July 10, 2013 and thereafter for a period of twelve months, such salary continuation payments to be made in bi-weekly installments; and
1.1.2. pay Executive an aggregate amount equal to $500,000 in satisfaction of the payment provided for in Section 5(d)(ii) of the Employment Agreement, such payment to be made in twelve equal monthly installments over the twelve-month period commencing on the Termination Date (the “Severance Period”); and
1.1.3. for the duration of the Severance Period, if the Executive elects to receive continuation coverage under the Company’s group health plans pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”), Executive shall be entitled to the monthly waiver by the Company of the COBRA premium costs of medical, prescription, dental and vision coverage, as applicable, under the Company’s group health plans (as in effect from time to time) for the Executive and, to the extent permitted under COBRA, the Executive’s spouse and eligible dependents, in the monthly amount paid by the Company towards the group health coverage of active Company employees; and
1.1.4. for the duration of the Severance Period, continue to pay the monthly premiums (or otherwise reimburse the Executive for the cost of such premiums) applicable to the Executive’s life insurance coverage as in effect on the Termination Date; and
1.1.5. continue to pay Executive his car lease or car allowance (as applicable) through July 10, 2013 and thereafter for a period of twelve months, at the monthly rate of $2,000; and
1.1.6. cause any stock options previously granted to the Executive which are vested as of the Termination Date to remain exercisable until the earliest to occur of: (i) the one year anniversary of the Termination Date, (ii) the otherwise applicable expiration date of the applicable stock option, or (iii) the ten year anniversary of the date of gr...
Consideration; Acknowledgements. 2.1. The Executive will be entitled to receive a special cash bonus from the Company in respect of the Company’s 2008 fiscal year of up to US$ 219,113, based on the Company’s and the Executive’s performance for such fiscal year under the Company’s 2008 Executive Bonus Plan (assuming the Executive achieved the highest possible rating under such plan during such period and assuming the same level of financial goal achievement as applies to other executives under the 2008 Executive Bonus Plan). Such bonus payable under this Section 2.1 will be paid on April 1, 2009 and will be subject to withholding by the Company for all applicable taxes.
2.2. The Executive acknowledges that, other than the Options, he does not hold any options to acquire capital stock of the Company or its affiliates.
2.3. The Options are presently vested and exercisable with respect to 70% of the shares subject thereto (351,261 shares and 1,599,795 shares, respectively), including those portions of the Options described in Section 5(a)(iii) of each Option Agreement. The Executive acknowledges that the post-termination exercise of the portions of the Options discussed in this paragraph continue to be governed by Section 7 of the Company’s 2007 Equity Incentive Plan (the “Plan”).
Consideration; Acknowledgements. 2.1. In consideration of the Executive’s release of all claims and the Executive’s other covenants and agreements contained herein, and provided that this Agreement has not been revoked or otherwise breached in any material respect by the Executive as of the eighth (8th) day following the Executive’s execution of this Agreement (including, but not limited to, the Executive’s execution with respect to the release provisions of Section 3 hereof), the Company agrees to treat the Executive’s resignation hereunder as if the Executive had terminated his employment with the Company for “Good Reason” pursuant to Section 3(c) of the Employment Agreement, the Executive shall be deemed to have complied with the notice and other provisions of Section 3(d) of the Employment Agreement, and the Executive shall be entitled to receive severance benefits in the amount of $2,800,000.00, less any amounts for Federal, state, local or foreign taxes required to be withheld pursuant to any applicable law or regulation, which the parties acknowledge represents an amount equal to the value of the benefits described in Section 4(a) of the Employment Agreement, which, subject to Section 2.7 hereof, shall be payable in a lump sum as soon as practicable following the Effective Date (as defined in Section 3.3.6 hereof).
2.2. On the Separation Date, the Executive shall be awarded the title of Chairman Emeritus of the REIT, which he shall be entitled to retain until a resolution or consent is adopted by the REIT’s Board of Directors of the Company removing such title from Executive, which shall not occur prior to the second anniversary of the Separation Date; provided, that Executive does not breach the terms of this Agreement in any material respect (after at least 15 days’ notice and opportunity to cure), and, provided further, that such title does not entitle Executive to any authority or responsibility with respect to the management or operations of the Company.
2.3. The Company shall enter into a Consulting Agreement with the Executive, substantially in the form attached hereto as Appendix A. Notwithstanding any early termination or breach by either party of such Consulting Agreement, the mutual general release set forth in Section 3, below, shall remain in full force and effect.
2.4. Commencing on the Separation Date and continuing for so long as Executive retains the title of Chairman Emeritus of the REIT, the Executive shall be entitled to a payment of $750,000.00 per year, payabl...
