Payments and Other Benefits. Provided that Colleague has: (i) complied in all respects with the requirements of this Agreement, specifically including Section 2, above, (ii) executed and not revoked this Agreement; and (iii) executed and not revoked, within the timeframe specified therein following the Separation Date, an additional General Release containing terms and conditions substantially identical to this Agreement (“Appendix A”), Energizer will provide Colleague with the payments and benefits described below, in consideration and in exchange for Colleague’s promises and obligations herein. Colleague acknowledges that the payments and other benefits set forth below are more than he would otherwise be eligible to receive.
a. Energizer will continue to pay Colleague’s current base salary of $540,000 and offer the same benefits during the Transition Period;
b. Energizer will reimburse Colleague for any unreimbursed expenses properly incurred in accordance with, and subject to, the Company’s regular policies in effect from time to time regarding reimbursement of expenses during the Transition Period;
c. Colleague’s earned paid-time off will be paid in a lump sum upon the Separation Date or in accordance with Energizer’s payroll practices for terminated employees;
d. Colleague’s “Other earned benefits and compensation” will be paid and/or transferred to the colleague as per the applicable plan agreement(s) and/or the applicable Colleague election(s). ”Other earned benefits and compensation” include but may not be limited to: Deferred Compensation, Executive SIP, Pension – PPMA, Pension – Account Pension Benefit, SERP – Account Pension Benefit, Pension – Retirement Accumulation, and SERP – Retirement Accumulation. In addition, Company agrees to make a pro-rata matching contribution, as earned through the Transition Period to the Energizer Executive SIP within sixty (60) days of the end of the Transition Period.
Payments and Other Benefits. In further consideration for Executive’s compliance with the obligations identified in this Agreement, Edgewell agrees to the following:
Payments and Other Benefits. (a) In exchange for and in consideration of all of the promises and covenants contained in this Agreement (including, without limitation and contingent upon Xxxxxx’x execution and delivery on the Separation Date of the Release as more specifically described and defined in Section 4 of this Agreement, and further provided that Xxxxxx not revoke such Release), the Company agrees to provide Xxxxxx with the following:
(i) Xxxxxx’x annual bonus, based on his and the Company’s performance for the fiscal year ending December 31, 2017, determined in accordance with the applicable policies and procedures set forth in Xxxxxx’x Employment Agreement and based on the terms and conditions established by the Compensation Committee of the Board, which shall be paid to Xxxxxx, in cash, on or prior to March 15, 2018;
(ii) 87,500 unregistered shares of the Company’s common stock, par value $0.01 per share, issued by the Company to Xxxxxx as of the Separation Date;
(iii) A lump sum payment of Fifteen Thousand Dollars ($15,000) within ten (10) business days following the Separation Date;
(iv) Extension of the option exercise period of all stock options previously granted to Xxxxxx such that the option exercise period is coterminous with the term of the option award; and
(v) The Company agrees that Xxxxxx may keep his laptop computer.
(b) For the Consulting Services provided to the Company during the Initial Transition Period pursuant to Section 2(a) of this Agreement, the Company shall pay Xxxxxx at a rate of Thirty Thousand Dollars ($30,000.00) per month, in arrears.
(c) For the Consulting Services requested by and provided to the Company following the Initial Transition Period pursuant to Section 2(b) of this Agreement (and prior to the any termination of the consulting relationship by Xxxxxx or the Company), the Company shall pay Xxxxxx at the rate of One Hundred Seventy Five Dollars ($175.00) per hour worked with a maximum daily rate of One Thousand Four Hundred Dollars ($1,400.00). Notwithstanding the foregoing, for travel time, the Company shall pay Xxxxxx at the rate of Fifty Dollars ($50.00) per hour, with a maximum daily travel rate of Four Hundred Dollars ($400.00). For days that include both consulting and travel hours, the aggregate daily rate will be capped at One Thousand Four Hundred Dollars ($1,400.00). Xxxxxx will submit an invoice to the Company no later than the tenth (10th) day of each month that sets forth, in reasonable detail, a description of the Consul...
Payments and Other Benefits. (a) The Company shall pay to Employee by wire transfer on the Effective Date, subject in each case to any required tax and similar withholdings, (i) a termination fee of $6,957,953, and (ii) $1,209,695 (in full and complete settlement for all unpaid salary, bonuses and unused vacation days due under the Current Employment Agreement or otherwise).
(b) In addition to the foregoing, and notwithstanding any other provision of this Agreement, the Company shall reimburse Employee pursuant to Sections 3(d), 3(f), 5, and 7 of the Current Employment Agreement for any amounts due and owing (or required to be reimbursed) under such Sections through the Effective Date, such reimbursement to be made in accordance with the terms of such Sections; provided, however, that no request for reimbursement pursuant to Section 3(d), 3(f) or 5 of the Current Employment Agreement shall be permitted after the Effective Date with respect to any expense incurred prior to January 1, 2002; and provided further, that any and all requests for reimbursement pursuant to Section 3(d), 3(f) or 5 of the Current Employment Agreement must be submitted by Employee no later than thirty (30) business days after the Effective Date; and provided further, that no request for reimbursement shall be permitted after the Effective Date for any expenses described in clause (A) of the second sentence of Section 3(d) of the Current Employment Agreement, it being understood that all such expenses are to be reimbursed pursuant to, and subject to the limitations set forth in, Section 4 of this Agreement.
(c) To the extent that any Payment (as such term is defined in Schedule II to the Current Employment Agreement) made on or prior to the Effective Date is or was determined (as provided in the following sentence) to be subject to the Excise Tax (as such term is defined in Schedule II to the Current Employment Agreement) imposed by Section 4999 (as such term is defined in Schedule II to the Current Employment Agreement), Employee shall be entitled to the benefits and protections set forth in Schedule II of the Current Employment Agreement, which is incorporated herein by this reference to the same extent as if set forth in this Agreement in its entirety. Notwithstanding any provision in Schedule II to the Current Employment Agreement to the contrary, the determination that any Payment made on or prior to the Effective Date is or was subject to the Excise Tax shall be established only by a final determination by ...
Payments and Other Benefits. 2.1 Provided Xxxxx has not voluntarily terminated employment with the Company prior to the beginning of the Assignment Period, then during the term of this Agreement, Xxxxx will maintain his current base salary as of January 1, 2013 of $413,751, and he will maintain his current benefits as detailed in the terms and conditions of the plan documents. Upon the termination of Xxxxx’x employment, Xxxxx shall execute and deliver to Company the Additional Release substantially in the form attached hereto as Exhibit A by no later than 21 days after Xxxxx’x termination of employment. Consulting assignments and board of directors appointments must be approved by the Company through Xxxxxx Xxxxx, SVP-Human Resources. If Xxxxx obtains other employment, is terminated by the Company without cause or submits his resignation after the commencement of the Assignment Period, then his employment will terminate, and he will receive all salary that would have been earned through the end of the Assignment Period in a lump-sum within 30 days of his termination date. In addition, if Xxxxx remains as CFO until the beginning of the Assignment Period, the 2011 CGP Grant and 2011 PRSU grant will become 100% vested on August 9, 2013 and be paid after the performance period in accordance with plan provisions at the achievement level deemed by the Compensation Committee and an additional 25% of the 2010, 2011, and 2012 Stock Option Grants will vest on August 9, 2013. In addition, during the Assignment Period, Xxxxx will not be subject to trading window restrictions but will be required to notify the Company’s General Counsel within 1 business day of his trading of ITW stock or exercising ITW options for any transaction subject to §16(b) reporting. The Company will continue to file the appropriate Form 4’s with the SEC on Xxxxx’x behalf during the Assignment Period, provided that Xxxxx complies with such notification requirements and timely provides the information needed for such filings. Xxxxx will maintain his eligibility for the 0000 X&X Bonus, payable in March 2014, paid in accordance with the bonus plan’s regular terms and process; provided, however, that the “P” will be calculated based upon Company performance and the “O” portions of the award will be paid at 80% completion rate.
2.2 Prior to Xxxxx’x termination, Xxxxx will maintain eligibility for ITW benefits as stated in the terms and conditions of the respective plan documents. Upon Xxxxx’x termination of employment, Company ...
Payments and Other Benefits. (a) The amount to be paid to the Chairman Emeritus for his services hereunder shall be U.S.$100,000 per annum, which shall include any directors fees to which the Chairman Emeritus may from time to time be entitled with respect to serving as a Director of the Corporation, such amount to be paid in equal bi-weekly instalments in arrears or in such other manner as may be mutually agreed upon, less, in any case, any deductions or withholdings required by law.
Payments and Other Benefits. (a) (i) In lieu of any and all benefits Employee would otherwise be entitled to under the Employment Agreement, Employee will receive supplemental retirement payments based on Employee’s base annual salary of $524,400 for a period of eighteen months (the “Payout Period”), commencing six months after the Retirement Date; and (ii) As a special inducement to enter into this Agreement, a lump sum payment of $524,400 payable on his Retirement Date.
(b) The Company will provide Employee with continued medical, dental, and vision coverage (as previously elected by Employee) for a period of twenty-four (24) months after the Retirement Date, subject to Employee paying the same portion of the premiums for such coverage as is paid by actively employed executives of the Company during the period of his employment with the Company; provided, however, that any such continued coverage shall cease in the event Employee obtains comparable coverage in connection with subsequent employment. The provision of such benefits during the Payout Period shall not count toward the Employee’s entitlement period for continuation benefits under the Consolidated Omnibus Budget Reconciliation Act (“COBRA”).
(c) Employee shall fully vest as of the Retirement Date in the following:
i. 58,733 shares of Holdings’ restricted stock granted 8/11/04, which shares would otherwise not vest until July 27, 2006.
ii. 42,233 stock options granted 8/11/04, with an exercise price of $16.70 per share, which options would otherwise not vest until July 27, 2006. These options may be exercised up to the later of (A) ninety (90) days after the Retirement Date and (B) December 31, 2006.
iii. 17,333 options granted 3/22/05 with an exercise price of $27.50, which options would otherwise not vest until January 23, 2007. These options may be exercised up to the later of (A) ninety (90) days after the Retirement Date and (B) December 31, 2006. For the avoidance of doubt, all vested options held by Employee, either because of paragraphs (i) through (iii) above or otherwise, may be exercised up to the later of (A) ninety (90) days after the Retirement Date and (B) December 31, 2006. The Company hereby confirms that the Employee will be entitled to satisfy his withholding tax obligations on any restricted stock vesting or option exercises through share withholding.
(d) Notwithstanding the provisions of the 2005 Senior Executive Annual Incentive Plan which require continued employment through the payment date for payme...
Payments and Other Benefits. (a) From the date hereof until March 31, 2003, the Executive shall continue as an employee of the Company at the annual salary payable to the Executive as of the date hereof. The Executive shall continue to be treated as an employee of the company until the close of business on March 31, 2003 for purposes of determining amounts and benefits under all the Company's benefit plans, including, without limitation, pension (for purposes of both age and service), retiree medical, defined contribution plans, stock options and other retiree or active benefits. The Executive shall retire as an employee of the Company at the close of business on March 31,2003.
(b) Within 5 days following the Position Change Date, the Company shall pay the Executive, by wire transfer to an account designated by the Executive, the sum of (x) three million three hundred and seventy-five thousand dollars ($3,375,000), representing a pro rata annual bonus for calendar year 2002 and (y) $375,000 for each month (or portion thereof) after September 30, 2002 that the Position Change Date occurs. This payment shall be treated as compensation for purposes of the Company's qualified and nonqualified defined contribution plans.
(c) For the period from the date hereof through March 31, 2003, the Company shall continue to provide the Executive with all benefits, including perquisites, currently provided to the Executive.
(d) Commencing on April 1, 2003 (the "Commencement Date"), the Executive shall be entitled to a pension payable by the Company at an annual rate of $1,500,000 for his life, with a survivor annuity payable to his current spouse for her life at an annual rate of $1,500,000 until March 31, 2013 and an annual rate of $750,000 thereafter, in each case payable in equal monthly installments. If the Executive dies before the Commencement Date, his current spouse shall be entitled to an annuity payable by the Company for her life at an annual rate of $1,500,000 until March 31, 2013 and thereafter at an annual rate of $750,000, payable in equal monthly installments. Amounts payable to the Executive and his current spouse pursuant to this Section 2(d) shall include all amounts payable to them pursuant to the Company's defined qualified and nonqualified pension plans, including the Cash Balance Plans.
(e) The Company agrees to continue to provide the Executive at the Company's cost with (x) the use of an office and the provision of secretarial assistance, and (y) the use of a car and driver, i...
Payments and Other Benefits. (a) In consideration for the Employee’s execution of this Agreement, the Company will provide the Employee with a lump sum payment of cash in lieu of the Four Thousand Six Hundred Sixty (4,660) Restricted Stock Units which have been awarded to Employee, but which have not yet vested (“the RSU Payment”), less any withholding and other taxes required by law, and Employee further understands and agrees that this RSU Payment is in excess of any and all claims for salary, personal leave time or any other form of compensation. The value of each RSU shall be calculated as of the end of the trading day on June 27, 2014.
(b) Except as provided in this Agreement or as otherwise required under the terms of an applicable employee benefit plan, Employee agrees and acknowledges that his participation in any 401(k) Plan, short-term and long-term disability plans, or any other benefit plans made available to him as a Versar employee, and his participation in and entitlement to any and all other benefits in which he is currently enrolled, but which are not specifically addressed in this Agreement, will terminate on the Separation Date, except as otherwise provided in this Agreement.
(c) Employee's participation, if any, in the Versar medical, dental, vision and other insurance plans shall cease as of the Separation Date unless, to the extent that Employee is eligible, he timely elects to receive medical and/or dental benefits pursuant to the provisions of the Consolidated Omnibus Budget Reconciliation Act ("COBRA") for himself and/or any qualifying beneficiaries.
(d) Except as otherwise provided in this Agreement, Employee waives any right of participation in, or additional benefits under, the employee benefit, fringe benefit and compensation plans of Versar with respect to any period after the Separation Date.
Payments and Other Benefits. (a) Employee acknowledges that he has received all wages, benefits and all other payments to which he was entitled by virtue of his employment with Employer through the Termination Date.
