Payments on Separation. As soon as practicable, but in no event later than 10 days, following the Separation Date, the Company shall pay to Executive a lump sum payment consisting of (x) a separation payment equal to $20,500,000, (y) $16,500,000 in respect of Executive’s previously earned and awarded fiscal year 2014 annual bonus and (z) a pro-rata bonus for fiscal year 2015 equal to $3,300,000 for service through the Separation Date based on anticipated results, minus applicable federal, state and local tax withholdings in accordance with Executive’s Form W-4 on file with the Company.
Payments on Separation. On the Separation Date, the UEBV Entities will pay to Executive, in the same percentage split as immediately prior to the Separation Date and otherwise in accordance with the UEBV Entities’ standard and established payroll practices and procedures, Executive’s final payroll and Stay Bonus (provided however, the Stay Bonus will only be included in this final pay if Executive is entitled to the Stay Bonus as set forth in subparagraph 1(g)(iii)), less deduction of appropriate taxes and other customary withholdings. Such final pay (and Stay Bonus, if entitled) shall be given to Executive on the Separation Date, the receipt of which will be acknowledged by Executive in writing upon receipt, or in the absence of such written acknowledgment, shall be acknowledged by accepting and depositing such final pay (and Stay Bonus, if entitled) by Executive. Executive acknowledges and agrees that such final pay (and Stay Bonus, if entitled) represent all compensation, salary, profit sharing, bonuses, commissions and any other payments, benefits or other compensation of any kind to which Executive is entitled. 4.
Payments on Separation. (a) Reduction in Force (RIF). When employees are terminated due to a RIF, the following costs are allowable:
Payments on Separation. Executive shall receive the following payments and benefits:
(i) $550,000 paid over a period of 12 months, commencing on September, 1, 2024 or, if later, as described in Section 2(e);
(ii) $385,000 representing a full annual bonus at target, paid over a period of 12 months, commencing on September, 1, 2024 or, if later, as described in Section 2(e);
(iii) All base salary that has been earned but not paid as of the Retirement Date, paid in a single sum in accordance with normal payroll procedures;
(iv) An amount equal to a prorated portion (based on time employed in 2024) of any bonus earned by Executive for the calendar year 2024 determined and paid following the end of calendar year 2024 in accordance with past Company practices for the determination of Executive’s annual bonus; and
(v) Continued participation in the Company’s group health plan under the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”) for a period of 12 months at no cost to Executive. Thereafter, Executive may continue COBRA continuation coverage for any remaining period of COBRA eligibility at the normal cost of continuation coverage. Executive’s continued participation is contingent on Executive timely enrolling in COBRA continuation coverage. Notwithstanding the foregoing, COBRA participation will terminate when Executive and covered dependents are no longer eligible for continuation coverage under COBRA.
Payments on Separation. In connection with the consummation of the Merger and the Separation, at the Effective Time of the Merger, the Company or Merger Sub shall make the following payments to the Consultant which are required under the Employment Agreement:
(i) A payment for (A) all unpaid, accrued salary earned by the Consultant in connection with his employment with Patina through the Separation Date, (B) all accrued, unused vacation time earned by the Consultant as an employee of Patina through the Separation Date, and (C) a Pro–Rated Target Bonus, as defined in the Employment Agreement, in each case net of applicable taxes and withholdings. With respect to the Pro-Rated Target Bonus, the parties agree that such amount will be based on the Consultant’s 2004 bonus paid by Patina in March 2005, pro-rated for the number of days that will have elapsed in 2005 through the Separation Date.
(ii) A payment of $11,520,811, in satisfaction of the cash severance amount that the Consultant is entitled to receive under the last sentence of Section 6.1(a) of the Employment Agreement. Applicable taxes and withholdings shall be deducted from such amount.
(iii) The Consultant hereby agrees and acknowledges that the payments provided in this subsection 8(b) constitute all cash payments due to the Consultant from Patina, the Company or Merger Sub under the terms of Section 6.1(a) of the Employment Agreement, including without limitation in connection with the Merger and the termination of the Consultant’s employment with Patina, or otherwise in connection with the termination of the Consultant’s employment.
Payments on Separation. On or around the Separation Date, UEI will provide Executive with his final compensation payment as set forth in Section 1(d)(ii), minus applicable deductions and withholdings, in accordance with its payroll practices and procedures, payment for any accrued but unused vacation determined in accordance with UEI’s policies and procedures, and payment for any outstanding business expenses as set forth in Section 7. Executive acknowledges and agrees that such payments, along with the other payments and consideration provided herein, represent all compensation, salary, bonuses, commissions, grants, awards, or other payments, benefits, interests, or compensation of any kind to which Executive is or may become entitled.
Payments on Separation. Executive shall receive the following payments and benefits:
(i) $440,000 paid over a period of 12 months, commencing on April 1, 2023 or, if later, as described in Section 2(e);
(ii) $264,000 representing a full annual bonus at target, paid in a single sum on April 1, 2023 or, if later, as described in Section 2(e);
(iii) All base salary that has been earned but not paid as of the Retirement Date, paid in a single sum in accordance with normal payroll procedures;
(iv) An amount equal to a prorated portion (based on time employed in 2022) of any bonus earned by Executive for the calendar year 2022 determined and paid following the end of calendar year 2022 in accordance with past Company practices for the determination of Executive’s annual bonus;
(v) $8,800 in contributions by the company to the Supplemental Executive Retirement Plan (“SERP”), representing the match for 2021 contributions by Executive; and
(vi) Continued participation in the Company’s group health plan under the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”) for a period of 12 months at no cost to Executive. Thereafter, Executive may continue COBRA continuation coverage for any remaining period of COBRA eligibility at the normal cost of continuation coverage. Executive’s continued participation is contingent on Executive timely enrolling in COBRA continuation coverage. Notwithstanding the foregoing, COBRA participation will terminate when Executive and covered dependents are no longer eligible for continuation coverage under COBRA.
Payments on Separation. In connection with his resignation, Xxxxxx shall receive:
1. Payment for (i) all unpaid, accrued salary, net of applicable taxes and withholdings, earned by Xxxxxx in connection with his employment with the Company through the Separation Date, and (ii) all accrued, unused vacation time, net of applicable taxes and withholdings, in each case, such payment to be made on the Company’s next regularly-scheduled payroll date occurring on or immediately following the Separation Date.
2. After the Separation Date and to the extent permitted by the Consolidated Omnibus Budget Reconciliation Act, as amended (“COBRA”) and the insurance policies and rules applicable to the Company, Xxxxxx shall be eligible, upon valid and timely election, to continue medical and dental insurance coverage for eighteen months or such longer period as covered under
Payments on Separation. Executive shall receive the following payments and benefits:
(i) $466,140.00 paid in a single sum on the date that follows six months after the Retirement Date, which includes but is not limited to consideration of Executive’s rights under the Restricted Stock Awards, as described in Section 3 below, that are forfeited on the Retirement Date.
(ii) $150,403.80 representing Executive’s remaining earned but unpaid wages, accrued but unused vacation time under BancorpSouth’s vacation pay policy, and cash incentive awards under the Company’s Executive Performance Incentive Plan, to be paid in a single sum on the Retirement Date.
(iii) With respect to the Executive’s rights under the Company’s Split-Dollar Life Insurance Plan, Executive will continue to accrue a “Year of Participation” under the terms of such plan for continued service as a consultant pursuant to Section 4 of this Agreement. Benefits payable to Executive’s beneficiary under Section 3.2.2 of such plan will be calculated with respect to such continued service under Section 4.
Payments on Separation. Conditioned on fulfilling his obligations under this Agreement, and offered as consideration for the waiver and release of claims described in Section 6, Bxxxxx shall receive the following payments and benefits:
(i) $265,000 in separation pay.
(ii) $40,000 as a bonus for contributions to Kubient’s initial public offering of securities.
(iii) Under the Employee Plans, Bxxxxx is entitled to elect continuation of health benefits for a period of up to 18 months following the Separation Date under the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”). If Bxxxxx elects to receive such COBRA continuation coverage, Kubient will either waive or reimburse Bxxxxx for the COBRA premium for a period of up to 12 months following the Separation Date or, if sooner, until Bxxxxx is no longer eligible for COBRA continuation coverage. Thereafter, Bxxxxx may continue such COBRA continuation coverage as provided for under the Employee Plans.
