Payments to Xxxxx. Intellicell shall make the following payments to Xxxxx in consideration of the various covenants and agreements of Xxxxx contained in this Agreement:
(a) $250,000 upon the parties signing this Agreement.
(b) 24 monthly payments of $14,583.33 each, with the first payment commencing on May 1, 1999, and with payments thereafter on the first day of each month.
(c) Notwithstanding anything to the contrary contained herein, Intellicell shall immediately pay to Xxxxx all amounts due and unpaid under (a) and (b) of this paragraph 3 upon the earlier to occur of the following (i) in the event that Intellicell fails to comply with any of the provisions of this Agreement and fails to cure such breach within the cure period provided in paragraph 9(o) hereof, or (ii) if Intellicell merges, consolidates or is otherwise combined with another entity and is not the surviving entity.
Payments to Xxxxx. (a) In consideration of the terms hereof, the Company agrees to pay Xxxxx, and Xxxxx agrees to accept, the following payments:
(i) Commencing on September 1, 1998, and extending until Xxxxx'x death and, following his death, to his surviving spouse, if any, until the earlier of (i) the expiration of the period ending on September 1, 2018, or (ii) the death of his spouse, an annual payment of Seventy Five Thousand Dollars ($75,000) in equal monthly installments payable on the first day of each month.
(ii) Xxxxx'x present salary through August 31, 1998.
(iii) On August 31, 1998, Thirty Thousand Dollars ($30,000), an amount equal to one-third (1/3) of the highest annual bonus distributed to Xxxxx during the three preceding fiscal years.
(iv) On August 31, 1998, an amount equal to the current value to Xxxxx of thirty (30) days of unused vacation.
(b) In the event of a Change of Control (as defined in the Employment Agreement) of the Company, Xxxxx shall have the right at any time thereafter to demand that the present value of the remaining annual payments described in Section 3(a)(i) be calculated and paid to him, with such payment to be made by the Company within thirty (30) days of the date of his written demand for the same. For this purpose, the present value of the remaining payments shall be calculated using a discount rate equal to the sum of (i) the yield of a U.S. Treasury security having a maturity comparable to the remaining number of years that such payments are to be made to Xxxxx, plus (ii) three hundred basis points. Following any Change of Control, the Company agrees to pay, to the full extent permitted by law, all legal fees and expenses which Xxxxx may reasonably incur as a result of any contest (regardless of the outcome thereof) by the Company or others (including Xxxxx) of the validity or enforceability of, or liability under, any provision of this Agreement, plus interest at the applicable federal rate provided for in Section 7872(f)(2) of the Internal Revenue Code of 1986.
(c) Xxxxx acknowledges that the payments set forth above shall fully compensate him for any and all sums owed to him by the Company in respect of the Employment Agreement, the Company's Non- Qualified Supplemental Executive Retirement Plan (the "SERP") and for the releases and obligations contained herein.
Payments to Xxxxx. 3.01. In consideration of Services furnished by Xxxxx hereunder, the Company shall pay to Xxxxx a monthly fee in the amount of One Hundred Thousand Dollars ($100,000). Within seven days of the date hereof, the Company shall pay Xxxxx an amount representing the pro rata portion of the fee for the month of November 2015. Thereafter, Xxxxx shall be paid his monthly fee in arrears on the 15th and last day of each month.
3.02. The Company shall reimburse Xxxxx for all reasonable expenses incurred by Xxxxx in the performance of the Services hereunder and all matters related thereto, including, but not limited to, reasonable temporary housing expenses in the Milwaukee, Wisconsin area and reasonable travel expenses to and from St. Louis or New York for the purposes of providing the Services hereunder. Xxxxx shall prepare documentation of such expenses as required by the Company’s existing policies and procedures related to expense reimbursement, and the Company shall promptly reimburse Xxxxx for such expenses after receipt and approval of such documentation and any additional documentation the Audit Committee of the Board (the “Audit Committee”) may require. The aforementioned expenses will be subject to the periodic review and approval of the Audit Committee. The payment of such expenses shall be reported in accordance with applicable Internal Revenue Service statutes and regulations.
3.03. The provisions of Section 3.02 shall survive the expiration or earlier termination of this Agreement to the extent such expenses have previously been incurred or are incurred in connection with such expiration or termination. For the avoidance of doubt, the expenses payable by the Company to Xxxxx as described in Section 3.02 are exclusive of, and in addition to, the monthly fees payable to Xxxxx pursuant to Section 3.01.
Payments to Xxxxx. Xxx agree that it was a material inducement to the Company to provide you the Consideration that you would steadfastly abide by all the provisions of this Agreement. If you materially breach any of the provisions of this Agreement, then you also agree that the installment payments of the Consideration will immediately cease and you will not be entitled to, nor will you receive, any further Consideration installments under this Agreement and you will forthwith repay to the Company all Consideration installments paid to you prior to the breach.
Payments to Xxxxx. In further exchange for the waiver and release and other substantial promises by Xxxxx contained herein, Hanover agrees as follows:
a. Within three (3) business days after the Effective Date, Hanover will deliver to Xxxxx a final paycheck for all wages earned through the Effective Date, plus any accrued but unused vacation, less any and all customary and usual deductions or withholdings.
b. Within thirty (30) days after the Effective Date, Hanover will reimburse Xxxxx for all necessary and reasonable expenses that Xxxxx has incurred on behalf of the Hanover Entities prior to the Effective Date, according to the standard policies and procedures of Hanover regarding reimbursement of such expenses. Further, Hanover will reimburse Xxxxx or pay directly for Xxxxx'x reasonable attorney's fees incurred with respect to the negotiation and execution of this Agreement.
c. Hanover's Houstonian membership which Xxxxx has been using will be assigned from Hanover to Xxxxx, without charge, and Hanover shall pay any remaining balance on the initiation fee. Xxxxx shall be responsible for all dues and expenses relating thereto from and after the Effective Date.
d. Except as otherwise specifically provided in this Agreement, Xxxxx will not be eligible to participate in or accumulate any credit under the provisions of any retirement plan, the vacation policy, or any other employee benefit plan or policy of Hanover from and after the Effective Date. No further bonus will be paid to Xxxxx under any bonus plan or policy.
Payments to Xxxxx. Xxx agree that it was a material inducement to the Company to provide you the Consideration that you would steadfastly abide by all the provisions of this Agreement. If you materially breach any of the provisions of this Agreement, then you also agree that the installment payments of the Consideration will immediately cease and you will not be entitled to, nor will you receive, any further Consideration installments under this Agreement and you will forthwith repay to the Company all Consideration installments paid to you prior to the breach. 15. Non-Admission. Nothing contained in this Agreement will be deemed or construed as an admission of wrongdoing or liability on the part of you, Profire or any member of the Company Group.
Payments to Xxxxx. In consideration of the covenants undertaken and releases given herein by Xxxxx, and in full satisfaction of the obligations of the Company under that certain Employment Agreement dated November 9, 2007, (the “Employment Agreement.”), and in recognition of Xxxxx’x performance as Executive Vice President and General Counsel during his employment with the Company through July 5, 2010, and thereafter as the Company’s acting interim Chief Operating Officer and acting interim Chief Legal Officer for the period from July 5, 2010 through October 1, 2010, which October 1, 2010 date shall be deemed by the Parties to be the effective date of Xxxxx’x termination of employment from the Company (herein the “Termination Date”), and in recognition of Xxxxx’x agreement to provide continued consulting services to Company as set forth herein:
a. Effective as of October 2, 2010, Xxxxx will be retained by the Company as an Independent Consultant and as may be requested by the Company through the Company’s Senior Management or Board of Directors, Xxxxx will continue to provide services, counsel and advice to the Company, when and as requested from time to time by the Company’s Senior Management and the Company will compensate Xxxxx for the period October 2, 2010 through December 31, 2010 in the amount of $124,000 (October 2, 2010- through December 31, 2010), which payment or payments through December 31, 2010, as may be made by the Company, shall be paid pursuant to Paragraph 1 e., below and reported at year end 2011 as compensation paid to Xxxxx by way of Form 1099.
b. In addition to the consulting payment(s) to be made pursuant to paragraph 1 a, above, the Company will pay to Xxxxx the total severance amount of Five Hundred Thousand Dollars ($500,000.00), less standard withholdings and deductions, provided that Xxxxx executes and does not revoke this Agreement (all as provided in Paragraph 14 below). The severance payment under this Paragraph shall be subject to applicable withholding and deductions as required by federal and state law and shall be reported at year end 2011 via Form W-2 and shall be paid to Xxxxx pursuant to Paragraph 1 e., below.
c. The Company will pay to Xxxxx, for reimbursement of certain legal expenses incurred by Xxxxx during the course of his employment and in connection with the Chapter 11 proceeding commenced by Fremont General Corporation and the preparation of this Agreement the amount of $12,159.89. Xxxxx shall submit to the Company a copy of the...
Payments to Xxxxx. In consideration for this Agreement the Company agrees to make the following payments to Xxxxx according to the terms specified herein:
Payments to Xxxxx. ATS will pay Xxxxx amounts due to him in respect of service during 2010 in accordance with Section 11(b) of the Executive Agreement, including any amounts due pursuant to the ATS 2010 bonus program. In addition, ATS will pay to Xxxxx xxxxxxxxx, as provided in Section 11(c) of the Executive Agreement in the case of termination of the Executive Agreement by Xxxxx for “Good Reason” as defined in the Executive Agreement, i.e., an amount equal to eighteen months of Xxxxx’ base compensation ($405,000 per annum), payable as follows: (a) an amount equal to six months of such base compensation ($202,500) will be paid on the date that is six months and one day after the Effective Date, and (b) the remaining twelve months of such base compensation will be paid to Xxxxx in twelve monthly installments, commencing on the date that is seven months after the Effective Date (August 1, 2011). All such payments will be subject to all applicable withholding requirements.
