Preexisting Entitlements Sample Clauses

Preexisting Entitlements. You and the Company acknowledge and agree that the cessation of your service as President and Chief Executive Officer of PotlatchDeltic upon the Closing would have entitled you to resign your employment and receive severance benefits pursuant to the PotlatchDeltic Severance Program for Executive Employees (as amended, the “PotlatchDeltic Severance Plan”). In settlement of your entitlements under the PotlatchDeltic Severance Plan, on or as soon as reasonably practicable following the Closing, the Company will pay you a cash amount of $6,728,305. In addition, all of your equity awards granted under PotlatchDeltic’s equity incentive plans that are outstanding as of immediately prior to the Closing will fully vest at the Closing (with any performance-based vesting criteria deemed achieved in accordance with the terms of the Merger Agreement) and be settled in accordance with the applicable award agreement and the terms of the Merger Agreement. You acknowledge and agree that receipt of the payments and benefits described in this Section 3 will be in full satisfaction of your rights under the PotlatchDeltic Severance Plan and the PotlatchDeltic equity incentive plans.

Preexisting Entitlements. Except as set forth in Section 4, your termination of employment upon the completion of the Transition Period will be treated as an involuntary termination without Cause pursuant to the Severance Agreement. Accordingly, upon the completion of the Transition Period, you will be entitled to receive the severance payments and benefits set forth in Section 3(b) of the Severance Agreement and all outstanding Company Equity Awards held by you as of such date will be treated consistently therewith. For the avoidance of doubt, any payments pursuant to the Severance Agreement shall be subject to your performance hereunder and your execution and non-revocation of a Separation and Release Agreement in substantially the form attached to the Severance Agreement, provided, that the applicable non-solicitation and non-compete covenants shall apply for a period of twenty-four (24) months following your termination date and the Company shall be deemed to satisfy its obligations under Section 8 of the Separation and Release Agreement by providing written instructions to its executive officers as to the subject matter set forth therein.

Preexisting Entitlements. In connection with your entry into this Letter Agreement and the Closing, you agree to waive any claim to terminate your employment for Cause as a result of the Closing, and in exchange, you will receive the payments and benefits in this paragraph, including the payments and benefits to which you would have otherwise been entitled to receive pursuant to Section 3.3 of the Employment Agreement. Specifically, you will be entitled to receive (i) the cash severance set forth in Section 3.3 of the Employment Agreement based on your base salary and target bonus in effect as of immediately prior to the Closing, (ii) $38,927.00 representing the value of the employer funded portion of the health insurance plan benefits in effect as of the Closing for a period of three years and tax assistance, advice and filing preparation services for three years and 4923-1747-8530 v.6

Preexisting Entitlements. You and the Company agree that your termination of employment will be treated as a “Qualifying Event” (within the meaning of the Amended and Restated Employment Agreement, dated as of November 5, 2020 and effective as of February 1, 2021, by and between you and the Company (the “Employment Agreement”)), and, subject to the execution and effectiveness of the Release Agreement attached hereto as Exhibit B (the “Release”) and compliance with your obligations thereunder and under this Letter Agreement, you will be entitled to receive the Separation Benefits under Section 3.02 of the Employment Agreement, based on experiencing a Qualifying Event prior to a Change in Control. In addition, in lieu of the treatment provided in the Employment Agreement and your outstanding equity award agreements with the Company (the “Equity Award Agreements”), the Equity Award Agreements governing your unvested equity awards are hereby amended such that all of your outstanding and unvested Company equity awards will remain outstanding and continue to be eligible to vest following the Separation Date in accordance with their terms (without proration) and any vested options will be exercisable as set forth on Schedule I attached hereto, and shall otherwise remain subject to the applicable Equity Award Agreements (the “Equity Award Treatment”). You agree that Schedule I accurately reflects the Separation Benefits and the Equity Award Treatment. You acknowledge that your entitlement to such benefits shall remain subject to the terms of this Letter Agreement, the Employment Agreement, the Equity Award Agreements (as amended hereby to reflect the Equity Award Treatment as set forth in Schedule I), the Release, and your continued compliance with your obligations thereunder and under the Restrictive Covenant Agreement (as defined below and amended hereby). You acknowledge and agree that if the Company at any time within twelve (12) months following the Separation Date learns of facts or circumstances that would have affected the nature and characterization of your termination, the Separation Benefits and Equity Award Treatment may be suspended, and if the Company determines that your termination of employment should not have been characterized as a Qualifying Event, the Separation Benefits and Equity Award Treatment shall cease, any remaining Separation Benefits or outstanding equity awards eligible for the Equity Award Treatment shall be forfeited, and any Separation Benefits and equity...