In consideration of Xx. Xxxxxxx’ execution and non-revocation of this Agreement, Xx. Xxxxxxx’ agreement to be legally bound by its terms, and Xx. Xxxxxxx’ undertakings as set forth herein, Biovail agrees, in accordance with the terms of the Employment Agreement, to provide Xx. Xxxxxxx the following payments and benefits, subject to Xx. Xxxxxxx’ continued compliance with the restrictive covenants set forth in Article Four of the Employment Agreement and Xx. Xxxxxxx’ execution and non-revocation of this Agreement:
(a) a lump sum payment of US $2,869,622.00 (which amount represents twenty-four (24) months of the Executive’s base salary plus two (2) times Xx. Xxxxxxx’ target level of annual compensation under Biovail’s Short Term Incentive Plan for 2007) minus applicable withholdings and deductions, within sixty (60) days of the Termination Date (subject to the requirements of Section 10(f) below);
(b) a lump sum payment of US $352,500.00 (which amount represents a pro-rated portion of the Executive’s target level of annual incentive compensation under the Short Term Incentive Plan for 2008 based on his employment for the period January 1, 2008 through May 6, 2008 (rounded to the next highest number for a partial month)), minus applicable withholdings and deductions, within thirty (30) days of the Termination Date (subject to the requirements of Section 10(f) below).
(c) until the earlier of (i) the end of the two (2) year period following Xx. Xxxxxxx’ Termination Date or (ii) the date, or dates, Xx. Xxxxxxx is eligible to receive benefits under the same type of plan of a subsequent employer (the “Benefit Period”), the Company shall pay to Xx. Xxxxxxx (minus applicable withholdings and deductions), on the first payroll date of each month, the amount of the COBRA premium less the amount of the active employee contribution for such coverage for the Benefit Period. The foregoing payments shall begin on the first payroll date following the Termination Date and shall continue until the end of the Benefit Period.
(d) With respect to the restricted stock unit (“RSU”) grants held by Xx. Xxxxxxx immediately prior to the Termination Date that vest based upon the attainment of performance criteria as listed on Schedule A (the “Performance RSUs”), in connection with Xx. Xxxxxxx’ termination of employment, 40,000 of such Performance RSUs shall remain outstanding and shall vest on November 26, 2012 (the original vesting date for such Performance RSUs), as if Xx. Xxxxxxx had remained employed by th...
In consideration of Xx. Xxxxxxx'x assignment and conveyance of the Invention to the Company, the Company agrees to compensate Xx. Xxxxxxx for said assignment as follows:
In consideration of Xx. Xxxx'x Guaranty, Touchscreen agrees that it will continue to provide services to the Company in the amount of approximately $10,000-$12,000 per week. Touchscreen will not be obligated to provide further services to the Company in the event that the total outstanding invoices owed by the Company to Touchscreen exceed $550,000 or Xx. Xxxx defaults under the Guaranty.
In consideration of Xx. Xxxxxx’x execution of and compliance with the terms of this Consent Agreement, the Superintendent and the Office of the Attorney General agree to forgo pursuing further civil disciplinary measures or other civil or administrative sanction, including fines or penalties, for the violations described in the Stipulations, other than those agreed to in this Consent Agreement. However, should Xx. Xxxxxx violate this Consent Agreement, the Superintendent and the Attorney General reserve the right to pursue any available legal remedy for the violation, including without limitation the suspension or revocation of all licenses issued to Xx. Xxxxxx by the Superintendent.
In consideration of Xx. Xxxxxxxxxx entering into this Agreement, upon due approval by the Compensation Committee, the Company will grant the following equity award to Xx. Xxxxxxxxxx pursuant to the Company’s 2014 Long-Term Incentive Plan (the “2014 Incentive Plan”) as soon as practicable on or after the Effective Date: 1,500,000 Performance Units (as such term is defined in the 2014 Incentive Plan) (the “Performance Unit Grant”) which shall vest, if at all, after the three (3) year period commencing on the grant date provided that the applicable performance conditions are met and conditioned upon the Executive’s continued employment through the vesting period subject to the terms and conditions of the form of restricted stock unit agreement (attached hereto as Exhibit A) and such other terms and conditions as set forth in the grant agreement at the time of the grant. All other terms and conditions of such award shall be governed by the terms and conditions of the 2014 Incentive Plan and the applicable restricted stock unit grant agreement. Throughout the Term of this Agreement, Xx. Xxxxxxxxxx will be eligible to receive awards pursuant to the Company’s 2014 Incentive Plan or any successor equity compensation plan of the Company; provided, however, the Performance Unit Grant shall be in lieu of any annual performance equity or equity-based grants throughout the Term of this Agreement. For the avoidance of doubt, nothing in this section shall impact or affect any equity compensation awards Xx. Xxxxxxxxxx may have received at any earlier time during his Term of Employment or his eligibility to participate in the Incentive Plan described in Section 4.1(b) of this Agreement during the Term of this Agreement.
In consideration of Xx. Xxx’x performance of services as Chairman and a non-employee member of the Board and Xx. Xxx’x execution and delivery of this Agreement and non-revocation of the general release of claims contained herein, during the Term, Xx. Xxx shall be entitled to receive the following compensation and benefits from the Company:
In consideration of Xx. Xxxxxx’x promises in this Agreement, Celsion agrees that the provisions of paragraphs 5(b)(1) and (4) of Xx. Xxxxxx’x January 1, 2004 Employment Agreement will not be enforced by it against Xx. Xxxxxx, and he will be released from his obligations thereunder, solely insofar as the restrictions contained in those paragraphs relate to the Adaptive Phased Array (“APA”) technology being transferred by Celsion to Celsion (Canada) Limited for the treatment of breast cancer. In all other respects, the provisions of Paragraph 5 of Xx. Xxxxxx’x Employment Agreement are incorporated herein as if written here in full and remain in effect.
In consideration of Xx. Xxxxx’x execution of and compliance with the terms of this Consent Agreement, the Superintendent and the Office of the Attorney General agree to forgo pursuing further civil disciplinary measures or other civil or administrative sanction, including fines or penalties, for the allegations set forth in the Petition to Enforce in this matter (Docket No. INS- 04-229), other than those agreed to in this Consent Agreement. However, should Xx. Xxxxx violate this Consent Agreement, the Superintendent and the Attorney General reserve the right to pursue any available legal remedy for the violation, including without limitation the suspension or revocation of all licenses issued to Xx. Xxxxx by the Superintendent.
In consideration of Xx. Xxxxxxxx’x agreeing to continue his employment with the Companies from the period beginning on the date hereof and ending on the Separation Date, the Companies will continue to pay to Xx. Xxxxxxxx his current base salary through the Separation Date and make a one-time payment as soon as practicable following the Separation Date of an amount equal to the product of (i) 50% of his monthly base salary as of the day immediately preceding the Separation Date and (ii) the number of months, commencing December 1, 2005, through the Separation Date, including a pro-rata amount for the month in which the Separation Date occurs (the “Retention Bonus”), if, in the Company’s good faith judgment Xx. Xxxxxxxx has satisfactorily and in a professional manner performed his objectives marked under his name in Exhibit B attached hereto.
In consideration of Xx. Xxxxx'x performance of this Agreement and of the mutual covenants and undertakings provided in this Agreement, the Company and the Bank each agrees to forever release and discharge Xx. Xxxxx, his agents, and attorneys from any and all Losses of any kind or nature, whether known or unknown, matured or unmatured or otherwise, arising out of Xx. Xxxxx'x employment with the Bank or the Company prior to the date of this Agreement and all other aspects of their relationship with Xx. Xxxxx prior to the date of this Agreement, with the exception of any claims arising as a result of Xx. Xxxxx'x intentional or willful misconduct, gross negligence, or criminal activity in the course of his employment with the Bank or the Company.
