Consideration and Other Terms of Separation. Provided that Executive executes this Agreement and complies with its terms, and does not commit a material breach of this Agreement, as described in Section 7 below:
Consideration and Other Terms of Separation. Effective as of the Separation Date, Executive resigns from all positions as an executive, officer, employee or director of the Company and all of its parents, subsidiaries and affiliates, and Executive shall cease to be the Chief Financial Officer of the Company or any of its parents, subsidiaries and affiliates as of March 1, 2024. Provided that Executive executes this Agreement and complies with its terms, and does not commit a material breach of this Agreement, as described in Section 12 below:
x. Xxxxxxxxx Payment. Executive shall be paid an amount in cash equal $3,700,000, subject to applicable deductions and withholdings required by applicable law (the “Total Cash Severance”). The Total Cash Severance shall be payable in the form of installments over a period of twenty-four months on Viatris’ normal payroll dates; provided, however, that installments payable for the first six (6) months following the Separation Date shall be withheld and paid in a lump sum on the first regularly scheduled Company payroll date occurring after the six-month anniversary of the Separation Date.
Consideration and Other Terms of Separation. Effective as of the Separation Date, Xxxxxxxxx shall resign from all positions as an executive, officer or employee of the Company and all of its subsidiaries, and he shall cease to be Chief Legal Officer of the Company. Provided that Xxxxxxxxx does not revoke his acceptance of this Agreement during the seven (7) day revocation period identified in Section 24 below and does not commit a material breach of this Agreement, as described in Section 12 below:
a. In exchange for the Consulting Services (as defined in Section 7), the Company agrees to pay Xxxxxxxxx an amount equal to six hundred thousand dollars ($600,000) in equal monthly installments ($50,000 per month) during the one-year Consulting Period (as defined in Section 7). Each installment shall be paid no later than fifteen (15) days after the end of each calendar month during the Consulting Period (i.e., May 15th, June 15th, July 15th, etc.), in each case less applicable deductions and withholdings.
b. Subject to Xxxxxxxxx’x provision of the Consulting Services until the end of the Consulting Period (except as provided in Section 7(f)) and his not committing a material breach of this Agreement, on March 15, 2020, and notwithstanding any prior regular vesting dates, Xxxxxxxxx will become vested in the restricted stock units set forth on Schedule A of this Agreement. All other unvested awards granted under the 2003 Long-Term Incentive Plan, as amended, will be forfeited as of the Separation Date.
c. Pursuant to Section 9(f) of the Employment Agreement, the Company agrees to pay Xxxxxxxxx an amount equal to eight hundred thousand dollars ($800,000) within thirty (30) days of the Separation Date, less applicable deductions and withholdings.
x. Xxxxxxxxx’x group benefits shall cease at the end of the month of the Separation Date (meaning April 30, 2019); provided that Xxxxxxxxx shall remain entitled to the Continuation Benefits as defined in Section 9(a)(iii) of the Employment Agreement in accordance with, and subject to, the terms and conditions of, Section 9(f) of the Employment Agreement.
e. Subject to Xxxxxxxxx’x provision of the Consulting Services until the end of the Consulting Period (except as provided in Section 7(f)) and his not committing a material breach of this Agreement, on April 2, 2020, or as soon as practicable thereafter, and notwithstanding any prior regular vesting dates, the Company will pay Xxxxxxxxx the value of the unvested balance of his 401(k) plan and 401(k) restoration plan...
Consideration and Other Terms of Separation. Effective as of the Separation Date, Executive resigns from all positions as an executive, officer, employee or director of the Company and all of its parents, subsidiaries and affiliates, and Executive shall cease to be the Chief Executive Officer of the Company or any of its parents, subsidiaries and affiliates. Notwithstanding the foregoing, Executive hereby resigns from the Board of Directors of the Company (the “Board”) as of the date hereof, regardless of the Effective Date of this Agreement for all other purposes. Executive acknowledges and agrees that his separation from the Company, including his resignation from the Board, is not because of a disagreement with the Company, including in his capacity as a member of the Board, on any matter relating to the operations, policies or practices of the Company. Provided that Executive executes this Agreement and complies with its terms, and does not commit a material breach of this Agreement, as described in Section 12 (e.g., Confidentiality, Non-Competition, Non-Solicitation) below:
a. Separation Payment. Executive shall be paid an amount equal to $8,125,000, subject to applicable deductions and withholdings required by applicable law (the “Total Cash Separation Payment”). The Total Cash Separation Payment and other payments pursuant to this Agreement are expressly conditioned on Executive’s compliance with the terms and conditions of this Agreement. The Total Cash Separation Payment shall be payable in the form of installments over a period of two and a half (2.5) years on Viatris’ normal payroll dates; provided, however, that installments payable for the first six (6) months following the Separation Date shall be withheld and paid in a lump sum on the first regularly scheduled Company payroll date occurring after the six-month anniversary of the Separation Date. For the avoidance of doubt, the Total Cash Separation Payment represents payment in respect of your separation from employment and your obligations hereunder and does not represent wages for prior service.
Consideration and Other Terms of Separation. Effective as of the Separation Date, Executive shall resign from all positions as an executive, officer, employee or director of the Company and all of its parents, subsidiaries and affiliates, and Executive shall cease to be the Chief Financial Officer of the Company or any of its parents, subsidiaries and affiliates. Provided that Executive executes this Agreement and complies with its terms (including the Second Release requirement pursuant to Section 4 below), and does not commit a material breach of this Agreement, as described in Section 12 below:
x. Xxxxxxxxx Payment. Executive shall be paid (i) an amount equal to $800,000 and (ii) solely in the event the Closing occurs, an amount equal to the amount specified in Section 5 of the Transition and Succession Agreement less the amount set forth in clause (i) (approximately $5,753,800), in each case, in a lump sum on the first business day after the date that is six months following the Separation Date (or, in the case of the amount specified in clause (ii), if later, as soon as practicable following the Closing Date), subject to applicable deductions and withholdings required by applicable law.
