CONSIDERATION FROM THE COMPANY. A. In consideration for ______'s willingness to enter into this Agreement and to serve in certain capacities for the Company from time to time, the Company will (i) pay to ______ an annual fee, paid in accordance with the Company's payroll policies, of $_______, subject to annual adjustments in the discretion of the Compensation Committee; (ii) pay to _____ an annual bonus, determined in the sole discretion of the Compensation Committee, of up to 100% of the annual fee set forth in clause (i), as may be adjusted from time to time; and (ii) accelerate the vesting of any outstanding options granted to _____ pursuant to the Company's 2004 Incentive Stock Plan to the date upon which ______ either fails to be nominated for re-election to the Board of Directors of the Company or fails to be re-elected to the Board of Directors by the Company's stockholders; provided, however, that ______'s unwillingness to stand for re-election shall not cause the acceleration of vesting of any options pursuant to this Agreement.
B. The Company would not have continued its relationship with _______ but for ________ entering into this Agreement.
C. acknowledges and agrees that the foregoing consideration from the Company is sufficient and valid consideration to support ________'s obligations in this Agreement.
CONSIDERATION FROM THE COMPANY. The Company will pay Executive severance pay and provide those other benefits on the terms and conditions expressly set forth in the Employment Agreement dated March 26, 2014, as such agreement may have been amended (attached as Exhibit 1) (the “Employment Agreement”), provided Executive has signed this Agreement prior to expiration of the Consideration Period (defined below), Executive has not revoked this Agreement before expiration of the Revocation Date (as defined in Section V.C. below), Executive has returned all Company property and information as required by Section III.E. below, and Executive complies with all confidentiality requirements in this Agreement (“Payment Conditions”).
CONSIDERATION FROM THE COMPANY. Within 15 business days of the Company’s receipt of this fully executed Agreement, assuming the Agreement has not been revoked, the Company will pay Employee severance in the amount specified by Section 5(c) of the Employee’s Employment Agreement with the Company (less applicable taxes, if any).
CONSIDERATION FROM THE COMPANY. Provided Employee complies with all requirements in this Agreement, including but not limited to his obligations of confidentiality, noncompetition, and nonsolicitation, and provided Employee re-signs this Agreement within two (2) days after the Termination Date, the Company will pay Employee severance pay equal to (collectively, the “Separation Payment”): (i) nine months of current base pay, less applicable taxes and withholdings, paid on regular payroll pay dates beginning on the first regularly scheduled payroll date after the Termination Date; and (ii) for the seven month period beginning July 1, 2018, and provided Employee timely elects continuation coverage pursuant to the Consolidated Omnibus Budget Reconciliation Act (“COBRA”), the Company will deduct Employee’s contributions from the Separation Payment on an after-tax basis for the portion of the Employee’s COBRA premium reflecting the same amount as had been deducted from Employee’s pay as of the Termination Date (the Employee’s share of the premium for active group health coverage) and the Company will contribute the same amount it had contributed to such benefits as of the Termination Date (reflecting the Company’s share of the premium for active group health coverage). Employee will be entitled to the benefits set forth in this Paragraph, provided he complies with the conditions set forth in this Agreement, regardless of whether Employee becomes employed by another entity or provides services to another entity during the period in which Employee receives such benefits.
CONSIDERATION FROM THE COMPANY. In consideration for your releases and covenants set forth in this Release, the Company agrees that upon the expiration of the revocation period described in Paragraph 18 below and with no revocation on your part of this Release, the Company will provide you with the following, which you acknowledge is more than you would receive if you chose not to sign this Release:
a. Sxxxxxxxx xxx at your current regular rate of pay, paid at regular payroll intervals and subject to normal tax withholding through January 4, 2000; provided, however, that you will not earn or accrue any bonus, vacation pay, sick pay, pension or retirement credit, or any other benefits during the period in which you are receiving severance pay; 2
b. Pursuant to the terms of Consolidated Omnibus Budget Reconciliation Act (COBRA), you are eligible for and may elect to continue health care coverage under the Company's group health plan, payments for such health care coverage to be provided at the Company's expense until January 4, 2000, and thereafter at your expense;
c. Outplacement assistance with an acceptable executive outplacement firm for twelve (12) months after the Separation Date, or until you obtain other employment deemed comparable by the Company, whichever occurs first, with the total cost to the Company not to exceed $25,000.
d. 4,000 of your restricted shares of CUNO common stock will be held by the Company until their vesting on July 8, 2001, at which time, so long as you have not breached any term of this Release, such shares will be distributed to you; the remaining 3,146 of your restricted shares of CUNO common stock will be forfeited.
e. Your 10,000 Performance Shares granted on September 26, 1996, shall be prorated based upon the financial performance of the Company as of October 31, 1998, (two of the three-year performance cycle), and the prorated earned Performance Shares shall be held by the Company until a distribution is made to the other 1996 grant participants who did not terminate prior to the end of the three-year-performance period, with such Performance Shares distributed to you so long as you are not in breach of any term of this Release.
f. Your 6,500 vested Non-Qualified Stock Options, awarded under the CUNO Incorporated 1996 Stock Incentive Plan, in which you were a participant, shall remain exercisable pursuant to the terms of the Plan until April 4, 1999, at which time any options not exercised shall be forfeited irrevocably by you.
g. Car allowance payme...
CONSIDERATION FROM THE COMPANY. As new consideration to which you are not otherwise entitled, and in exchange for your signing and returning to the Company and not revoking the First Release and the Second Release, the Company will provide you with the following consideration (with the items listed in this Section 5 collectively constituting your “Severance Package”):
CONSIDERATION FROM THE COMPANY. Provided Employee complies with all requirements in this Agreement, the Company will pay Employee severance pay equal to (collectively, the “Separation Payment”) _____ months of Employee’s current base pay, less applicable taxes and withholdings, paid on regular payroll pay dates beginning on the first regularly scheduled payroll date after the Termination Date.
CONSIDERATION FROM THE COMPANY. In consideration of the promises made in this Agreement, the Company agrees to pay Employee severance pay in the gross amount of $185,625.00 (the "Severance Payment"). The Severance Payment shall be paid in a lump sum but shall not be due and payable until five business days after the revocation period has passed (see Section 13 below) without revocation being exercised by Employee. The Severance Payment will be reduced for appropriate deductions for federal, state and local income taxes and social security taxes and any other deductions authorized by Employee. Company makes no representation as to the tax consequences or liability arising from the Severance Payments. Moreover, the Parties understand and agree that any tax consequences and/or liability arising from the payment to Employee shall be the sole responsibility of Employee. To this extent, Employee acknowledges and agrees that he will pay any and all taxes which may be determined to be due in connection with the payment of the Severance Payment described in this section. Employee further acknowledges and agrees that the Severance Payment constitutes consideration that is in addition to anything of value to which Employee would have been entitled absent his signing and not timely revoking this Agreement, and that other than through the Agreement, Employee is not otherwise entitled to the Severance Payment.
CONSIDERATION FROM THE COMPANY. The total purchase price for all of the Shares and Options shall be Two Hundred Sixty-Two Thousand Five Hundred Dollars ($262,500.00) (hereafter referred to as the "Purchase Price"). As full payment for the transfer of the Shares and Options by Xxxxx to the Company, the Company shall deliver, at the Closing, in accordance with the provisions of Article VII, Section 7.3, the following: Immediately available funds in the form of a Certified or bank Cashier's check payable to the order of Xxxxx in the amount of Two Hundred Sixty-Two Thousand Five Hundred Dollars ($262,500.00).
CONSIDERATION FROM THE COMPANY. In exchange for Feingold's release of the Company from any past, present, and future obligations, whether monetary or otherwise, owed by the Company to Feingold, including any such past, present or future obligations owed by the Company to Feingold relating to the Disputed Matters, the Company shall pay to Feingold or provide for Feingold the following:
