In consideration for Xx. Xxxxxxxx'x services to the Bank during the time period in which this Agreement is effective, Xx. Xxxxxxxx is receiving a base salary of Four Hundred Fifteen Thousand Dollars ($415,000.00) per annum to be paid in equal installments as per the Bank's salary administration program every two (2) weeks, and subject to annual review and increases at the discretion of the Executive Compensation and Benefits Committee of the Board, the Board or any other committee constituted by the Board for this purpose (as applicable, the "Committee"). Annual base salary shall be competitive with the annual base salaries for comparable executive positions at banks of similar size and focus, as determined at the discretion of the Committee.
In consideration for Xx. Xxxxxx'x resignation and the other promises contained in this Agreement, commencing as of May 12, 2008 and concluding on April 30, 2011 (the "Payment Period"), Prospect shall make payments to the Terner Family Trust dated December, 1997 ("TFT") as follows:
(i) For the twelve (12) month period commencing on May 1, 2008 and ending on April 30, 2009, Prospect shall pay to TFT the sum of $19,361.10 per month, paid on the last business day of each month.
(ii) For the twenty four (24) month period commencing on May 1, 2009 and ending on April 30, 2011, Prospect shall pay to TFT the sum of $42,694.45 per month, paid on the last business day of each month.
In consideration for Xx. Xxx procuring KGDL to transfer and KGDL transferring the Kamui Shares to Kamui HK, the Company agrees to allot and issue one hundred (100) Consideration Shares, free from any Encumbrances and together with all rights, benefits and entitlements now and hereafter attaching thereto as at the Completion Date and thereafter, to Smart Wealthy Investment Limited (“BVI-A”), a company incorporated in the British Virgin Islands which is wholly-owned and the allotee of the Consideration Shares designated by Xx. Xxx.
In consideration for Xx. Xxxxx'x promises and covenants in this Agreement, the Employer agrees:
a. to pay Xx. Xxxxx'x current salary through the Termination Date.
b. to pay Xx. Xxxxx, in accordance with the formula set forth in the Employment Agreement dated November 5, 1999 between Xx. Xxxxx and the Employer (the "Employment Agreement"), the amount of $670,341.00 (less required withholding), within fifteen (15) days after the Termination Date;
c. to pay Xx. Xxxxx for accrued, but unused, vacation upon the Termination Date; and
d. to pay Xx. Xxxxx the Annual Incentive Payment (less required withholding) pursuant to paragraph 1.4(b) and 1.6(c) of the Employment Agreement (which sections, as modified by this paragraph 2, are incorporated herein by reference) promptly after the amount of such payment is determined, if such payment is earned in accordance with the terms of its grant; provided, however, it is specifically understood and agreed by the parties hereto that Xx. Xxxxx will not be eligible to participate in the annual incentive plan approved by the Compensation Committee of Parent's Board of Directors for fiscal 2002.
In consideration for Xx. Xxxxxx'x services:
(a) The Corporation is granting to Xx. Xxxxxx an option to purchase 175,000 shares of the Corporation's common stock contemporaneously with the execution and delivery of this letter agreement.
(b) During the Advisory Period, the Corporation will pay Xxxxxx a fee at the rate of $500,000 per year, payable in equal monthly installments on the first day of each month beginning May 1, 1999.
In consideration for Xx. Xxxxxx’x execution and non-revocation of this Agreement and General Release (“Agreement”) and her full compliance with the promises and obligations contained in this Agreement (specifically including, but not limited to the obligations set forth in Paragraphs 6, 8 and 9 set forth below), Kimco agrees:
In consideration for Xx. Xxxxxxxx VARAGNE’s undertaking, AGZ HOLDING undertakes to pay him a gross amount of one million Euros (1,000,000 €) as an all inclusive lump sum settlement amount which includes any amount payable under his severance agreement (the amount of which is 573,721 €) and additional consideration for Xx. Xxxxxxxx VARAGNE’s undertakings below.
In consideration for Xx. Xxxxxxxxx'x promises and covenants in this Agreement, the Employer agrees:
a. to pay Xx. Xxxxxxxxx'x current salary through the Termination Date.
b. to pay Xx. Xxxxxxxxx, in accordance with the formula set forth in the Employment Agreement dated November 12, 1999 between Xx. Xxxxxxxxx and the Employer (the "Employment Agreement"), the amount of $546,849.11 (less required withholding), within fifteen (15) days after the Termination Date;
c. to pay Xx. Xxxxxxxxx for accrued, but unused, vacation and personal days upon the Termination Date;
In consideration for Xx. Xxxxx'x promises and covenants in this Agreement, the Employer agrees:
a. to pay Xx. Xxxxx'x current salary through the Termination Date.
b. to pay Xx. Xxxxx an amount equal to the product of (A) the sum of Xx. Xxxxx'x Base Salary (as such term is defined in the Employment Agreement dated May 24, 1996 between Xx. Xxxxx and the Employer (the "Employment Agreement")) at the rate in effect on the Termination Date, plus the average of the Annual Incentive Payments (as such term is defined in the Employment Agreement) paid to Xx. Xxxxx during the preceding two (2) years (or such shorter period for which any Annual Incentive Payment has been paid), divided by 365, and multiplied by (B) the number of days from the Termination Date to May 24, 2001, (less required withholding), payable fifteen (15) days following the Termination Date.
c. that it will, pursuant to paragraphs 1.4(d), and (e), and (f) of the Employment Agreement, continue such medical expense coverage, life insurance and disability policies currently in effect for Xx. Xxxxx and, if applicable, his wife and children, until May 24, 2001 (which sections are incorporated herein by reference).
d. to allow Xx. Xxxxx to retain the laptop computer, 2 monitors, 2 docking stations and other miscellaneous computer related accessories currently used by Xx. Xxxxx in connection with the performance of his job duties.
e. to pay Xx. Xxxxx for accrued, but unused, vacation upon the Termination Date.
f. that the unvested portion of the Initial Option (as defined in paragraph 1.4(c) of the Employment Agreement) shall fully vest as of the Termination Date, as required by Section 1.4(c) of the Employment Agreement, which section is incorporated herein by reference.
In consideration for Xx. Xxxxx'x promises and covenants in this Agreement, the Employer agrees:
a. to pay Xx. Xxxxx'x salary through October 25, 1996;
b. to continue to pay Xx. Xxxxx an amount as severance pay equal to his monthly salary of $16,666.66 (less required withholding), payable in accordance with Employer's standard procedures, from October 26, 1996, until November 1, 1997;
c. to pay Xx. Xxxxx'x cost for continued insurance coverage pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended ("COBRA") from October 26, 1996 through November 1, 1997;
d. that it will provide out placement services for Xx. Xxxxx for a period of six (6) full calendar months;
e. that it will reimburse Xx. Xxxxx for legal fees incurred in connection with the negotiation and execution of this Agreement, not to exceed One Thousand Dollars ($1000.00); and
f. that it will provide a neutral reference to all third parties who request a reference for Xx. Xxxxx by informing such parties that it is company policy to only provide neutral references.