Release Consideration. In exchange for your promises and obligations in this Release and the Severance Benefits Agreement, including the release of claims set forth below, if You sign and do not revoke this Release and this Release becomes effective, the Company will pay You the amounts, and will provide the benefits, due to You under the Severance Benefits Agreement, minus legally required federal, state and local payroll deductions and withholdings. Payment of any monetary amount provided for in this Section 2 will be made within the time periods required by the Severance Benefits Agreement (except for payments or benefits that will be paid or provided over time as provided therein) and, if no time is specified, within 5 business days after this Release becomes effective.
Release Consideration. Executive agrees that in exchange for the benefits referenced in this Agreement, on or following the Resignation Date, Executive must execute and deliver to the Company the release of claims attached to this Agreement as Exhibit B (“Global Release”) and the Global Release must become effective and irrevocable within 60 days following the Resignation Date. Executive understands and agrees that a failure to timely execute and return the Global Release will result in Executive being ineligible for the benefits referenced in this Agreement, including the Severance Payments.
Release Consideration. In consideration for my execution of this Release, the Company agrees to make payments to me and/or make benefits available to me pursuant to the Company’s Consulting and Noncompetition Agreement (the “Consulting Agreement”), at the time and in the form set forth in the Consulting Agreement. I acknowledge that in the absence of my execution of this Release, I would not be entitled to certain of the benefits described in this paragraph 2. I acknowledge further that such benefits are adequate and satisfactory consideration to me for entering into this Release.
Release Consideration. (a) In exchange for Your promises and obligations in the Severance and Release Agreements, including the release of claims and covenant not to sxx set forth in this Release, and provided that You sign and do not revoke this Release, You comply with the terms and conditions of this Release, and this Release becomes effective, the Company will pay You the amounts, and will provide You the benefits, due to You under the Severance Benefits Agreement (“Release Consideration”).
(b) Payment of any monetary amount provided for in this Section 2 will be made within the time periods required by the Severance Benefits Agreement (except for payments or benefits that will be paid or provided over time as provided in the Severance Benefits Agreement) and, if no time is specified, within 5 business days after this Release becomes effective.
(c) All payments made pursuant to the Severance and Release Agreements will be subject to withholding of applicable federal, state and local payroll deductions and withholdings. Notwithstanding the foregoing, You are solely responsible and liable for the satisfaction of any federal, state, or local taxes that may arise with respect to the Severance and Release Agreements. Neither the Company nor any of its employees, directors, or service providers shall have any obligation whatsoever to pay any such taxes or interest, to prevent You from incurring them, or to mitigate or protect You from any such tax or interest liabilities.
(d) In addition to the payments and benefits under the Severance and Release Agreements, upon termination of Your employment with the Company, You shall receive any payments required by applicable law (including payments with respect to accrued and unused vacation time). Payments required under this Section 2(d) are not conditioned upon You signing this Release or upon this Release becoming effective and shall be made within the time period(s) required by applicable law.
(e) Other than the Release Consideration, You shall not be entitled to any additional payments or benefits from the Company resulting from a termination of Your employment with the Company or under any Company incentive compensation, commission or other plan or arrangement.
(f) To the extent you may have stock options to acquire common stock of the Company that are vested as of the Employment Termination Date, the effect of the termination of Your employment with the Company on your rights to exercise such stock options and on their termination, ...
Release Consideration. Subject to and conditioned upon the issuance of the Notes hereunder at Closing, the Noteholder Representative and each Purchaser and each of their Related Parties, individually and jointly, and on behalf of their principals, directors, officers, counsel, managers, stockholders, members, limited partners, general partners; present, former, and future spouses, agents, representatives, successors, heirs, beneficiaries, predecessors, assigns, legal representatives, trustees and executors and anyone claiming by, through or on behalf of any of them (all of the foregoing are collectively referred to hereafter as “Releasing Parties”) hereby release, remise, and forever discharge Jupiter, the Parent, the Borrowers and each other Loan Party and each of their Related Parties, individually and jointly, and on behalf of their principals, directors, officers, counsel, managers, stockholders, members, limited partners, general partners; present, former, and future spouses, agents, representatives, successors, heirs, beneficiaries, predecessors, assigns, legal representatives, trustees and executors (all of the foregoing are collectively referred to hereafter as “Released Parties”) from any and all claims, debts, suits, demands, contracts, judgments, damages, costs, proceedings, and actions of any kind which Releasing Parties ever had, now have, or may hereafter have, whether known or unknown, accrued or not accrued, suspected or unsuspected, arising out of or in any way related to the Obligations to Jupiter Sellers but specifically excluding the Excluded Obligations and any claims that the Purchasers may have under the Merger Agreement (other than with respect to the Holdback Amount and interest accrued thereon as of the date of this Agreement) (collectively, the “Claims”). The Releasing Parties hereto fully and voluntarily waive, release, and relinquish any rights and benefits which they may have under any law pertaining to the Claims. In connection with such waiver and relinquishment, the Releasing Parties acknowledge that they may hereafter discover facts in addition to or different from those which they now know or believe to be true as regards the subject matter of this release, but it is their intention to fully and finally forever settle and release any and all matters, disputes and differences, known or unknown, suspected or unsuspected, which do now exist, may exist, or heretofore have existed between the Releasing Parties and the Released Parties, other than as...
Release Consideration. In exchange for your promises and obligations in this Release and the Employment Agreement, including the release of claims set forth below, if You sign and do not revoke this Release and this Release becomes effective, the Company will pay You the amounts, and will provide the benefits, due to You under the Employment Agreement, minus legally required federal, state and local payroll deductions and withholdings. Payment of any monetary amount provided for in this Section 2 will be made within the time periods required by the Employment Agreement (except for payments or benefits that will be paid or provided over time as provided therein) and, if no time is specified, within 5 business days after this Release becomes effective.
Release Consideration. Executive agrees that in exchange for the benefits referenced in this Agreement, Executive will execute a release of all known or unknown claims (“Global Release”) following the Retirement Date, which shall be similar, in all material respects, to the “Release Agreement” attached to this Agreement as Exhibit A. Executive understands and agrees that a failure to timely execute and return the Global Release will result in Executive being ineligible for the benefits referenced in this Agreement.
Release Consideration. At the Closing and subject to the terms and conditions set forth in this Agreement, in consideration of (i) the release provided by XXXX and other consideration provided by XXXX under this Agreement, (ii) the sale, transfer and conveyance of XXXX’x interest in ZFC Royalty Partners and (iii) the assignment of all right, title and interest of XXXX in its Pollution Legal Liability Policy, effective as of March 1, 2005, by and between XXXX and AIG Environmental (and any predecessor policy relating thereto), the Purchaser shall, in addition to the assumption of the Assumed Liabilities, pay directly to XXXX $100,000 (the “Release Consideration”). The Release Consideration shall be payable at the Closing by wire transfer of immediately available funds made to the account of XXXX designated in writing by XXXX to Purchaser at least two Business Days prior to the Closing Date.
Release Consideration. Notwithstanding anything contained herein to the contrary, none of the Release Consideration shall be owed by Company unless and until this Agreement and a subsequent release in the form attached hereto as Schedule 1 (the “Subsequent Release”) have been executed, are no longer subject to revocation by Employee, and Employee has revoked no portion of either this Agreement or the Subsequent Release. In consideration for Employee’s agreements in this Agreement and the Subsequent Release, Employee’s releases of claims as set forth below and in the Subsequent Release and subject to the conditions herein, the Company will pay to Employee the following amounts (collectively, the “Release Consideration”):
a. the gross amount of Thirty-One Thousand Dollars ($31,000), less lawful withholdings, in one lump sum payable no sooner than the eighth day after Employee executes this Agreement and no later than March 15, 2020;
b. the gross amount of Ninety-Three Thousand Dollars ($102,000), less lawful withholdings, in one lump sum payable no later than March 31, 2020;
c. the gross amount of Eighty-Seven Thousand Five Hundred Dollars ($87,500), less lawful withholdings, in one lump sum payable no later than July 3, 2020;
d. if Employee elects to receive continuation coverage for benefits under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), the Company will continue Employee’s and his dependents (if eligible) in its group health insurance plans, at Employee’s current plan rate at the Termination Date or, if applicable, any Early Termination Date, for a 2-month period following the Termination Date or, if applicable, any Early Termination Date. Thereafter, Employee will be given the opportunity to continue as a member of these plans for up to an additional 16-month period in accordance with COBRA and subject to the then existing plan rates, without Company subsidy; and
e. outplacement counseling services through a firm selected by and at a level to be determined by the Company, in its sole discretion. The payment of the Release Consideration described in Section 3 is conditioned upon (i) Employee signing this Agreement and providing this Agreement signed by Employee to the Company on or before January 29, 2020, which the Parties agree is at least twenty-one (21) days after the date this Agreement was provided to Employee, (ii) Employee signing the Subsequent Release and providing the Subsequent Release to the Company on or after the Terminati...
Release Consideration. In exchange for your execution of this Agreement and delivery of an effective to the general release and waiver of claims and covenant not to sue in the form attached hereto as Exhibit A (the “Release”), to be signed no earlier than the Separation Date and within the time period specified therein following your Separation Date, the Company agrees to provide you with the following:
(i) The Company agrees to pay you an amount equal to six months of your monthly base salary in a cash lump-sum payment in accordance with the Company’s standard payroll procedures as soon as administratively practicable following the date the Release becomes effective and in any event, no later than the 60th day following the Separation Date.
(ii) Following your last day of employment with the Company, contingent on your timely election to continue your existing medical, dental, and vision benefits under the Consolidated Omnibus Budget Reconciliation Act (“COBRA”), and consistent with the terms of COBRA and the Company’s health insurance plan, the Company will pay the full amount of the insurance premiums to continue your existing health benefits, for you and your covered dependents, until the earlier of (x) the effective date on which you become covered by a substantially equivalent health insurance plan of a subsequent employer, (y) six months following your last day of employment with the Company, and (z) the date you are no longer eligible for COBRA benefits. By signing below, you acknowledge that you are receiving the release consideration outlined in this section in consideration for waiving your rights to claims referred to in this Agreement and the Release and that you would not otherwise be entitled to the release consideration.
