Common use of Notice, Time for Consideration and Revocation Period Clause in Contracts

Notice, Time for Consideration and Revocation Period. A. THE GENERAL RELEASE OF CLAIMS CONTAINED IN THIS AGREEMENT CONSTITUTES A RELEASE OF ALL KNOWN AND UNKNOWN CLAIMS, INCLUDING WITHOUT LIMITATION, ALL CLAIMS FOR AGE DISCRIMINATION UNDER THE AGE DISCRIMINATION IN EMPLOYMENT ACT AND ANY SIMILAR STATE LAWS. THIS GENERAL RELEASE DOES NOT WAIVE RIGHTS OR CLAIMS THAT MAY ARISE AFTER THE DATE IT IS EXECUTED; B. I AGREE THAT I AM WAIVING RIGHTS AND CLAIMS I MAY HAVE IN EXCHANGE FOR CONSIDERATION WHICH IS IN ADDITION TO THINGS OF VALUE TO WHICH I MAY ALREADY BE ENTITLED; C. I UNDERSTAND AND AGREE THAT I HAVE BEEN ADVISED THAT I HAVE THE RIGHT TO CONSULT WITH AN ATTORNEY OF MY CHOOSING PRIOR TO EXECUTING THIS GENERAL RELEASE; D. IF TERMINATED AS PART OF A TERMINATION OR EXIT INCENTIVE PROGRAM OFFERED TO A GROUP OR CLASS OF EMPLOYEES, I ACKNOWLEDGE i) THAT I HAVE AT LEAST FORTY-FIVE (45) DAYS WITHIN WHICH TO CONSIDER THIS GENERAL RELEASE BEFORE EXECUTING IT; AND ii) THAT I HAVE RECEIVED WRITTEN NOTICE FROM THE COMPANY WHICH INFORMS ME OF THE i) CLASS, UNIT, OR GROUP OF INDIVIDUALS COVERED BY THE PROGRAM, ii) ANY ELIGIBILITY FACTORS FOR SUCH PROGRAM, iii) ANY TIME LIMITS APPLICABLE TO SUCH PROGRAM, AND iv) THE JOB TITLES AND AGES OF ALL INDIVIDUALS THAT ARE AND ARE NOT ELIGIBLE OR SELECTED FOR THE PROGRAM. E. I UNDERSTAND THAT IN THE EVENT THAT I AM FORTY (40) YEARS OF AGE OR OLDER AT THE TIME OF TERMINATION, I WILL HAVE AT LEAST TWENTY-ONE (21) DAYS WITHIN WHICH TO CONSIDER THIS GENERAL RELEASE BEFORE EXECUTING IT; AND F. I UNDERSTAND THAT SHOULD THE PROVISIONS OF (D) AND (E) ABOVE NOT OTHERWISE APPLY, I HAVE SEVEN (7) DAYS FOLLOWING MY EXECUTION OF THIS GENERAL RELEASE TO REVOKE IT BY DELIVERING WRITTEN NOTICE OF SUCH REVOCATION TO THE COMPANY AND THAT THE GENERAL RELEASE SHALL NOT BECOME EFFECTIVE OR ENFORCEABLE UNTIL THE REVOCATION PERIOD HAS EXPIRED.

Appears in 2 contracts

Samples: Executive Employment Agreement (Argo Group International Holdings, Ltd.), Executive Employment Agreement (Argo Group International Holdings, Ltd.)

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Notice, Time for Consideration and Revocation Period. A. a. THE GENERAL RELEASE OF CLAIMS CONTAINED IN THIS AGREEMENT CONSTITUTES A RELEASE OF ALL KNOWN AND UNKNOWN CLAIMS, IN ACCORDANCE WITH SECTION 5, INCLUDING WITHOUT LIMITATION, ALL CLAIMS FOR AGE DISCRIMINATION UNDER THE AGE DISCRIMINATION IN EMPLOYMENT ACT AND ANY SIMILAR STATE LAWS. THIS GENERAL RELEASE AGREEMENT DOES NOT WAIVE RIGHTS OR CLAIMS THAT MAY ARISE AFTER THE DATE IT IS EXECUTED OR RE-EXECUTED;, AS APPLICABLE. B. I AGREE b. EXECUTIVE AGREES THAT I AM EXECUTIVE IS WAIVING RIGHTS AND CLAIMS I EXECUTIVE MAY HAVE IN EXCHANGE FOR CONSIDERATION WHICH IS IN ADDITION TO THINGS OF VALUE TO WHICH I EXECUTIVE MAY ALREADY BE ENTITLED;. C. I UNDERSTAND c. EXECUTIVE UNDERSTANDS AND AGREE AGREES THAT I HAVE EXECUTIVE HAS BEEN ADVISED THAT I HAVE EXECUTIVE HAS THE RIGHT TO CONSULT WITH AN ATTORNEY OF MY EXECUTIVE’S CHOOSING PRIOR TO EXECUTING AND RE-EXECUTING THIS GENERAL RELEASE; D. IF TERMINATED AS PART OF A TERMINATION OR EXIT INCENTIVE PROGRAM OFFERED TO A GROUP OR CLASS OF EMPLOYEES, I ACKNOWLEDGE i) THAT I HAVE AT LEAST FORTY-FIVE (45) DAYS WITHIN WHICH TO CONSIDER THIS GENERAL RELEASE BEFORE EXECUTING IT; AND ii) THAT I HAVE RECEIVED WRITTEN NOTICE FROM THE COMPANY WHICH INFORMS ME OF THE i) CLASS, UNIT, OR GROUP OF INDIVIDUALS COVERED BY THE PROGRAM, ii) ANY ELIGIBILITY FACTORS FOR SUCH PROGRAM, iii) ANY TIME LIMITS APPLICABLE TO SUCH PROGRAM, AND iv) THE JOB TITLES AND AGES OF ALL INDIVIDUALS THAT ARE AND ARE NOT ELIGIBLE OR SELECTED FOR THE PROGRAMAGREEMENT. E. I UNDERSTAND d. EXECUTIVE UNDERSTANDS THAT IN THE EVENT THAT I AM FORTY (40) YEARS OF AGE OR OLDER AT THE TIME OF TERMINATION, I EXECUTIVE WILL HAVE AT LEAST TWENTY-ONE (21) DAYS WITHIN WHICH TO CONSIDER THIS GENERAL RELEASE AGREEMENT BEFORE EXECUTING EXECUTIVE’S EXECUTION AND RE-EXECUTION OF IT; AND. EXECUTIVE MAY, IF EXECUTIVE WISHES, ELECT TO SIGN THIS AGREEMENT PRIOR TO THE EXPIRATION OF THE TWENTY-ONE (21) DAY CONSIDERATION PERIOD, AND EXECUTIVE AGREES THAT IF EXECUTIVE ELECTS TO DO SO, EXECUTIVE’S ELECTION IS MADE FREELY AND VOLUNTARILY AND AFTER HAVING AN OPPORTUNITY TO CONSULT COUNSEL. F. I UNDERSTAND e. EXECUTIVE UNDERSTANDS THAT SHOULD THE PROVISIONS OF (D) AND (E) ABOVE NOT OTHERWISE APPLY, I HAVE EXECUTIVE HAS SEVEN (7) DAYS FOLLOWING MY EXECUTIVE’S EXECUTION AND RE-EXECUTION OF THIS GENERAL RELEASE AGREEMENT (EACH SUCH PERIOD, AS APPLICABLE, THE “REVOCATION PERIOD’’) TO REVOKE IT BY DELIVERING WRITTEN NOTICE OF SUCH REVOCATION TO THE COMPANY XXXXX XXXXXXXXX AND THAT THE GENERAL RELEASE THIS AGREEMENT SHALL NOT BECOME EFFECTIVE OR ENFORCEABLE UNTIL THE REVOCATION PERIOD THAT BEGINS FOLLOWING EXECUTIVE’S INITIAL EXECUTION OF THIS AGREEMENT HAS EXPIRED. EXECUTIVE UNDERSTANDS THAT, IF EXECUTIVE ELECTS TO EXERCISE EXECUTIVE’S RIGHT TO REVOKE THIS AGREEMENT DURING A REVOCATION PERIOD, THIS AGREEMENT SHALL BE VOIDED IN ITS ENTIRETY AT THE ELECTION OF THE COMPANY AND THE COMPANY SHALL BE RELIEVED OF ALL OBLIGATIONS TO PAY OR PROVIDE THE TRANSITION BENEFITS DESCRIBED IN SECTION 2 HEREOF OR THE SEVERANCE PAYMENT DESCRIBED IN SECTION 3(B) HEREOF, AS APPLICABLE.

Appears in 1 contract

Samples: Separation Agreement (Argo Group International Holdings, Ltd.)

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Notice, Time for Consideration and Revocation Period. A. THE GENERAL RELEASE OF CLAIMS CONTAINED IN THIS AGREEMENT CONSTITUTES A RELEASE OF ALL KNOWN AND UNKNOWN CLAIMS, INCLUDING WITHOUT LIMITATION, ALL CLAIMS FOR AGE DISCRIMINATION UNDER THE AGE DISCRIMINATION IN EMPLOYMENT ACT AND ANY SIMILAR STATE LAWS. THIS GENERAL RELEASE DOES NOT WAIVE RIGHTS OR CLAIMS THAT MAY ARISE AFTER THE DATE IT IS EXECUTED; B. I AGREE THAT I AM WAIVING RIGHTS AND CLAIMS I MAY HAVE IN EXCHANGE FOR CONSIDERATION WHICH IS IN ADDITION TO THINGS OF VALUE TO WHICH I MAY ALREADY BE ENTITLED; C. I UNDERSTAND AND AGREE THAT I HAVE BEEN ADVISED THAT I HAVE THE RIGHT TO CONSULT WITH AN ATTORNEY OF MY CHOOSING PRIOR TO EXECUTING THIS GENERAL RELEASE; D. IF TERMINATED AS PART OF A TERMINATION OR EXIT INCENTIVE PROGRAM OFFERED TO A GROUP OR CLASS OF EMPLOYEES, I ACKNOWLEDGE i) THAT I HAVE AT LEAST FORTY-FIVE (45) DAYS WITHIN WHICH TO CONSIDER THIS GENERAL RELEASE BEFORE EXECUTING IT; AND ii) THAT I HAVE RECEIVED WRITTEN NOTICE FROM THE COMPANY WHICH INFORMS ME OF THE i) CLASS, UNIT, OR GROUP OF INDIVIDUALS COVERED BY THE PROGRAM, ii) ANY ELIGIBILITY FACTORS FOR SUCH PROGRAM, iii) ANY TIME LIMITS APPLICABLE TO SUCH PROGRAM, AND iv) THE JOB TITLES AND AGES OF ALL INDIVIDUALS THAT ARE AND ARE NOT ELIGIBLE OR SELECTED FOR THE PROGRAM. E. I UNDERSTAND THAT IN THE EVENT THAT I AM FORTY (40) YEARS OF AGE OR OLDER AT THE TIME OF TERMINATION, I WILL HAVE AT LEAST TWENTY-ONE (21) DAYS WITHIN WHICH TO CONSIDER THIS GENERAL RELEASE BEFORE EXECUTING IT; AND; F. E. I UNDERSTAND THAT SHOULD THE PROVISIONS OF (D) AND (E) ABOVE NOT OTHERWISE APPLY, I HAVE SEVEN (7) DAYS FOLLOWING MY EXECUTION OF THIS GENERAL RELEASE TO REVOKE IT BY DELIVERING WRITTEN NOTICE OF SUCH REVOCATION TO THE COMPANY AND THAT THE GENERAL RELEASE SHALL NOT BECOME EFFECTIVE OR ENFORCEABLE UNTIL THE REVOCATION PERIOD HAS EXPIRED; AND F. I UNDERSTAND THAT IN ADDITION TO COMPLYING WITH THE TERMS OF THIS AGREEMENT, AS AN ADDITIONAL CONDITION PRECEDENT TO MY RECEIPT OF THE SEVERANCE BENEFITS, I MUST ALSO PROVIDE A SEPARATELY DULY SIGNED WAIVER AND GENERAL RELEASE AGREEMENT (“SUPPLEMENTAL RELEASE”), A COPY OF WHICH IS ATTACHED HERETO AS EXHIBIT B. Executed on this 23 day of March, 2021. /s/ Xxx X. Xxxxxxx Xxx X. Xxxxxxx Executed on this 23 day of March, 2021. ARGO GROUP INTERNATIONAL HOLDINGS, LTD. By: /s/ Xxxxxxx Xxxxx Title: Chief Human Resources Officer Cash Severance $ 1,300,000 12 installment payments beginning as soon as practical following June 1, 2021 Target Incentive Award $ 700,000 Lump sum as soon as practical following June 1, 2021 SERP $ 767,817 (est. balance as of 2/23/2021 ) Lump sum payment six months following Termination Date COBRA Continuation Coverage Provided I timely elect COBRA coverage, continuation of health benefits at the active rate until I obtain reasonably equivalent coverage or for 18 months from the Termination Date, whichever is earlier. The current active monthly rate is $603.02. AG14/SSR SSR 28,672 $37.85 February 25, 2015 Feb 25, 2022 Fully vested AG14/RSA RSA 1,764 March 29, 2017 Xxxxx 00, 0000 XX00/XXX XXX 1,874 1 March 27, 2018 937 shares vesting ratably on March 27, 2021 and 2022 AG14/PSA PSA 6,531 November 5, 2018 6,531 shares vesting on December 31, 2021, subject to achievement of performance goals under the Company’s 2014 Long-Term Incentive Plan and related award agreement 1 Due to the lapse of forfeiture risk upon termination of employment, the tax impact of these awards with respect to 937 shares that vest following the Termination Date will be calculated as of the Termination Date and the impact will be reflected on the 2021 IRS Form W-2, with the net shares settled in Xx. Xxxxxxx’x E*TRADE account. AG14/PSA RSA 1,538 2 March 15, 2019 769 shares vesting ratably on Xxxxx 00, 0000 xxx 0000 XX00/XXX XXX 3,450 3 March 16, 2020 1,150 shares vesting ratably on March 16, 2022, 2023 and 2024 AG19/PSA PSA 13,800 March 16, 2020 Vest on March 16, 2023, subject to achievement of performance goals under the Company’s 2019 Omnibus Incentive Plan and the related award agreement 2 Due to the lapse of forfeiture risk upon termination of employment, the tax impact of these awards will be calculated as of the Termination Date and the impact will be reflected on the 2021 IRS Form W-2, with the net shares settled in Xx. Xxxxxxx’x E*TRADE account. 3 Due to the lapse of forfeiture risk upon termination of employment, the tax impact of these awards will be calculated as of the Termination Date and the impact will be reflected on the 2021 IRS Form W-2, with the net shares settled in Xx. Xxxxxxx’x E*TRADE account. This Supplemental Waiver and General Release of Claims Agreement (“Release”) is executed by (“Executive”) on this day of , 2021.

Appears in 1 contract

Samples: Separation and Transition Agreement (Argo Group International Holdings, Ltd.)

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