Other Payments and Benefits. If within 22 days following the date of this Agreement (but not before the Retirement Date) you sign the General Release in the form attached as Exhibit B hereto (the “General Release”) and it becomes effective as provided in paragraph 12(b) hereof, you will receive the payments and benefits described in this paragraph 3 in the manner and time frames, and subject to the conditions and restrictions, described herein. You acknowledge and agree that the payments and benefits described in this paragraph 3 differ from and are in excess of the total payments and benefits you would otherwise be eligible to receive upon retirement, if not for this Agreement. Such payments and benefits are as follows: (a) On the date that follows the Effective Date (as such term is defined in paragraph 12(b) hereof) by three (3) days, the Company will pay to you the amount of $1,000,000, less applicable tax withholdings. Such payment shall be made by direct deposit into the account presently designated by you for the receipt of payments of your salary. (b) The Company will make a series of seventy-five (75) monthly payments to you, each in the amount of $6,070.15, less applicable tax withholdings, beginning on May 15, 2010 and ending on July 15, 2016. Such payments shall be made by direct deposit into the account presently designated by you for the receipt of payments of your salary or such other account designated by you in the future for this purpose by written notice to the Company. (c) Notwithstanding anything to the contrary contained in DFG’s 2003 Employee Long-Term Incentive and Share Award Plan (the “Share Award Plan”) or the award agreements governing the outstanding DFG employee stock options previously granted to you under such plan, all such options that are exercisable as of the Retirement Date will remain exercisable for the period ending at the close of business on April 30, 2011 in accordance with the terms of the Share Award Plan. The options that are exercisable as of the date hereof are enumerated in Exhibit C hereto. (d) Notwithstanding anything to the contrary contained in the Share Award Plan or the award agreement governing the 12,701 Restricted Share Units previously granted to you by DFG under the Share Award Plan that will not have become vested as of the Retirement Date, such Restricted Share Units will be deemed to be vested and the shares of Class A Common Stock of DFG underlying such Restricted Share Units will be delivered to you in freely tradeable form on or about October 30, 2010. You will be afforded the opportunity, in connection with such delivery, to have shares withheld from such delivery in such number as will satisfy the minimum tax withholding obligations arising from such delivery. (e) During the period from the Retirement Date through April 30, 2013 (the “Benefit Continuation Period”), you and your spouse will be eligible for applicable medical and dental benefits pursuant to the terms of the applicable plans covering the senior executive-level employees of the Company, taking into account any changes to such terms and/or plans following the date of this Letter Agreement which apply generally to such executives, with the cost of such benefits to be borne by the Company. For the avoidance of doubt, the preceding sentence is intended to provide you with such benefits on terms that are at least as favorable as the terms that are from time to time in effect during the Benefit Continuation Period with respect to the then-current senior executive-level employees of the Company. Such medical and dental benefits shall not, however, include any benefits which, pursuant to applicable law, rule or regulation (including but not limited to those relating to taxation), the Company may only provide to its current active employees; for example, the health care spending account. Upon the conclusion of the Benefit Continuation Period, you will be afforded the opportunity to elect COBRA continuation coverage, and, if you elect such coverage, the cost of such coverage will be borne by the Company for the shorter of the period during which such coverage continues or (18) months. Notwithstanding the foregoing, if, during the Benefit Continuation Period, you obtain new employment pursuant to which you are eligible for medical and dental benefits which, taken as a whole, are not materially less favorable than those then in effect pursuant to this paragraph 3(d) (which comparison shall be made without regard to the fact that such new benefits may entail cost to the employee), the Company’s obligations under this paragraph 3(d) shall terminate in their entirety. (f) During the Benefit Continuation Period, you will receive group life and accidental death and dismemberment insurance coverages pursuant to the terms described in the letter from the Company’s affiliate, Reliance Standard Life Insurance Company (“RSL”), to you dated March 17, 2008 and the applicable group insurance policy, taking into account any changes to such terms and/or such policy following the date of this Letter Agreement which apply generally to the senior executive-level employees of the Company, with the cost of such coverages to be borne by the Company. (g) The Company will transfer title to your company car to you and permit you to retain the laptop computer and the Blackberry issued to you by the Company. You may retain the telephone number presently assigned to your Blackberry and the Company shall cooperate with you with respect to transfer of such number. (h) The Company shall reimburse you up to $2,500 for travel and entertainment expenses you may incur through May 2010 in connection with a “farewell” dinner in New York for you and such other employees of the Company as you shall select. (i) The Company shall pay directly to your attorneys your actual legal fees relating to or arising from the negotiation or execution of this Agreement up to the amount of $12,000, to be paid promptly after being invoiced by such attorneys. (j) The Company will execute and deliver to you a general release in the form attached hereto as Exhibit D.
Appears in 1 contract
Samples: Separation Agreement (Delphi Financial Group Inc/De)
Other Payments and Benefits. If within 22 days following the date of this Agreement (but not before the Retirement Date) you sign the General Release in the form attached hereto as Exhibit B hereto Attachment A (the “General Release”) and it becomes effective as provided on or after the Resignation Date, but in paragraph 12(b) hereofall events prior to January 15, 2011, you will receive the following payments and benefits described in this paragraph 3 benefits, subject to the conditions and restrictions and in the manner and time framesframes described in this Section 4) (it being understood and agreed that the amounts set forth in Section 3)(b) and Section 4)(a)(i) shall be made (i) no later than December 31, 2010 so long as you have executed the General Release on or before such date and subject to (ii) if you execute the conditions General Release after December 31, 2010 and restrictionsbefore January 15, described herein2011, promptly after such date, but in any event by March 15, 2011). You acknowledge and agree that the certain payments and benefits described in this paragraph 3 differ from and herein are in excess of the total payments and benefits you would otherwise be eligible to receive upon retirementyour termination of employment, if not for absent this Agreement. Such payments and benefits are as follows:.
(a) On the date that follows the Effective Date (as such term is defined in paragraph 12(b) hereof) by three (3) days, the Company We will pay to you (i) $3,475,566 in a lump sum on or promptly following the amount Resignation Date and (ii) an additional $2,524,434 in 2011, with $1,743,325 paid as a lump sum on the first business day of the seventh month following the Resignation Date and the remaining $781,109 paid in equal installments of $1,000,000, less applicable tax withholdings. Such payment shall be made by direct deposit into the account presently designated by you for the receipt of payments of your salary.
(b) The Company will make a series of seventy-five (75) monthly payments to you, each in the amount of $6,070.15, less applicable tax withholdings, beginning on May 15, 2010 and ending on July 15, 2016. Such payments shall be made by direct deposit into the account presently designated by you for the receipt of payments of your salary or such other account designated by you in the future for this purpose by written notice to the Company.
(c) Notwithstanding anything to the contrary contained in DFG’s 2003 Employee Long-Term Incentive and Share Award Plan (the “Share Award Plan”) or the award agreements governing the outstanding DFG employee stock options previously granted to you under such plan, all such options that are exercisable as of the Retirement Date will remain exercisable for the period ending at the close of business on April 30, 2011 130,184.83 in accordance with the terms of Company’s normal payroll practices, commencing with the Share Award Planfirst payroll in the seventh month following the Resignation Date and ending with the last payroll in the twelfth month following the Resignation Date. The options that are exercisable as payments set forth in this Agreement shall not be reduced on account of the date hereof are enumerated in Exhibit C heretoyour subsequent employment by any other person or entity.
(db) Notwithstanding anything to the contrary contained in the Share Award Plan or the award agreement governing the 12,701 Restricted Share Units previously granted to you by DFG under the Share Award Plan that will not have become vested as of the Retirement Date, such Restricted Share Units will be deemed You and your dependants shall continue to be vested and the shares of Class A Common Stock of DFG underlying such Restricted Share Units will be delivered eligible to you participate in freely tradeable form on or about October 30, 2010. You will be afforded the opportunity, in connection with such delivery, to have shares withheld from such delivery in such number as will satisfy the minimum tax withholding obligations arising from such delivery.
(e) During the period from the Retirement Date through April 30, 2013 (the “Benefit Continuation Period”), you and your spouse will be eligible for applicable medical and dental benefits pursuant to the terms of the applicable plans covering the senior executive-level employees of the Company, taking into account any changes to such terms and/or plans following the date of this Letter Agreement which apply generally to such executives, with the cost of such benefits to be borne by the Company. For the avoidance of doubt, the preceding sentence is intended to provide you with such benefits on terms that are at least as favorable as the terms that are from time to time in effect during the Benefit Continuation Period with respect to the then-current senior executive-level employees of the Company. Such medical and dental benefits shall not, however, include any benefits which, pursuant to applicable law, rule or regulation (including but not limited to those relating to taxation), the Company may only provide to its current active employees; for example, the health care spending account. Upon the conclusion of the Benefit Continuation Period, you will be afforded the opportunity to elect COBRA continuation coverage, and, if you elect such coverage, the cost of such coverage will be borne by the Company for the shorter of the period during which such coverage continues or (18) months. Notwithstanding the foregoing, if, during the Benefit Continuation Period, you obtain new employment pursuant to which you are eligible for medical and dental benefits which, taken as a whole, are not materially less favorable than those then in effect pursuant to this paragraph 3(d) (which comparison shall be made without regard to the fact that such new benefits may entail cost to the employee), the Company’s obligations under this paragraph 3(d) shall terminate in their entirety.
(f) During health insurance plans as COBRA participants until the Benefit Continuation Period, you will receive group life and accidental death and dismemberment insurance coverages pursuant to end of the terms described in the letter from the Company’s affiliate, Reliance Standard Life Insurance Company (“RSL”), to you dated March 17, 2008 and the applicable group insurance policy, taking into account any changes to such terms and/or such policy 18th month following the date Resignation Date, or if sooner, until you become entitled to participate in or receive coverage under health insurance plans of this Letter Agreement which apply generally to the senior executive-level employees of the Company, with the cost of such coverages to be borne by the Company.
(g) a subsequent employer. The Company will transfer title to your company car to reimburse you and permit you to retain for the laptop computer and the Blackberry issued to you by the Company. You may retain the telephone number presently assigned to your Blackberry and the Company shall cooperate with you with respect to transfer costs of such numberpremiums for COBRA participation.
(hc) The Company shall reimburse you up to $2,500 25,000 for travel legal fees incurred in negotiating and entertainment expenses executing this Agreement.
d) Until the earlier of December 31, 2012 and the date you may incur through May 2010 in connection with a “farewell” dinner in New York for commence full-time employment, you will continue to receive at the Company’s expense the following publications: IBNR, Wxxxx Xxxxxx, Informa’s Insurance news, ISI economic reports and such other employees of market updates provided by the Company’s equity trader; provided however, that the Company as you shall select.
(i) The Company shall pay directly reserves the right to your attorneys your actual legal fees withhold any information from the Company’s equity trader that contains sensitive, proprietary or private information relating to or arising from implicating the negotiation or execution of this Agreement up Company.
e) Your continuing entitlement to the amount payments and benefits described in this Section 4) is subject to your continuing compliance with the provisions of $12,000, to be paid promptly after being invoiced by such attorneysSections 9) and 11) below.
(jf) The Company You hereby acknowledge that, except as specifically provided in this Agreement, you will execute not be entitled to any cash or non-cash consideration or other benefits of any kind from PartnerRe.
g) Your entitlement to indemnification under Section 9 of the Employment Agreement for events and deliver conduct prior to you a general release in the form attached hereto as Exhibit D.Resignation Date shall continue and the provisions of such section are incorporated by reference herein.
Appears in 1 contract
Samples: Separation Agreement (Partnerre LTD)
Other Payments and Benefits. If within 22 days following after the date of this Agreement (but not before the Retirement Date) Resignation Date you sign the General Release in the form attached hereto as Exhibit B hereto Attachment A (the “General Release”) and it becomes effective as provided in paragraph 12(b) hereofeffective, you will receive the following payments and benefits described in this paragraph 3 benefits, subject to the conditions and restrictions and in the manner and time frames, and subject to the conditions and restrictions, frames described hereinin this paragraph 4. You acknowledge and agree that certain of the payments and benefits described in this paragraph 3 herein differ from and are in excess of the total payments and benefits you would otherwise be eligible to receive upon retirement, if not for absent this Agreement. Such payments and benefits are as follows:.
(a) On the date that follows the Effective Date (as such term is defined in paragraph 12(b) hereof) by three (3) days, the Company will pay to you the amount of $1,000,000, less applicable tax withholdings. Such payment shall be made by direct deposit into the account presently designated by you for the receipt of payments of your salary.
(b) The Company will make a series of seventy-five (75) monthly payments to you, each in the amount of $6,070.15, less applicable tax withholdings, beginning on May 15, 2010 and ending on July 15, 2016. Such payments shall be made by direct deposit into the account presently designated by you for the receipt of payments of your salary or such other account designated by you in the future for this purpose by written notice to the Company.
(c) Notwithstanding anything to the contrary contained in DFG’s 2003 Employee Long-Term Incentive and Share Award Plan (the “Share Award Plan”) or the award agreements governing the outstanding DFG employee stock options previously granted to you under such plan, all such options that are exercisable as of the Retirement Date will remain exercisable for the period ending at the close of business on April 30, 2011 in accordance with the terms of the Share Award Plan. The options that are exercisable as of the date hereof are enumerated in Exhibit C hereto.
(d) Notwithstanding anything to the contrary contained in the Share Award Plan equity compensation plans or the programs or award agreement documents governing the 12,701 Restricted Share Units previously outstanding employee stock options granted to you by DFG under from the Share Award Plan Company, all such options that are unvested as of the Retirement Date will not have become vested vest in full as of the Retirement Date, such Restricted Share Units and provided you comply with the provisions of paragraph 8 below, your options will be deemed remain exercisable for a period of 2 years following the Retirement Date, but in any event no later than the original expiration date of the option. Any sale restriction on shares distributed to be vested you in connection with your exercise of employee stock options will no longer apply following the Retirement Date.
(b) The deferred stock awards granted to you from the Company under the Capital Accumulation Program (“CAP”) on January 20, 2004, January 18, 2005, January 17, 2006 and January 16, 2007 (i.e., all basic, premium and supplemental shares) will fully vest upon the shares Effective Date (as defined below) of Class A Common Stock of DFG underlying such Restricted Share Units the General Release and will be delivered to you in freely tradeable form on or about October 30January 2, 2010. You will be afforded the opportunity, in connection with such delivery, to have shares withheld from such delivery in such number as will satisfy the minimum tax withholding obligations arising from such delivery2008.
(ec) During The restricted stock award granted to you from the Company on July 15, 2003 will vest and the restrictions thereon will lapse on the Effective Date of the General Release on a pro rata basis reflecting the period from July 15, 2003 through December 31, 2007.
(d) You will receive a pro-rated incentive award for the Retirement Date through April 30, 2013 2007 compensation year (the “Benefit Continuation PeriodIncentive Award”), ) in the form of a cash payment in a gross amount not less than the following. The pre-tax nominal value of the aggregate award package you and your spouse received in early 2007 for the 2006 compensation year will be eligible for multiplied by the Total Shareholder Return Percentage defined below and will be pro-rated by 10/12. The Incentive Award will not be subject to CAP (but will be subject to applicable medical withholdings and dental benefits pursuant deductions) and will be paid on the date in early 2008 that incentive awards are paid to the terms other senior executives of the applicable plans covering the senior executive-level employees of the Company, taking into account any changes to such terms and/or plans following the date of this Letter Agreement which apply generally to such executives, with the cost of such benefits to be borne by the Company. For the avoidance purposes of doubt, the preceding sentence is intended to provide you with such benefits on terms that are at least as favorable as the terms that are from time to time in effect during the Benefit Continuation Period with respect to the then-current senior executive-level employees of the Company. Such medical and dental benefits shall not, however, include any benefits which, pursuant to applicable law, rule or regulation (including but not limited to those relating to taxationthis paragraph 4(d), the Company may only provide to its current active employees; Total Shareholder Return Percentage means (i) 100% plus or minus (ii) total shareholder return for example, the health care spending account. Upon the conclusion of the Benefit Continuation Period, you will be afforded the opportunity to elect COBRA continuation coverage, and, if you elect such coverage, the cost of such coverage will be borne by the Company for the shorter 2007 calendar year determined by (A) subtracting the closing price of the period during which such coverage continues or (18) months. Notwithstanding the foregoing, if, during the Benefit Continuation Period, you obtain new employment pursuant to which you are eligible for medical and dental benefits which, taken as a whole, are not materially less favorable than those then in effect pursuant to this paragraph 3(d) (which comparison shall be made without regard to the fact that such new benefits may entail cost to the employee), the Company’s obligations under this paragraph 3(d) shall terminate in their entirety.
(f) During the Benefit Continuation Period, you will receive group life and accidental death and dismemberment insurance coverages pursuant to the terms described in the letter from the Company’s affiliate, Reliance Standard Life Insurance Company (“RSL”), to you dated March 17, 2008 and the applicable group insurance policy, taking into account any changes to such terms and/or such policy following the date share of this Letter Agreement which apply generally to the senior executive-level employees of the Company, with the cost of such coverages to be borne by the Company.
(g) The Company will transfer title to your company car to you and permit you to retain the laptop computer and the Blackberry issued to you by the Company. You may retain the telephone number presently assigned to your Blackberry and the Company shall cooperate with you with respect to transfer of such number.
(h) The Company shall reimburse you up to $2,500 for travel and entertainment expenses you may incur through May 2010 in connection with a “farewell” dinner in New York for you and such other employees common stock of the Company as you shall select.
(ia “Share”) The Company shall pay directly to your attorneys your actual legal fees relating to or arising on the last trading day of 2007 from the negotiation or execution closing price of this Agreement up to a Share of common stock of the amount Company stock on the last trading day of $12,000, to be 2006 (“Starting Price”); (B) adding the aggregate ordinary dividends paid promptly after being invoiced in respect of a Share during 2007; and (C) dividing the result by such attorneysthe Starting Price.
(j) The Company will execute and deliver to you a general release in the form attached hereto as Exhibit D.
Appears in 1 contract
Samples: Separation Agreement (Citigroup Inc)
Other Payments and Benefits. If within 22 days following the date of this Agreement (but not before the Retirement Date) you sign the General Release in the form attached as Exhibit B hereto (the “General Release”) and it becomes effective as provided in paragraph 12(b) hereof, you will receive the payments and benefits described in this paragraph 3 in the manner and time frames, and subject to the conditions and restrictions, described herein. You acknowledge and agree that the certain payments and benefits described in this paragraph 3 differ from and herein are in excess of the total payments and benefits that you would otherwise be eligible to receive upon retirementyour termination of employment, if not for absent this Agreement. Such Except as specifically set forth in this Agreement, the payments and benefits are as follows:
(a) On the date that follows the Effective Date (as such term is defined set forth in paragraph 12(b) hereof) by three (3) days, the Company this Agreement will pay to you the amount of $1,000,000, less applicable tax withholdings. Such payment shall not be made by direct deposit into the reduced on account presently designated by you for the receipt of payments of your salary.
(b) The Company will make a series of seventy-five (75) monthly payments to yousubsequent employment by any other person or entity, each in the amount of $6,070.15, less applicable tax withholdings, beginning on May 15, 2010 and ending on July 15, 2016. Such payments shall be made by direct deposit into the account presently designated by you for the receipt of payments of your salary or such other account designated by you in the future for this purpose by written notice to the Company.
(c) Notwithstanding anything to the contrary contained in DFG’s 2003 Employee Long-Term Incentive and Share Award Plan (the “Share Award Plan”) relocation from Bermuda or the award agreements governing the outstanding DFG employee stock options previously granted to you under such plan, all such options that are exercisable as of the Retirement Date will remain exercisable for the period ending at the close of business on April 30, 2011 in accordance with the terms of the Share Award Plan. The options that are exercisable as of the date hereof are enumerated in Exhibit C hereto.
(d) Notwithstanding anything to the contrary contained in the Share Award Plan or the award agreement governing the 12,701 Restricted Share Units previously granted to you by DFG under the Share Award Plan that will not have become vested as of the Retirement Date, such Restricted Share Units will be deemed to be vested and the shares of Class A Common Stock of DFG underlying such Restricted Share Units will be delivered to you in freely tradeable form on or about October 30, 2010. You will be afforded the opportunity, in connection with such delivery, to have shares withheld from such delivery in such number as will satisfy the minimum tax withholding obligations arising from such delivery.
(e) During the period from the Retirement Date through April 30, 2013 (the “Benefit Continuation Period”), you and your spouse will be eligible for applicable medical and dental benefits pursuant to the terms provision of the applicable plans covering the senior executive-level employees of the Company, taking into account any changes to such terms and/or plans following the date of this Letter Agreement which apply generally to such executives, with the cost of such benefits to be borne payment or benefit by the Companyother sources. For the avoidance of doubt, the preceding sentence is intended to provide If you with such benefits on terms that are at least as favorable as the terms that are from time to time in effect during the Benefit Continuation Period with respect to the then-current senior executive-level employees of the Company. Such medical sign and dental benefits shall not, however, include any benefits which, pursuant to applicable law, rule or regulation (including but do not limited to those relating to taxation), the Company may only provide to its current active employees; for example, the health care spending account. Upon the conclusion of the Benefit Continuation Period, you will be afforded the opportunity to elect COBRA continuation coverage, and, if you elect such coverage, the cost of such coverage will be borne by the Company for the shorter of the period during which such coverage continues or (18) months. Notwithstanding the foregoing, if, during the Benefit Continuation Period, you obtain new employment pursuant to which you are eligible for medical and dental benefits which, taken as revoke a whole, are not materially less favorable than those then in effect pursuant to this paragraph 3(d) (which comparison shall be made without regard to the fact that such new benefits may entail cost to the employee), the Company’s obligations under this paragraph 3(d) shall terminate in their entirety.
(f) During the Benefit Continuation Period, you will receive group life and accidental death and dismemberment insurance coverages pursuant to the terms described in the letter from the Company’s affiliate, Reliance Standard Life Insurance Company (“RSL”), to you dated March 17, 2008 and the applicable group insurance policy, taking into account any changes to such terms and/or such policy following the date of this Letter Agreement which apply generally to the senior executive-level employees of the Company, with the cost of such coverages to be borne by the Company.
(g) The Company will transfer title to your company car to you and permit you to retain the laptop computer and the Blackberry issued to you by the Company. You may retain the telephone number presently assigned to your Blackberry and the Company shall cooperate with you with respect to transfer of such number.
(h) The Company shall reimburse you up to $2,500 for travel and entertainment expenses you may incur through May 2010 in connection with a “farewell” dinner in New York for you and such other employees of the Company as you shall select.
(i) The Company shall pay directly to your attorneys your actual legal fees relating to or arising from the negotiation or execution of this Agreement up to the amount of $12,000, to be paid promptly after being invoiced by such attorneys.
(j) The Company will execute and deliver to you a general release General Release in the form attached hereto as Exhibit D.Attachment A (the “General Release”), within the applicable time frame for revocation set forth in the General Release, you will receive the following payments and benefits, subject to the conditions and restrictions described in this Section (4) and the General Release.
a) We will pay you $16,594,007 in cash in two installments as follows: (i) two-thirds (2/3) will be paid promptly following your execution and non-revocation of a General Release (and no later than 8 days after the last date on which you may revoke this General Release in accordance with its terms, the “First Release”) following the Signing Date (such date, the “First Payment Date”) and (ii) one-third (1/3) will be paid promptly following your execution and non-revocation of a General Release (and no later than 8 days after the last date on which you may revoke this General Release in accordance with its terms, the “Second Release”) following the earlier of (x) if the date of the closing of the Transaction (the “Closing Date”) occurs prior to December 1, 2015, the Closing Date, or (y) if the Closing Date occurs on or after December 1, 2015 or does not occur, December 1, 2015 (such date, in either case, the “Second Payment Date”). We will also make a supplemental contribution of $150,000, in addition to the amount that has been or will be contributed in respect of any period ending on or prior to the Separation Date, into your retirement account under the Company’s Bermuda Non-Registered Pension Plan. This supplemental contribution will be made in cash at the same time, and subject to the same conditions, as the installment payment described in clause (i) of this Section 4(a). Collectively, these amounts are defined as the “Separation Payment” hereafter.
b) Subject to your executing and not timely revoking the First Release, all share options, share appreciation rights, restricted share units and performance share units held by you on the Separation Date will (to the extent not already fully vested) fully vest (and, in the case of share options and share appreciation rights, become fully exercisable to the extent not already fully exercisable) on the Separation Date. All outstanding share options and share appreciation rights will remain exercisable for the remainder of their original maximum terms, notwithstanding the termination of your employment. Any performance share units previously granted to you for which the performance period has not been completed prior to the Separation Date will be earned, and paid out, as if you had remained employed and the maximum level of performance had been met. #86787906v22
Appears in 1 contract
Samples: Separation Agreement (Partnerre LTD)
Other Payments and Benefits. If within 22 days following the date of this Agreement (but not before the Retirement Date) you sign the General Release in the form attached hereto as Exhibit B hereto Attachment A (the “General Release”) and do not revoke it becomes effective during the Revocation Period (as provided defined in paragraph 12(b17(b) hereofbelow), then after the expiration of the Revocation Period, you will receive the following payments and benefits described in this paragraph 3 in the manner and time framesbenefits, and subject to the conditions and restrictions, described hereinset forth in paragraph 4 hereof. You acknowledge and agree that certain of the payments and benefits described in this paragraph 3 herein differ from and are in excess of the total payments and benefits you would otherwise be eligible to receive upon retirementreceive, if not for absent this Agreement. Such payments , and benefits are as follows:shall be paid or provided to you in accordance with and subject to the terms hereof notwithstanding any provision in any applicable plan or agreement to the contrary.
(a) On Your nonvested basic shares granted under the date that follows Capital Accumulation Program (“CAP”), your Supplemental CAP shares and the Effective portion of your premium CAP shares pro-rated through the Termination Date (granted on January 18, 2005, January 17, 2006, and January 16, 2007 will vest on the Termination Date, and be delivered on the first day following the expiration of six months after your separation from service, as such term is defined in paragraph 12(b) 15 hereof) by three . On August 1, 2008, you will receive in cash (3) days, the Company will pay to you the amount of $1,000,000, less applicable tax withholdings. Such payment shall be made by direct deposit into withholdings and deductions) an amount equal to the account presently designated by you for sum of (i) the receipt of payments balance of your salaryAccount under the Deferred Cash Retention Plan as of such payment date, and (ii) the amount, if any, by which such balance is less than the initial value of your Account. On March 31, 2009, subject to your compliance through such date with the restrictive covenants contained in paragraph 7, you will receive in cash (less applicable withholdings and deductions) an amount equal to the aggregate initial value on the award date of your special equity awards granted on January 22, 2008, which awards are cancelled.
(b) The Company All your outstanding employee stock options vested by their terms prior to the Notice Date. These vested employee stock options will make a series of seventy-five (75) monthly payments to you, each remain exercisable for the periods after your Termination Date in accordance with their existing terms and as specified in the amount of $6,070.15, less applicable tax withholdings, beginning on May 15, 2010 plans and ending on July 15, 2016. Such payments shall be made by direct deposit into the account presently designated by you for the receipt of payments of your salary or such other account designated by you in the future for this purpose by written notice to the Companyprospectuses.
(c) Notwithstanding anything You will be paid $7,500,000 (less applicable deductions and withholdings) on March 31, 2009, and you will be paid $7,500,000 (less applicable deductions and withholdings) on October 5, 2009, each payment being subject to your compliance, through the contrary contained in DFG’s 2003 Employee Long-Term Incentive and Share Award Plan (the “Share Award Plan”) or the award agreements governing the outstanding DFG employee stock options previously granted date on which such payment is to you under such planbe made, all such options that are exercisable as of the Retirement Date will remain exercisable for the period ending at the close of business on April 30, 2011 in accordance with the terms of the Share Award Plan. The options that are exercisable as of the date hereof are enumerated restrictive covenants in Exhibit C heretoparagraph 7.
(d) Notwithstanding anything to the contrary contained in the Share Award Plan or the award agreement governing the 12,701 Restricted Share Units previously granted to you by DFG under the Share Award Plan that The Company will not have become vested as of the Retirement Date, such Restricted Share Units will be deemed to be vested and the shares of Class A Common Stock of DFG underlying such Restricted Share Units will be delivered to you in freely tradeable form on or about October 30, 2010. You will be afforded the opportunity, in connection with such delivery, to have shares withheld from such delivery in such number as will satisfy the minimum tax withholding obligations arising from such delivery.
(e) During the period from the Retirement Date through April 30, 2013 (the “Benefit Continuation Period”), you and your spouse will be eligible for applicable medical and dental benefits pursuant to the terms of the applicable plans covering the senior executive-level employees of the Company, taking into account any changes to such terms and/or plans following the date of this Letter Agreement which apply generally to such executives, with the cost of such benefits to be borne by the Company. For the avoidance of doubt, the preceding sentence is intended to provide you with such benefits on terms that are at least as favorable as an office and your current secretarial support in midtown Manhattan through the terms that are from time to time in effect during the Benefit Continuation Period with respect to the then-current senior executive-level employees earlier of the Company. Such medical and dental benefits shall not, however, include any benefits which, pursuant to applicable law, rule or regulation (including but not limited to those relating to taxation), the Company may only provide to its current active employees; for example, the health care spending account. Upon the conclusion i) your commencement of the Benefit Continuation Period, you will be afforded the opportunity to elect COBRA continuation coverage, and, if you elect such coverage, the cost of such coverage will be borne by the Company for the shorter of the period during which such coverage continues employment elsewhere or (18ii) monthsJuly 31, 2009, subject to your compliance through such earlier date with the restrictive covenants contained in paragraph 7. Notwithstanding the foregoing, if, during the Benefit Continuation Period, you obtain new employment pursuant to which you are eligible The Company shall not seek reimbursement for medical any office and dental benefits which, taken as a whole, are not materially less favorable than those then in effect support provided pursuant to this paragraph 3(d) (which comparison shall 4(d). Please be made without regard to advised that some portion of the fact that such new benefits may entail cost to the employee), the Company’s obligations under this paragraph 3(d) shall terminate in their entirety.
(f) During the Benefit Continuation Period, you will receive group life and accidental death and dismemberment insurance coverages pursuant to the terms described in the letter from the Company’s affiliate, Reliance Standard Life Insurance Company (“RSL”), this subparagraph may be taxable income to you dated March 17, 2008 and the applicable group insurance policy, taking into account any changes to such terms and/or such policy following the date of this Letter Agreement which apply generally to the senior executive-level employees of the Company, with the cost of such coverages to be borne by the Companyyou.
(g) The Company will transfer title to your company car to you and permit you to retain the laptop computer and the Blackberry issued to you by the Company. You may retain the telephone number presently assigned to your Blackberry and the Company shall cooperate with you with respect to transfer of such number.
(h) The Company shall reimburse you up to $2,500 for travel and entertainment expenses you may incur through May 2010 in connection with a “farewell” dinner in New York for you and such other employees of the Company as you shall select.
(i) The Company shall pay directly to your attorneys your actual legal fees relating to or arising from the negotiation or execution of this Agreement up to the amount of $12,000, to be paid promptly after being invoiced by such attorneys.
(j) The Company will execute and deliver to you a general release in the form attached hereto as Exhibit D.
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Other Payments and Benefits. If within 22 days following after the date of this Agreement (but not before the Retirement Date) Termination Date you sign the General Release in the form attached hereto as Exhibit B hereto Attachment A (the “"General Release”") and it becomes effective as provided in paragraph 12(b) hereofeffective, you will receive the following payments and benefits described in this paragraph 3 benefits, subject to the conditions and restrictions and in the manner and time frames, and subject to the conditions and restrictions, frames described hereinin this paragraph 4. You acknowledge and agree that certain of the payments and benefits described in this paragraph 3 herein differ from and are in excess of the total payments and benefits you would otherwise be eligible to receive upon retirement, if not for absent this Agreement. Such payments and benefits are as follows:.
(a) On Notwithstanding anything contained in the date that follows Citicorp 1997 Stock Incentive Plan, the Effective Date (as such term is defined in paragraph 12(b) hereof) by three (3) daysCitigroup 1999 Stock Incentive Plan or your stock option award agreements to the contrary, all unvested, outstanding employee stock options granted to you from the Company will pay vest in full as of the Termination Date, and provided you comply with the provisions of paragraph 9 below, your vested options will remain exercisable for a period of two (2) years following the Termination Date, but in any event no later than the original expiration date of the option. Any sale restriction on incremental shares distributed to you in connection with your exercise of employee stock options will no longer apply following the amount of $1,000,000, less applicable tax withholdings. Such payment shall be made by direct deposit into the account presently designated by you for the receipt of payments of your salaryTermination Date.
(b) The restricted and deferred stock awards granted to you from the Company under the Capital Accumulation Program ("CAP") on February 12, 2003, January 20, 2004 and January 18, 2005 including basic and premium shares, will make a series fully vest and be delivered to you within ten (10) days following the Effective Date of seventy-five (75) monthly payments to you, each in the amount of $6,070.15, less applicable tax withholdings, beginning on May 15, 2010 and ending on July 15, 2016. Such payments shall be made by direct deposit into the account presently designated by you for the receipt of payments of your salary or such other account designated by you in the future for this purpose by written notice to the CompanyGeneral Release.
(c) Notwithstanding anything to Forty percent (40%) of the contrary contained in DFG’s 2003 Employee Long-Term Incentive and Share Award Plan (the “Share Award Plan”) or the restricted stock award agreements governing the outstanding DFG employee stock options previously granted to you under such planfrom the Company on July 15, all such options that are exercisable as 2003 will fully vest and be delivered to you within ten (10) days following the Effective Date of the Retirement Date will remain exercisable for the period ending at the close of business on April 30, 2011 in accordance with the terms of the Share Award Plan. The options that are exercisable as of the date hereof are enumerated in Exhibit C heretoGeneral Release.
(d) Notwithstanding anything to You will receive a pro-rata incentive award for the contrary contained 2005 compensation year in the Share Award Plan or form of a cash payment (less applicable withholdings and deductions) in a gross amount equal to seven-twelfths (7/12) of the pre-tax nominal value of the award agreement governing package you would have otherwise received in early 2006 had you not separated from the 12,701 Restricted Share Units previously granted to you by DFG under Company (the Share Award Plan that will not have become vested as "Incentive Award"). The amount of the Retirement Date, such Restricted Share Units Incentive Award will be deemed to be vested based on the 2005 year-end financial results for Citigroup, and the shares of Class A Common Stock of DFG underlying such Restricted Share Units will be delivered calculated in the same manner and using the same methodology that applied to you in freely tradeable form on or about October 30, 2010. You will be afforded the opportunity, in connection with such delivery, to have shares withheld from such delivery in such number as will satisfy the minimum tax withholding obligations arising from such delivery.
(e) During the period from the Retirement Date through April 30, 2013 (the “Benefit Continuation Period”), you and your spouse will be eligible for applicable medical and dental benefits pursuant to the terms of the applicable plans covering the senior executive-level employees of the Company, taking into account any changes to such terms and/or plans following the date of this Letter Agreement which apply generally to such executives, with the cost of such benefits to be borne by the Company. For the avoidance of doubt, the preceding sentence is intended to provide you with such benefits on terms that are at least as favorable as the terms that are from time to time in effect during the Benefit Continuation Period with respect to the then-current senior executive-level employees of the Company. Such medical and dental benefits shall not, however, include any benefits which, pursuant to applicable law, rule or regulation (including but not limited to those relating to taxation), the Company may only provide to its current active employees; for example, the health care spending account. Upon the conclusion of the Benefit Continuation Period, you will be afforded the opportunity to elect COBRA continuation coverage, and, if you elect such coverage, the cost of such coverage will be borne by the Company incentive awards for the shorter of the period during which such coverage continues or (18) months. Notwithstanding the foregoingyears 2003 and 2004, if, during the Benefit Continuation Period, you obtain new employment pursuant to which you are eligible disregarding for medical and dental benefits which, taken as a whole, are not materially less favorable than those then in effect pursuant to this paragraph 3(d) (which comparison shall be made without regard to purpose the fact that such new benefits may entail cost you retired from the Company prior to the employee), end of the Company’s obligations fiscal year and received certain payments under this paragraph 3(d) shall terminate Agreement. The Incentive Award will not be subject to CAP and will be paid on the date in their entirety.
(f) During the Benefit Continuation Period, you will receive group life and accidental death and dismemberment insurance coverages pursuant early 2006 that incentive awards are paid to the terms described in the letter from the Company’s affiliateother senior executives of Citigroup. Xxxxxx X. Xxxxxxxxxx EXECUTION COPY August 24, Reliance Standard Life Insurance Company (“RSL”), to you dated March 17, 2008 and the applicable group insurance policy, taking into account any changes to such terms and/or such policy following the date 2005 Page 3 of this Letter Agreement which apply generally to the senior executive-level employees of the Company, with the cost of such coverages to be borne by the Company.
(g) The Company will transfer title to your company car to you and permit you to retain the laptop computer and the Blackberry issued to you by the Company. You may retain the telephone number presently assigned to your Blackberry and the Company shall cooperate with you with respect to transfer of such number.
(h) The Company shall reimburse you up to $2,500 for travel and entertainment expenses you may incur through May 2010 in connection with a “farewell” dinner in New York for you and such other employees of the Company as you shall select.
(i) The Company shall pay directly to your attorneys your actual legal fees relating to or arising from the negotiation or execution of this Agreement up to the amount of $12,000, to be paid promptly after being invoiced by such attorneys.
(j) The Company will execute and deliver to you a general release in the form attached hereto as Exhibit D.13
Appears in 1 contract
Samples: Separation Agreement (Citigroup Inc)
