Payment of Good and Valuable Consideration. In consideration of Employee’s acceptance of this Agreement and the release contained herein, Longs will provide the following:
(a) The Company will pay Employee thirteen thousand four hundred sixty-one dollars and fifty-three cents ($13,461.53), less applicable withholding tax and deductions, every two weeks for a period of twenty-one and one-half (21 1/2) months (i.e., forty-seven (47) payments) in accordance with Longs California regular payroll procedures beginning May 15, 2003.
(b) Until February 20, 2005, the Company will pay premiums for Employee and his eligible dependents under the Longs PPO medical benefits plan; this provision shall cover applicable COBRA payments during the specified period for continuation of medical benefits.
(c) Until February 20, 2005, the Company will reimburse Employee for the expenses of Employee and his eligible dependents under the Longs Executive Medical Plan.
(d) Until the termination of the Company’s automobile lease for Employee’s 1999 Mercedes ML430 on September 30, 2003, the Company will continue to make the required lease payments to the automobile lessor. At such lease termination date, the Company will cause Employee to have the option to purchase the automobile for the same amount that the Company is entitled to purchase the automobile under the lease at termination of the lease, with Employee also liable for any applicable taxes and fees. Whether or not Employee chooses to purchase the 1999 Mercedes ML430, from October 2003 until February 2005, the Company will pay Employee $625.41 (the current amount of the lease payment), less applicable withholding tax, each month on the second regular payroll date for the month. Subject to prior approval by the Company, Company will pay for normal vehicle maintenance during the lease term, up to September 30, 2003. Such maintenance will be provided according to the terms and conditions of Company’s corporate lease program. Employee will have use of the company gas card up to and including May 1, 2003.
(e) The Company will pay for executive level outplacement services selected by mutual agreement of the Company and Employee for up to the lesser of (i) a period of twelve (12) months and (ii) $12,000. Employee’s resignation as an employee of Longs California effective May 1, 2003 will be deemed “Normal Retirement” for purposes of Longs’ 1995 Long-Term Incentive Plan; accordingly, Employee will receive 3,908 shares of restricted stock on May 1, 2003 and Employee’s options to...
Payment of Good and Valuable Consideration. Even though Employee is not otherwise entitled to it, in consideration of Employee’s acceptance of this Agreement and the release contained herein, Longs will provide the following:
(a) Subject to the deductions set forth in paragraph 3(d) and in paragraph 7, Employee will be paid four hundred sixty four thousand and twenty five dollars ($464,025.00) as follows: two hundred ninety seven thousand three hundred fifty eight dollars and thirty three cents ($297, 358.33) of said amount on or before January 31, 2003; and the remaining amount, or one hundred sixty six thousand six hundred sixty six dollars and sixty seven cents ($166,666.67) on or before January 31, 2004. There will be no tax or other withholdings from these payments. These are the gross payments that will be made to Employee, reduced only by the deductions set forth in Paragraph 3(d) and Paragraph 7.
(b) During the period he is eligible for, and elects COBRA continuation coverage, and for a period of 6 months after COBRA eligibility ends, employee will be paid an amount per month equal to five hundred dollars ($500); notwithstanding the foregoing, such payments will terminate in the month that Employee becomes eligible for health insurance coverage from a subsequent employer, if Employee becomes so eligible prior to the termination of the COBRA continuation coverage period. Such payments will be mailed or delivered to Employee on Longs California’s second regular payroll date of each month.
(c) Employee will be paid six thousand one hundred seventy-eight dollars ($6,178) on the first business day that is three (3) days after the Effective Date as reimbursement for the anticipated contributions of Employee and his current eligible dependents under the Longs Executive Medical Plan during the eighteen month period following the Effective Date.
(d) The Company will pay the fair market value, or negotiated value, whichever is less, of the value of Employee’s 2001 model year Lexus RX300 and transfer ownership to Employee. However, said value, which was $28,300 as of December 4, 2002, will be deducted from the gross amount to be paid Employee in January 31, 2003, pursuant to Paragraph 3(a) above. Employee will be responsible for all additional amounts due to the sale of the vehicle including, but not limited to, any applicable sales tax, license and registration fees.
(e) Employee’s resignation will be deemed to be “Normal Retirement” for purposes of (i) his outstanding options to purchase Company comm...
Payment of Good and Valuable Consideration a. On the next prescribed payment date of the Company following her Resignation Date, Xxxxxxx shall be paid her final paycheck in the amount of $14,296.92, which constitutes her regular pay as an employee through March 1, 2007. Payments under this paragraph shall be less applicable taxes.
b. Pursuant to the terms of her Employment Agreement that is to be terminated per the terms of this Agreement, Xxxxxxx will receive the sum of six (6) months compensation as severance payments (the “Severance”). The Severance will be payable over a period of six (6) months in accordance with the Company’s regular payroll practices with applicable withholding.
c. The Company will also pay on behalf of Xxxxxxx the cost of COBRA payments (based on the applicable percentage previously paid by Company on behalf of Xxxxxxx for health insurance while an employee) for a period of up to twelve (12) months after her Resignation Date. Xxxxxxx agrees that should she become eligible for health insurance through a new employer (“New Plan”) during the twelve (12) month period, that she will promptly notify the Company and the Company’s obligation to make COBRA payments will end with Xxxxxxx’x eligibility to participate under the New Plan.
x. Xxxxxxx shall not be prevented from exercising any vested options granted to her pursuant to the Company’s stock option plans subsequent to the Resignation Date.
Payment of Good and Valuable Consideration. In consideration of Mr. Mandles' acceptance of this Agreement and the releases contained and described herein, and conditioned on Mr. Mandles' continuing employment and compliance with this Agreement, ABM will provide the following:
(a) From the Effective Date through November 1, 2002, Mr. Mandles shall be paid an annualized salary ("Salary") of Four Hundred Forty Five Thousand Two Hundred Thirty Two Dollars ($445,232) per year, payable semi-monthly at the rate of $37,102.67 per month. The amount of Salary shall be adjusted on November 1, 2002 to reflect the percentage increase, if any, in the World@Work (formerly American Compensation Association) Index ("W@W Index") for the Western Region, subject to a maximum annual increase of six percent (6%). This adjustment, if any, shall be based upon the projected W@W Index for the W@W fiscal year ending on the June 30th immediately preceding the effective dates of the annual increase hereunder. Notwithstanding the foregoing, there shall be no annual increase in Salary unless ABM's net income per diluted share ("EPS")for fiscal year ending October 31, 2002 is equal to or greater than ABM's EPS for ABM's fiscal year ending October 31, 2001. There shall be no downward adjustment in Salary in the event the W@W Index shows a decrease from W@W's prior fiscal year. There shall be no increase in Salary after November 1, 2002 under this Agreement.
Payment of Good and Valuable Consideration a. Within 72 hours of his Resignation Date, Xxxxxxx shall be paid his final paycheck. In lieu of any unpaid vacation, bonuses or other payments that may be due or claimed by Xxxxxxx, he shall also be paid a lump sum amount of $109,227.00, net of $500.00 (in consideration of the transfer to Xxxxxxx of his existing personal computer, Blackberry and cellular telephone number), for a final net payment of $108,727.00. Payments under this paragraph shall be less applicable taxes.
b. The Company will also pay on behalf of Xxxxxxx the cost of COBRA payments for a period of up to twelve (12) months after his Resignation Date.
c. Commencing on November 1, 2004, and ending on October 31, 2005 (“Consulting Term”), Xxxxxxx shall become a consultant to BakBone in order to provide transition, and project services to BakBone’s CEO. Such work shall not exceed ten (10) hours in a calendar month and shall be performed as requested. Xxxxxxx’x services as a consultant shall be paid $20,000.00 monthly for the twelve-month period of the Consulting Term (for a total consulting sum of $240,000.00). Except as to the monthly payment, no other payment or benefits shall be due or payable to Xxxxxxx for his services as a consultant.
d. Nothing herein shall prevent Xxxxxxx from exercising any vested options pursuant to the Company’s applicable Stock Option Plans. The Company also agrees to xxxxx Xxxxxxx one (1) year of accelerated vesting of unvested options. Further, as a resigning Director under the Plan, Xxxxxxx shall have twelve (12) months from his Resignation Date to exercise all vested options. For clarity, if in accordance with the existing stock option agreements between the Company and Xxxxxxx, there occurs an event which would result in the accelerated vesting of unvested options during the above twelve (12) month period, Xxxxxxx shall be entitled to avail himself of such accelerated vesting.
Payment of Good and Valuable Consideration. In consideration of Executive's acceptance of this Agreement and the release contained herein, ABM will provide the following:
(a) From the Effective Date through October 31, 2003, Executive shall be paid a salary ("Salary") of Two Hundred Seventy Eight Thousand Six Hundred Twenty Five Dollars ($278,625) per year, at the monthly rate of $23,219 payable semi-monthly.
(b) Executive Shall be paid a bonus ("Bonus") based on the profit ("Profit") for the fiscal year ending October 31, 2002 and the fiscal year ending October 31, 2003, as follows:
(i) Such Bonus for each such fiscal year shall be 0.1399% of ABM's Profit on a pro-rata basis.
(ii) Profit for purposes of determining such Bonus shall be defined as the consolidated income (in accordance with generally accepted accounting principles) before income taxes of ABM, excluding:
(1) gains or losses on sales or exchanges real property or on sales or exchanges of all or substantially all of the stock or assets of a subsidiary corporation or any other business unit of ABM, (2) gains or losses on the discontinuation of any business unit of ABM, (3) the discretionary portion of any contributions made to any profit sharing, employee retirement savings or similar plan and (4) WTC Related Gain. At any time, ABM's Board of Directors ("Board") reserves the right to further adjust Profit for purposes of determining a Bonus in the event of a Significant Transaction (as defined below) during a Fiscal Year and/or for any unanticipated and material events that are beyond the control of ABM, including acts of God, nature, war or terrorism, or changes in the rules for financial reporting set forth by the Financial Accounting Standards Board, the Securities and Exchange Commission ("SEC"), and/or the New York Stock Exchange. In addition Profit shall be subject to such other adjustments as are made to the "Profit" used in calculating bonuses generally for the other Senior Vice Presidents of ABM.
(iii) Notwithstanding the foregoing, Profit for purposes of determining the Bonus in any such fiscal year shall include WTC Related Gain and WTC Related Carry-Over Gain in an aggregate amount not to exceed a maximum of $10 million. For purposes of this Agreement, the term "WTC Related Gain" shall mean the total amount of all items of income included in ABM's audited consolidated financial statements for any Fiscal Year that result from ABM's receipt of insurance proceeds or other compensation or damages due to ABM's loss of property, bu...
Payment of Good and Valuable Consideration a. Following the execution of this Separation Agreement and Release of Claims (the "Separation Agreement") the Company or a subsidiary of the Company will in accordance with the Consulting Agreement and this Separation Agreement, will pay Kolaric monetary payments totaling $100,000 USD. Payments are to be made in accordance with SCHEDULE A annexed hereto.
b. It is expressly understood that the payments made under this Agreement constitute good and valuable consideration on the part of the Company in satisfaction of any obligations under the Consulting Agreement and for the release and satisfaction of any and all claims Kolaric may have against the Company both under his Consulting Agreement and or from his service as a director of the Company from the beginning of time until the Resignation Date as defined in this Agreement. It is further understood that ESW will have no right of setoff to its payment obligations under this Agreement, and that this Agreement is irrevocable, non-cancelable and is not subject to early termination for any reason whatsoever.
c. Notwithstanding anything to the contrary in this Agreement, the Company's Stock Option Plan (the "Plan") or any other option plans or option agreements under which Kolaric may have received options, nothing herein shall prevent Kolaric from exercising any vested options pursuant to the Company's applicable stock option plans with the term to exercise all options expiring at the end of the term as provided for under the specific option(s) or eighteen (18) months from the Resignation Date, whichever is the longer.
d. All valid and supported expenses incurred by Kolaric, prior to the Resignation Date as reflected on SCHEDULE B to this Agreement, will be paid by the Company concurrent with the effective date of this Separation Agreement.
e. In the event that Kolaric should die or become incapacitated, all payments being made to Kolaric under this Separation Agreement, will be paid in accordance with the terms of this Agreement, to Kolaric's Estate or his duly appointed personal representative as the case may be.
f. All payments made by the Company, under this Agreement, shall be forwarded to an address so designated in writing by Kolaric or his legal counsel, from time to time.
g. The Company will assist Kolaric in the filing of any and all beneficial ownership reports required to be filed, pursuant to the Securities Exchange Act of 1934, as amended.
h. All payments made to Kolaric under this Agreement incl...
Payment of Good and Valuable Consideration a. Following the execution of this Separation Agreement and Release of Claims (the "Separation Agreement") the Company will pay Kolaric the sum of ten ($10.00) USD representing good and valuable consideration.
b. Notwithstanding anything to the contrary in this Agreement, the Company's Stock Option Plan (the "Plan") or any other option plans or option agreements under which Kolaric may have received options, nothing herein shall prevent Kolaric from exercising any vested options pursuant to the Company's applicable stock option plans with the term to exercise all options expiring at the end of the term as provided for under the specific option(s).
c. The Company will assist Kolaric in the filing of any and all beneficial ownership reports required to be filed, pursuant to the Securities Exchange Act of 1934, as amended.
d. All payments made to Kolaric under this Agreement including the issuance of Common Stock will be disclosed to appropriate tax authorities as necessary.
Payment of Good and Valuable Consideration. Within 72 hours of the Resignation Date, Xxxxx shall be paid his final paycheck and all accrued but unused vacation.
x. Xxxxx shall thereafter be paid $13,786 per month without any deductions or withholdings for a period of eighteen (18) months commencing on the Resignation Date. Xxxxxxx shall make these payments between the 1st and 5th of each month and will provide Xxxxx with a 1099. Except as to the continuing payment, Xxxxx shall not be entitled to any other cash payments.
x. Xxxxx currently has stock options both in Xxxxxxx Laboratories, Inc. pursuant to the 1985 plan and in Pure Pulse pursuant to the 1994 plan as set forth in Schedule A attached hereto. Those stock options shall be converted to non-qualified stock options and shall remain in effect until their expiration dates as set forth in Schedule X. Xxxxx and Xxxxxxx shall sign any agreements or papers necessary to effectuate such conversion.
x. Xxxxx is not now and shall not be entitled to any Supplemental Retirement Annuity after the Resignation Date of this Agreement.
x. Xxxxxxx will continue to provide Xxxxx with the current benefits for life, disability, dental and medical plans until the earlier of (i) any coverage under his next employer for medical, disability, dental and life insurance or (ii) the expiration of 18 months from the Resignation Date.
Payment of Good and Valuable Consideration. Upon the expiration of his employment agreement on July 31, 1996, Xx. Xxxx shall be paid his final paycheck and all accrued but unused vacation and any other accrued but unpaid benefits.
a. On August 1,
