Payments and Other Consideration. The Company agrees to make the payments and accommodations and other consideration as set forth below in Paragraphs 1a, 1b, 1c, 1e, and 1g expressly conditioned on: (i) Employee providing non-executive services to the Company as requested, including making himself reasonably available for any future assistance related to any Litigation as defined in Paragraph 18 (“Services”); (ii) Employee signing and delivering to the Company this Agreement within 21 calendar days of the date of the Agreement and not subsequently revoking the Agreement within the time period set forth in Paragraph 4; (iii) Employee signing and delivering to the Company a Supplemental Release and Waiver of Claims in the form attached as Exhibit 1 to this Agreement (“Supplemental Release”) and not subsequently revoking it within the time period set forth therein; and (iv) Employee signing and delivering to the Company the Long Term Incentives Vesting/Forfeiture Agreement (“LTI Vesting/Forfeiture Agreement”) in the form attached as Exhibit 2 to this Agreement. Employee understands that the Company will deduct from any payments specified herein federal withholding taxes and other deductions the Company is required by law to make from wages and other payments to employees. Employee further understands that the payments and benefits and the retirement treatment to long term incentives set forth in this Paragraph 1 are all the Employee is entitled to receive from the Company under this Agreement except for those amounts described in Paragraph 6 to which Employee may be entitled. a. The Parties agree that Employee will continue his active employment in a non-executive and non-officer status at his normal base salary during the Transition Period, with Employee retiring effective March 1, 2020 (the “Retirement Date”), provided that Employee does not accept employment outside of Fluor, complies with all obligations under this Agreement, and complies with Fluor’s Code of Business Conduct & Ethics and other Company policies. During the Transition Period Employee shall provide Retirement and Release Agreement-Page 1 of 18 Services from home, as reasonably directed by Cxxxxx Xxxxxxxxx or his designee. Employee’s continued employment during the Transition Period shall be at a level that results in a “separation from service” under the Fluor 409A Executive Deferred Compensation Program and for purposes of Section 409A of the Internal Revenue Code (the “Code”). During the Transition Period Employee shall be entitled to participate in all health, welfare, life insurance, disability and similar plans and programs generally available to U.S. based employees of the Company in accordance with the terms and conditions of such plans and programs, as amended from time to time. Time Off With Pay (“TOWP”) will not accrue during the Transition Period. Other than as expressly provided in this Agreement, Employee shall not be entitled to receive benefits generally provided by Company to executives or officers of the company, including but not limited to: perquisites, allowances, or severance payments under any severance policy or plan. Employee shall transfer any Company memberships held in his name to the Company no later than October 31, 2019. Additionally, for 2020, Employee shall not be entitled to participate in the Fluor 409A Executive Deferred Compensation Plan. The Parties also agree that the Change in Control Agreement between Fluor and the Employee, dated June 13, 2010, is hereby terminated with immediate effect.
Appears in 1 contract
Payments and Other Consideration. The Company a. In consideration of Executive's entering into and compliance with all terms of this Agreement, Rackspace agrees to make pay to Executive a lump sum of $350,000.00 as severance, less applicable federal and state withholdings and ordinary payroll deductions. Executive will also receive a payment for unused earned time off (ETO). In addition, Rackspace will pay Executive the payments additional sum of $11,050.00 in a lump sum, less applicable federal and accommodations state withholdings and other consideration as set forth below in Paragraphs 1aordinary payroll deductions, 1bwhich represents the estimated amount Executive may be required to pay for election of benefits under the Consolidated Omnibus Budget Reconciliation Act (COBRA) through April 15, 1c, 1e, and 1g expressly conditioned on: (i) Employee providing non-executive services to 2012. Rackspace shall deliver the Company as requested, including making himself reasonably available for any future assistance related to any Litigation as defined in Paragraph 18 (“Services”); (ii) Employee signing and delivering to the Company this Agreement within 21 calendar days of the date of the Agreement and not subsequently revoking the Agreement within the time period set forth in Paragraph 4; (iii) Employee signing and delivering to the Company a Supplemental Release and Waiver of Claims in the form attached as Exhibit 1 to this Agreement (“Supplemental Release”) and not subsequently revoking it within the time period set forth therein; and (iv) Employee signing and delivering to the Company the Long Term Incentives Vesting/Forfeiture Agreement (“LTI Vesting/Forfeiture Agreement”) in the form attached as Exhibit 2 to this Agreement. Employee understands that the Company will deduct from any payments specified herein federal withholding taxes and other deductions to Executive within thirty (30) days after the Company is required by law to make from wages and other payments to employeesSeparation Date. Employee further Executive understands that the COBRA election and payments are his choice and benefits and the retirement treatment to long term incentives set forth in this Paragraph 1 are all the Employee is entitled to receive from the Company under this Agreement except for those amounts described in Paragraph 6 to which Employee may be entitledresponsibility.
a. The Parties agree that Employee b. As further consideration for this Agreement, Rackspace will continue his active employment in pay Executive what he would have earned as a non-executive and non-officer status at his normal base salary during bonus for the Transition Period, with Employee retiring effective March 1, 2020 first quarter of calendar year 2011 (the “Retirement DateQ1 Bonus”), provided that Employee does not accept employment outside of Fluor, complies ) had he remained employed with all obligations under this Agreement, Rackspace. This amount will be determined and complies with Fluor’s Code of Business Conduct & Ethics and other Company policies. During the Transition Period Employee shall provide Retirement and Release Agreement-Page 1 of 18 Services from home, as reasonably directed by Cxxxxx Xxxxxxxxx or his designee. Employee’s continued employment during the Transition Period shall be at a level that results in a “separation from service” under the Fluor 409A Executive Deferred Compensation Program and for purposes of Section 409A of the Internal Revenue Code (the “Code”). During the Transition Period Employee shall be entitled to participate in all health, welfare, life insurance, disability and similar plans and programs generally available to U.S. based employees of the Company paid in accordance with the terms and conditions of such plans and programsthe non-equity incentive plan which is in effect on March 4, as amended from time to time. Time Off With Pay (“TOWP”) will not accrue during the Transition Period. Other than as expressly provided in 2011.
c. As further consideration for this Agreement, Employee Rackspace agrees that Executive will have the right to retain all stock options that have vested and are exercisable as of April 15, 2011, under the terms of the stock option agreements entered into pursuant to the applicable stock option awards (the “Vested Options”).
d. Executive will have the right to exercise his unexercised Vested Options in accordance with said stock option agreements until January 15, 2012, and Executive's right to exercise the Vested Options shall not terminate as a result of him not being a Service Provider through January 15, 2012. All other non-vested options under the stock option agreements shall terminate as of the Separation Date. The stock option agreements are hereby amended to incorporate the foregoing agreement. Executive acknowledges and understands that the extension of his exercise period may have tax and other legal implications with regard to these options, and that Executive is hereby strongly advised to seek independent legal and tax advice and counsel regarding such consequences.
e. Executive acknowledges and agrees that the payments to be made hereunder shall be accepted by Executive as, and shall be considered as, payments in consideration for this Agreement, including the releases and non-compete granted below, and in lieu of notice for unemployment compensation purposes. In addition, Rackspace will pay Executive all reasonable unreimbursed expenses in accordance with company policy.
f. Rackspace will allow Executive to keep his cell phone number, for use on Executive's personal cell phone plan. Rackspace will facilitate this by agreeing to port the number to Executive's cell phone provider.
g. Rackspace shall not be entitled obligated to receive benefits generally provided by Company make any further or additional payment to executives Executive in any amount or officers of the company, including but not limited to: perquisites, allowances, or severance payments under for any severance policy or plan. Employee shall transfer any Company memberships held in his name to the Company no later than October 31, 2019. Additionally, for 2020, Employee shall not be entitled to participate in the Fluor 409A Executive Deferred Compensation Plan. The Parties also agree that the Change in Control Agreement between Fluor and the Employee, dated June 13, 2010, is hereby terminated with immediate effectpurpose whatsoever.
Appears in 1 contract
Samples: Transition Employment Agreement (Rackspace Hosting, Inc.)
Payments and Other Consideration. The Company agrees to make If Executive executes and does not revoke this Separation Agreement during the payments and accommodations and other consideration as set forth below revocation period described in Paragraphs 1a, 1b, 1c, 1eSection 19 hereof, and 1g expressly conditioned if Executive re-signs this Separation Agreement on: , or within twenty-one (i21) Employee providing non-executive services to days following, the Company as requestedSeparation Date and does not revoke this Separation Agreement during the second revocation period described in Section 19 hereof (i.e., including making himself reasonably available for any future assistance related to any Litigation as defined in Paragraph 18 (“Services”); (ii) Employee signing and delivering to the Company this Agreement within 21 calendar days of the date of the Agreement and not subsequently revoking the Agreement within the time period set forth in Paragraph 4; (iii) Employee signing and delivering to the Company a Supplemental Release and Waiver of Claims in the form attached as Exhibit 1 to this Agreement (“Supplemental Release”) and not subsequently revoking it within the time period set forth therein; and (iv) Employee signing and delivering to the Company the Long Term Incentives Vesting/Forfeiture Agreement (“LTI Vesting/Forfeiture Agreement”) in the form attached as Exhibit 2 to this Agreement. Employee understands that the Company will deduct from any payments specified herein federal withholding taxes and other deductions the Company is required by law to make from wages and other payments to employees. Employee further understands that the payments and benefits and the retirement treatment to long term incentives set forth in this Paragraph 1 are all the Employee is entitled to receive running from the Company under this Agreement except for those amounts described in Paragraph 6 to which Employee may be entitled.
a. The Parties agree that Employee will continue his active employment in a nonre-executive and non-officer status at his normal base salary during the Transition Period, with Employee retiring effective March 1, 2020 signing date) (the “Retirement DateSecond Revocation Period”), provided that Employee does not accept employment outside of Fluor, complies with all obligations under this Agreement, and complies with Fluor’s Code of Business Conduct & Ethics and other Company policies. During the Transition Period Employee shall provide Retirement and Release Agreement-Page 1 of 18 Services from home, as reasonably directed by Cxxxxx Xxxxxxxxx or his designee. Employee’s continued employment during the Transition Period shall be at a level that results in a “separation from service” under the Fluor 409A Executive Deferred Compensation Program and for purposes of Section 409A of the Internal Revenue Code (the “Code”). During the Transition Period Employee shall will be entitled to participate in all healththe following payments and benefits, welfare, life insurance, disability and similar plans and programs generally available subject to U.S. based employees of the Company in accordance compliance by Executive with the terms and conditions of such plans this Separation Agreement, including without limitation, the terms and programsconditions set forth in Sections 5 and 6 hereof, as amended from time well as all Company policies and other agreements binding on Executive, including the Company’s Executive Incentive Compensation Recoupment Policy (which shall remain applicable to timeExecutive in accordance with its terms), the Incentive Plan (as hereinafter defined) and the stock options and restricted stock awards granted under the Incentive Plan. Time Off With Pay (“TOWP”) will not accrue during Executive acknowledges and agrees that, under the Transition Period. Other than as expressly provided terms of this Separation Agreement, he is receiving consideration beyond that which he would otherwise be entitled and which, but for the mutual covenants set forth in this Separation Agreement, Employee the Company would not otherwise be obligated to provide. It is expressly acknowledged and agreed that if Executive revokes this Separation Agreement during either of the revocation periods described in Section 19 hereof, all provisions of this Separation Agreement shall be null and void ab initio, and Executive shall not be entitled to receive benefits generally provided by Company to executives or officers any of the companypayments or other benefits provided in this Separation Agreement:
(a) During the three years beginning on the day after the Separation Date, including but the Company will pay Executive a total of $1,146,770.52, in seventy-eight (78) equal biweekly installments in accordance with the Company’s normal payroll practices. The first of these payments (which will include any installments that otherwise would have been made prior to the end of the Second Revocation Period) shall be made on the Company’s first regular payroll date after the Second Revocation Period.
(b) During the three years beginning on the day after the Separation Date, the Company will pay Executive a Board of Directors special recognition payment of $500,000.00 in recognition of Executive’s long-standing tenure with and contribution to the Company. This special payment shall be made in seventy-eight (78) equal biweekly installments in accordance with the Company’s normal payroll practices. The first of these payments (which will include any installments that otherwise would have been made prior to the end of the Second Revocation Period) shall be made on the Company’s first regular payroll date after the Second Revocation Period.
(c) The Company will pay Executive an annual incentive bonus in respect of the Company’s fiscal year 2014 in the amount of $167,927, to be paid on the same basis and at the same time as for other executives of the Company. Executive will have no right to receive any annual incentive bonus in respect of the Company’s fiscal year 2015.
(d) If Executive timely elects under the provisions of COBRA to continue his group health plan coverage that was in effect on the date of this Separation Agreement, Executive will receive continuation of such coverage, with such continuation coverage to be at the Company’s expense for a period of 18 months from the Separation Date, provided that Executive continues to be eligible for COBRA coverage. In addition, if Executive remains eligible for COBRA coverage and has not limited to: perquisitesbecome eligible for coverage under a new employer’s group health plan on or prior to the date that is 18 months following the Separation Date, allowancesthe Company shall pay Executive a lump sum amount equal to 18 times the COBRA monthly premium rate (less the 2% COBRA administrative charge) in effect for Executive at such time; provided, or severance however, that Executive will notify the Company within two weeks of becoming eligible for group health coverage with another employer.
(e) Executive has been granted stock options and restricted stock awards under the Company’s 2005 Omnibus Incentive Plan (the “Incentive Plan”). Attached as Schedule A to this Separation Agreement is a summary of Executive’s outstanding stock options and restricted stock awards. All of the Executive’s unvested stock options shall be accelerated as of the end of the Second Revocation Period, and all vested stock options will be exercisable in accordance with the Incentive Plan for a period of 30 days following the Separation Date (subject to tolling for any period during which the Company’s trading window is closed). All of the Executive’s restricted stock (“Restricted Stock”) will continue to vest as provided in Schedule A. Any stock options that are vested and exercisable as of the Separation Date which are not exercised prior to the close of the first trading window ending after the Separation Date (i.e., November 18, 2014) and any stock options accelerated as of the end of the Second Revocation Period may not be exercised prior to the Company’s first open trading window following release of fiscal 2015 first quarter earnings (which is scheduled to begin on January 8, 2015) and may be exercised for twenty-six days commencing from such date.
(f) During the three years beginning on the day after the Separation Date, Executive will have the right to continue using the vehicle leased by the Company for use by Executive and the Company shall continue to (i) make the monthly lease payments under any severance policy the automobile lease for the benefit of Executive and (ii) pay for or plan. Employee shall transfer any Company memberships held in his name reimburse, as applicable, the automobile insurance, fuel and repairs and maintenance on such vehicle, to the Company extent and subject to the terms and conditions in effect immediately prior to Executive’s termination of employment; provided that Executive shall continue to be bound by and shall observe all agreements and conditions relating to the use of such vehicle as in effect immediately prior to his termination of employment; provided further that any payments for or reimbursements of any lease payments, automobile insurance, fuel and repairs and maintenance incurred with respect to such vehicle in 2014 will be made no later than October 31March 15, 20192015. AdditionallyAt the end of the aforesaid three-year period, Executive may purchase the vehicle from the Company at the vehicle’s then current “blue book” value.
(g) The Company shall provide Executive with outplacement services, at the Company’s expense and by a service selected by the Company in its reasonable discretion, for 2020, Employee shall not be entitled up to participate in six months from the Fluor 409A Executive Deferred Compensation Plan. The Parties also agree that the Change in Control Agreement between Fluor and the Employee, dated June 13, 2010, is hereby terminated with immediate effectSeparation Date.
Appears in 1 contract
Samples: Separation Agreement (MSC Industrial Direct Co Inc)
Payments and Other Consideration. The This Agreement shall become effective as set forth in Paragraph 4, provided that Employee does not revoke the Agreement within the time period set forth in Paragraph 4. Employee shall continue to remain employed during the Transition Period and the Company agrees to make the payments and accommodations payments, accommodations, and other consideration as set forth below in Paragraphs 1a, 1b, 1c, 1e1d, and 1g expressly conditioned on1e provided that: (i) Employee providing non-executive services provides the Transition Services to the Company as requested, including making himself reasonably available for through the Separation Date and Employee does not accept or begin employment or any future assistance related to any Litigation as defined in Paragraph 18 (“Services”)engagement with a Competitive Business during the Transition Period; (ii) Employee signing signs and delivering to the Company this Agreement within 21 calendar days of the date of the Agreement and not subsequently revoking the Agreement within the time period set forth in Paragraph 4; (iii) Employee signing and delivering delivers to the Company a Supplemental Release and Waiver of Claims in the form attached as Exhibit 1 to this Agreement (“Supplemental Release”) within the time period set forth therein and does not subsequently revoking revoke it within the time period set forth therein; and (iviii) Employee signing signs and delivering delivers to the Company the Long Term Incentives Vesting/Forfeiture Agreement (“LTI Vesting/Forfeiture Agreement”) in the form attached as Exhibit 2 to this AgreementAgreement after the Separation Date. Employee understands that the Company will deduct from any payments specified herein federal withholding taxes and other deductions the Company is required by law to make from wages and other payments to employees. Employee further understands that the payments and benefits and the retirement treatment to long term incentives set forth in this Paragraph 1 are all the Employee is entitled to receive from the Company under this Agreement in Separation and Release Agreement-Page 1 connection with his separation from service, except for those amounts described in Paragraph 6 to which Employee may be entitled.
a. The Parties agree that Employee will continue his active employment in a non-executive and non-officer status at his normal base salary during the Transition Period, with Employee retiring effective March 1, 2020 (the “Retirement Date”), provided that Employee does not accept employment outside of Fluor, complies with all obligations under this Agreement, and complies with Fluor’s Code of Business Conduct & Ethics and other Company policies. During the Transition Period Employee shall provide Retirement and Release Agreement-Page 1 of 18 Services from home, as reasonably directed by Cxxxxx Xxxxxxxxx or his designee. Employee’s continued employment during the Transition Period shall be at a level that results in a “separation from service” under the Fluor 409A Executive Deferred Compensation Program and for purposes of Section 409A of the Internal Revenue Code (the “Code”). During the Transition Period Employee shall be entitled to participate in all health, welfare, life insurance, disability and similar plans and programs generally available to U.S. based employees of the Company in accordance with the terms and conditions of such plans and programs, as amended from time to time. Time Off With Pay (“TOWP”) will not accrue during the Transition Period. Other than as expressly provided in this Agreement, Employee shall not be entitled to receive benefits generally provided by Company to executives or officers of the company, including but not limited to: perquisites, allowances, or severance payments under any severance policy or plan. Employee shall transfer any Company memberships held in his name to the Company no later than October 31, 2019. Additionally, for 2020, Employee shall not be entitled to participate in the Fluor 409A Executive Deferred Compensation Plan. The Parties also agree that the Change in Control Agreement between Fluor and the Employee, dated June 13, 2010, is hereby terminated with immediate effect.
Appears in 1 contract
Payments and Other Consideration. The Company agrees If Executive executes and does not revoke this Separation Agreement during the revocation period described in Section 20 hereof and, except with respect to make amounts due or paid earlier, if Executive re-signs this Separation Agreement on or about the payments Termination Date (or such earlier date as Executive's employment shall have terminated) and accommodations and does not revoke this Separation Agreement during the revocation period described in Section 20 hereof, in lieu of any other consideration rights, entitlements or benefits he may have had under the SPA (as set forth below in Paragraphs 1a, 1b, 1c, 1e, and 1g expressly conditioned on: (ihereinafter defined) Employee providing non-executive services to or the Company as requested, including making himself reasonably available for any future assistance related to any Litigation as defined in Paragraph 18 (“Services”); (ii) Employee signing and delivering to the Company this Agreement within 21 calendar days of the date of the Agreement and not subsequently revoking the Agreement within the time period set forth in Paragraph 4; (iii) Employee signing and delivering to the Company a Supplemental Release and Waiver of Claims in the form attached as Exhibit 1 to this Employment Agreement (“Supplemental Release”as hereinafter defined) and not subsequently revoking it within the time period set forth therein; and (iv) Employee signing and delivering to the Company the Long Term Incentives Vesting/Forfeiture Agreement (“LTI Vesting/Forfeiture Agreement”) in the form attached as Exhibit 2 to this Agreement. Employee understands that the Company Executive will deduct from any payments specified herein federal withholding taxes and other deductions the Company is required by law to make from wages and other payments to employees. Employee further understands that the payments and benefits and the retirement treatment to long term incentives set forth in this Paragraph 1 are all the Employee is entitled to receive from the Company under this Agreement except for those amounts described in Paragraph 6 to which Employee may be entitled.
a. The Parties agree that Employee will continue his active employment in a non-executive and non-officer status at his normal base salary during the Transition Period, with Employee retiring effective March 1, 2020 (the “Retirement Date”), provided that Employee does not accept employment outside of Fluor, complies with all obligations under this Agreement, and complies with Fluor’s Code of Business Conduct & Ethics and other Company policies. During the Transition Period Employee shall provide Retirement and Release Agreement-Page 1 of 18 Services from home, as reasonably directed by Cxxxxx Xxxxxxxxx or his designee. Employee’s continued employment during the Transition Period shall be at a level that results in a “separation from service” under the Fluor 409A Executive Deferred Compensation Program and for purposes of Section 409A of the Internal Revenue Code (the “Code”). During the Transition Period Employee shall be entitled to participate in all healththe following payments and benefits, welfare, life insurance, disability and similar plans and programs generally available subject to U.S. based employees of the Company in accordance compliance by Executive with the terms and conditions of such plans this Separation Agreement, including without limitation, the terms and programsconditions set forth in Section 6 hereof, as amended from time to timebut excepting Section 2 hereof. Time Off With Pay (“TOWP”) will not accrue during Executive acknowledges and agrees that under the Transition Period. Other terms of this Separation Agreement, he is receiving consideration other than as expressly provided that which he would otherwise be entitled and which, but for the mutual covenants set forth in this Separation Agreement, Employee the Company would not otherwise be obligated to provide:
(a) On the Termination Date, the Company will pay Executive a cash lump sum equal to all earned but unpaid salary earned by Executive through the Termination Date. Notwithstanding the immediately preceding paragraph of this Section 3, Executive shall not be entitled to receive benefits generally provided all earned but unpaid salary and all accrued but unused paid time off (including vacation time) earned by Executive through the Transition Date (or the Termination Date, as the case may be) if Executive does not sign or revokes this Separation Agreement during the applicable revocation period described in Section 20 hereof. In addition, the Company to executives or officers will reimburse Executive for all business expenses incurred on behalf of the companyCompany through the Termination Date (or Transition Date, including but not limited to: perquisitesas the case may be), allowancesin accordance with the Company's policies with respect to the reimbursement of expenses;
(b) $748,000 (an amount equal to two hundred percent (200%) of the Highest Base Salary, as defined in the SPA), payable on the first business day after the expiration of six (6) months from the Termination Date or, if earlier, the date of Executive's death (such first business day or severance payments date of death, the “Delayed Payment Date”);
(c) $554,400 (an amount equal to two hundred percent (200%) of the Highest Annual Bonus, as defined in the SPA), payable on the Delayed Payment Date;
(d) $277,200 (an amount equal to Executive's anticipated 2012 bonus under any severance policy the Century Aluminum Company Annual Incentive Bonus Plan (the “AIP”)), payable on the earlier to occur of (A) the date on which the Company makes bonus payouts under the AIP to its senior executives in respect of the 2012 calendar year or plan. Employee (B) the Delayed Payment Date;
(e) The Company shall transfer any Company memberships held provide continuation of insurance for a period of 24 months after the Termination Date in his name accordance with Section 3.1(c)(iii) of the SPA, subject to Executive's timely election of applicable COBRA group health continuation coverage with respect to medical and dental benefits and conditioned on the Executive's pre-payment to the Company no later than October 31of the full COBRA premiums for such coverage through the Delayed Payment Date, 2019which payment will be reimbursed by the Company on the Delayed Payment Date; provided, however, should the preceding be prevented due to any change in the applicable law after the date of the Separation Agreement, the last paragraph of Section 3.1(c)(iii) of the SPA shall govern;
(f) Settlement and delivery of 8,521 shares of Company Common Stock, representing settlement of Executive's previously vested 2011-2013 Performance Share Units, to be settled on the Delayed Payment Date;
(g) A payout of $135,000 for Executive's previously vested 2010-2012 Performance Units, payable on the earlier to occur of (A) the date on which the Company makes payouts of other vested 2010-2012 Performance Units or (B) the Delayed Payment Date;
(h) A payout of $140,250 for Executive's previously vested 2011-2013 Performance Units, payable on the Delayed Payment Date;
(i) A payout of $95,875 representing a pro rated settlement of Executive's anticipated 2012-2014 long-term incentive award, payable on the Delayed Payment Date;
(j) A lump sum pension benefit calculated in the manner provided in Section 3.1(c)(iv) of the SPA, with the calculation made based on the Termination Date being the “Termination Date” referred to in such Section 3.1(c)(iv) and using the actuarial assumptions specified in such Section 3.1(c)(iv), it being acknowledged that assuming a Termination Date of June 21, 2013 and current actuarial assumptions, such lump sum pension benefit would be $170,372; such lump sum pension benefit shall be payable on the Delayed Payment Date;
(k) Executive shall continue to be entitled with respect to any accrued and vested benefits under any tax-qualified retirement plans or the Century Aluminum Company Amended and Restated Supplemental Retirement Income Benefit Plan, as amended by Amendment No. Additionally1 dated February 22, for 20202010 (the “SRIB Plan”), Employee and the Company acknowledges and agrees that Executive's compensation under such plans shall not include the one-time $120,000 bonus awarded to Executive in March 2011. Notwithstanding the first paragraph of this Section 3, Executive shall be entitled to participate such benefits if Executive does not sign or re-sign or revokes this Separation Agreement during the applicable revocation period described in Section 20 hereof;
(l) Options to purchase an aggregate of 25,288 shares of the Fluor 409A Company's common stock that are held by Executive Deferred Compensation under the Century Aluminum Company Amended and Restated 1996 Stock Incentive Plan (the “Stock Plan. The Parties also agree that the Change in Control Agreement between Fluor ”), and the Employeerelated award agreements issued to Executive thereunder, dated June 13as set forth on Schedule A to this Separation Agreement (each, 2010an “Option”), is hereby terminated will remain outstanding and exercisable until the tenth anniversary of the date of grant of such Option, unless earlier exercised or settled pursuant to the terms of the Stock Plan and the award agreements issued with immediate effectrespect to the Option. Notwithstanding the first paragraph of this Section 3, Executive shall be entitled to such benefits if Executive does not sign or re-sign or revokes this Separation Agreement during the applicable revocation period described in Section 20 hereof; and
(m) On the Transition Date, the Company will reimburse Executive for $57,000 of legal fees and expenses incurred by Executive in connection with the drafting, negotiation and execution of this Separation Agreement.
Appears in 1 contract
Payments and Other Consideration. The Company agrees to make the payments and accommodations and other consideration as set forth below in Paragraphs 1a, 1b, 1c, 1e, and 1g expressly conditioned on: (i) Employee providing non-executive services to the Company as requested, including making himself reasonably available for any future assistance related to any Litigation as defined in Paragraph 18 (“Services”); (ii) Employee signing and delivering to the Company this This Agreement within 21 calendar days of shall become effective on the date of the Agreement that it is signed by both Employee and FEI, provided that Employee does not subsequently revoking revoke the Agreement within the time period set forth in Paragraph 4. Employee shall continue to serve as CEO and as a director on the Board through the Transition Date, for which he will continue to receive the same compensation and benefits as were in effect prior to execution of this Agreement. Employee shall cease to serve as CEO after the Transition Date and, provided that Employee resigns from the Board as a director on the Transition Date, FEI agrees to employ Employee during the Transition Period in a non-executive, non-officer status as Special Advisor to the Chairman and CEO and to make the payments, accommodations and other considerations as provided for below in Paragraphs 1a, 1b, 1c, 1d, 1e, 1f, 1g and 1h, provided that: (i) Employee provides the Transition Services through the Retirement Date (other than on account of death or disability) and Employee does not accept or begin employment or any engagement with a Competitive Business during the Transition Period; (iiiii) Employee signing signs and delivering to the Company a Supplemental Release and Waiver of Claims in the form attached as Exhibit 1 to this Agreement (“Supplemental Release”) and not subsequently revoking it within the time period set forth therein; and (iv) Employee signing and delivering delivers to the Company the Long Term Incentives Vesting/Forfeiture Agreement (“LTI Vesting/Forfeiture Agreement”) in the form attached as Exhibit 2 to this AgreementAgreement promptly after the Transition Date; and (iii) with respect to the benefits and payments provided for in Paragraphs 0x, 0x, 0x, 0x xxx 0x, Xxxxxxxx signs and delivers to the Company the Supplemental Release and Waiver of Claims in the form attached as Exhibit 1 to this Agreement (“Supplemental Release”) within the time period set forth therein and does not subsequently revoke it within the time period set forth therein. Employee understands that the Company will deduct from any payments specified herein federal applicable withholding taxes and other deductions the Company is required by law to make from wages and other payments to employees. Employee further understands that the payments and benefits and the retirement treatment to long term incentives set forth in this Paragraph 1 are all the Employee is entitled to receive from the Company under this Agreement in connection with his separation from service, except for those amounts described in Paragraph 6 and 25 to which Employee may be entitled.
a. The Parties agree that Employee will continue his active employment in a non-executive and non-officer status at his normal base salary during the Transition Period, with Employee retiring effective March 1, 2020 (the “Retirement Date”), provided that Employee does not accept employment outside of Fluor, complies with all obligations under this Agreement, and complies with Fluor’s Code of Business Conduct & Ethics and other Company policies. During the Transition Period Employee shall provide Retirement and Release Agreement-Page 1 of 18 Services from home, as reasonably directed by Cxxxxx Xxxxxxxxx or his designee. Employee’s continued employment during the Transition Period shall be at a level that results in a “separation from service” under the Fluor 409A Executive Deferred Compensation Program and for purposes of Section 409A of the Internal Revenue Code (the “Code”). During the Transition Period Employee shall be entitled to participate in all health, welfare, life insurance, disability and similar plans and programs generally available to U.S. based employees of the Company in accordance with the terms and conditions of such plans and programs, as amended from time to time. Time Off With Pay (“TOWP”) will not accrue during the Transition Period. Other than as expressly provided in this Agreement, Employee shall not be entitled to receive benefits generally provided by Company to executives or officers of the company, including but not limited to: perquisites, allowances, or severance payments under any severance policy or plan. Employee shall transfer any Company memberships held in his name to the Company no later than October 31, 2019. Additionally, for 2020, Employee shall not be entitled to participate in the Fluor 409A Executive Deferred Compensation Plan. The Parties also agree that the Change in Control Agreement between Fluor and the Employee, dated June 13, 2010, is hereby terminated with immediate effect.
Appears in 1 contract
