Retention Benefits. As an incentive to continue in the employ of the Companies after the Merger and to provide PROASSURANCE and EASTERN knowledge and experience in the business of worker’s compensation insurance and in consideration for the termination of the Executive Agreement, Executive shall be eligible for the following retention incentive payments (the “Retention Payments”).
(a) PROASSURANCE shall cause EASTERN to pay Executive the cash sum of $300,000 six months after the Effective Date.
(b) Subject to the vesting requirements set forth herein, PROASSURANCE shall cause EASTERN to pay the Executive the following cash payments as herein provided:
(i) $300,000 shall vest and become payable to Executive as herein provided on the first anniversary of the Effective Date (the “First Vesting Date”) if the Executive has been continuously employed with the Companies from the Effective Date through and including the First Vesting Date; and
(ii) $300,000 shall vest and become payable to Executive as herein provided on the second anniversary of the Effective Date (the “Second Vesting Date”) if the Executive has been continuously employed with the Companies from the Effective Date through and including the Second Vesting Date; and
(iii) $300,000 shall vest and become payable to Executive as herein provided on the third anniversary of the Effective Date (the “Third Vesting Date”) if the Executive has been continuously employed with the Companies from the Effective Date through and including the Third Vesting Date. Payment of the amounts required under this Section 4(b) shall be made to Executive on the Companies second payroll date immediately following the date of vesting, but in no event later than seventy-five (75) days after the end of the year in which the vesting occurs. Each Retention Payment shall be made in cash and shares of Common Stock with the cash portion being approximately 50% of the amount of each Retention Payment. The value of the shares of the Common Stock shall be the Fair Market Value as defined under the Plan of the shares on the applicable vesting date.
(c) If Executive’s employment is terminated by the Companies without Cause or if Executive terminates employment with the Companies for Good Reason, the payments to be made under Section 4(b) that have not vested on or before the Date of Termination shall become 100% vested and shall be paid to Executive in cash in accordance with Section 5(a)(i) hereof. If Executive’s employment is terminated by reason of deat...
Retention Benefits. Dear Xxx: In recognition of the importance of your services to Xxxxxxx Neurosciences, Inc. (the “Company”), I am pleased to inform you that you have been selected to participate in a retention program designed to retain employees like you, who are critical to achieving the Company’s business objectives and maximizing the Company’s value to stockholders. This retention program provides the following benefits, and is subject to the following terms and conditions:
Retention Benefits. If the Executive is employed by the Employer or VGI's other Subsidiaries following a Change of Control, the Executive shall be entitled to accrue a cash benefit (the "Retention Benefit") provided the Executive remains employed for one (1) or two (2) 90-day periods immediately following the Change of Control, (the "Retention Benefit Payment Period"). The accrued quarterly Retention Benefit shall be an amount equal to the Executive's 2001 Compensation, so that if the Executive remains employed for the entire Retention Benefit Payment Period, he would earn a Total Retention Benefit equal to two hundred percent (200%) of his 2001 Compensation. The Retention Benefit shall be paid to the Executive in two (2) installments as so earned: The first installment shall be paid ninety (90) days following the date that a Change of Control is deemed to be effective, provided that the Executive is so employed by the Employer, VGI or a Subsidiary on the ninetieth (90th) following a Change of Control, and, if applicable, a second and final installment shall be paid at the end of the Retention Benefit Payment Period, provided, that the Executive is so employed as of the final day of the Retention Benefit Payment Period. If the Executive's employment with the Employer and VGI and Subsidiaries is terminated following a Change of Control, but prior to the end of the second 90 day period for any reason (including death or disability) other than a termination for Cause by the Employer or a Voluntary Termination, the Employer shall pay the Executive the full amount of the Retention Benefit that the Executive would have been entitled to receive from the effective date of the Change of Control through the end of the Retention Benefit Payment Period. The Employer shall pay such amount to the Executive within five (5) business days following the termination of the Executive's employment. The payment of the Retention Benefit shall be in addition to the payment of all salary and any other amounts otherwise payable to the Executive under this Agreement or any option agreement or other agreements with the Employer or VGI or otherwise in connection with his employment by the Employer, VGI or one of its Subsidiaries whether pursuant to employee benefit plans or policies of the Employer, VGI or one of its Subsidiaries, or any severance or other benefit available to the Executive under applicable law.
Retention Benefits. (a) The Management Resources and Compensation Committee has determined, in the exercise of its administrative discretion under the Wachovia Corporation Stock Plan (and any successor or replacement plan thereto), that upon the Executive attaining age sixty, and without regard to the Executive's Normal Retirement Date:
(i) All outstanding stock options shall become immediately vested and fully exercisable, and shall remain exercisable in accordance with the terms of such grants or for at least one (1) year after the date the Executive actually retires;
(ii) All outstanding restricted awards shall become immediately vested, nonforfeitable and freely transferable; and
(iii) All other amounts shall become immediately vested and, to the extent applicable, fully vested and nonforfeitable.
(b) In further consideration of the Executive's agreement to perform his duties hereunder until age sixty-two, the Corporation agrees to take all action necessary to grant to the Executive pursuant to the Wachovia Corporation Stock Plan upon his attaining age sixty, a restricted award covering 60,000 shares of common stock of the Corporation (the "Restricted Shares"). One-half (1/2) of the Restricted Shares shall become vested, nonforfeitable and freely transferable on the Executive's sixty-first and sixty-second birthdays, respectively, unless the Executive voluntarily resigns pursuant to Section 5 prior to such dates, in which case the Restricted Shares that have not yet vested shall be forfeited by the Executive. If the Executive's employment with the Corporation terminates due to his death or disability during the period from his sixtieth to his sixty-second birthday (the "Restriction Period"), the Executive (or his spouse or beneficiaries, as applicable) shall become immediately vested in that percentage of the Restricted Shares equal to the number of full months of continuous employment then completed by the Executive during the Restriction Period, divided by twenty-four. All other terms of the award shall be consistent with the Corporation's regular restricted awards.
(c) If a Change of Control occurs prior to the Executive's sixtieth birthday, the Corporation shall transfer to the Executive immediately prior to the date on which the Change of Control will occur 60,000 shares of common stock of the Corporation. Such shares shall be fully vested, nonforfeitable and freely transferable by the Executive on the date they are transferred. The Corporation shall not be required ...
Retention Benefits. If, subsequent to the Effective Date, you are terminated by CommerceHub without Just Cause (as defined below), or you remain continuously employed with CommerceHub through the end of the Transition Period, then subject to (i) any additional conditions set forth in the subsections below and (ii) the Second Release Condition and the Interim Release Condition set forth in the following sentences having been timely satisfied by the applicable payment date specified below, you will, in addition to your salary through the Date of Termination, receive the amounts specified in Sections 2(a) through 2(e) below at the times specified therein (the “Retention Benefits”), less all applicable payroll deductions and withholding. You will not be entitled to receive any of the Retention Benefits unless you have executed and delivered to CommerceHub a General Release of Claims and Covenant Not to Xxx in the form attached to this Agreement as Exhibit 1 (“Second Release”) within 21 days following the Date of Termination and you do not thereafter revoke the Second Release during the Second Revocation Period specified in Section 14(b) and in the Second Release (the “Second Release Condition”). Additionally, in the event that you are employed beyond the end of the Transition Period, you will not be entitled to receive any of the Retention Benefits unless you have executed and delivered to CommerceHub an interim General Release of Claims and Covenant Not to Xxx in the form attached to this Agreement as Exhibit 1 (as modified by the Company to reflect that such release is not being delivered in connection with a termination of employment, the “Interim Release”) and you do not thereafter revoke the Interim Release during the Interim Revocation Period specified in Section 14(c) and in the Interim Release (the “Interim Release Condition”). For greater clarity the Second Release and Interim Release both refer to the same form of General Release of Claims and Covenant Not to Xxx attached as Exhibit 1, but differ in the timing of when they are required to be delivered. If your employment with CommerceHub terminates prior to or concurrent with the end of the Transition Period, the Interim Release Condition will not apply.
a. Initial Retention Payment. You will receive a payment in the amount of $270,400, which amount reflects one year’s base salary in a lump sum, which amount will be paid no later than the 35th day following the earlier of your Date of Termination by CommerceHub without ...
Retention Benefits. Subject to (x) your compliance with your legal and contractual obligations to the Company, Syros and their affiliates (the “Company Group”) during the Cooperation Period, including your compliance with all relevant Company Group policies, the restrictive covenants and other obligations set forth in your [DATE] employment letter agreement (your “[Date] Employment Agreement”), and this Cooperation Agreement, (y) your remaining employed by the Company Group on the Trigger Date (as defined below), and (z) the completion of the Merger, the Company Group will provide the following pay and benefits to you:
a. Any severance pay or severance benefits payable to you pursuant to your [Date] Employment Agreement as a result of any separation from service occurring within 12 months of the closing date of the Merger (including base salary continuation, target bonus payout (if applicable), and the estimated cash value of any COBRA subsidy (if applicable) plus the additional federal, state, and local income tax withholding that will result from the payment of such COBRA subsidy) shall, to the maximum extent permitted by Internal Revenue Code Section 409A (as determined by the Company in its sole discretion), be paid in lump sum within 15 days after the seven-day revocation period described in your [Date] Employment Agreement has expired, provided that you otherwise satisfy the eligibility requirements for severance pay or severance benefits under the terms of your [Date] Employment Agreement.
b. The exercise period for each Company stock option granted prior to April 1, 2022 with an exercise price of less than $2.00 per share that you hold as of immediately following the closing of the Merger shall be automatically extended until the second anniversary of your Termination Date (as defined in the Company’s 2015 Equity Incentive Plan) or, if earlier, until the earliest of (i) the second anniversary of the Closing Date, (ii) the original expiration date of such option, (iii) your termination for Cause; and (iv) any earlier termination or cashing out of options at Syros generally applicable to its option holders (as might occur in a change in control of Syros) (the “Option Exercise Extension” and, together with the severance acceleration described in (a) above, the “Retention Benefits.”) For sake of clarity, the Option Exercise Extension shall not apply to the Company stock option granted on April 22, 2022.
Retention Benefits. In the event that the Executive remains an employee of the Company through the expiration of the Transition Period or is terminated by the Company without Cause (as defined in the Employment Agreement) during the Transition Period, and subject to the execution and delivery of an effective and irrevocable general release and waiver of claims attached hereto as Exhibit A (the “Release”) within thirty (30) days following the date of Executive’s termination of employment, the Executive shall receive the following additional benefits:
i. Continued payment of Base Salary for a period of twelve (12) months, which shall be paid in accordance with the Company’s normal payroll practices, beginning with the first payroll date following the thirtieth (30th) day after the date of Executive’s termination and ending not later than two (2) years following Executive’s “separation from service,” as defined under Section 409A of the Internal Revenue Code (“Section 409A”).
ii. Payment of the Bonus (as such term is defined in the Employment Agreement) for the 2010 fiscal year, to the extent it is earned under the terms of the Company’s annual executive bonus plan. The Bonus (if any) shall be paid in cash in accordance with the terms of the annual executive bonus plan at the same time that other participants in the plan are paid, and in no event later than March 15, 2011.
iii. Notwithstanding anything to the contrary in any Restricted Stock Award Agreement between the Company and the Executive, the Executive’s restricted stock awards (the “Restricted Stock Award Agreements”) shall vest as follows: (i) fifty percent (50%) of the Executive’s time vesting awards remaining unvested as of the date hereof shall vest on January 10, 2011 and the remainder shall vest on January 10, 2012; and (ii) all of the Executive’s performance vesting awards shall vest in their entirety on January 10, 2011, notwithstanding the termination of the Executive’s employment. Except as set forth in the preceding sentence, the Executive shall be subject to all terms and conditions set forth in the Restricted Stock Award Agreements and the Archipelago Learning, Inc. 2009 Omnibus Incentive Plan.
Retention Benefits. Participants satisfying all of the eligibility requirements set forth in Article IV (Eligibility for Retention Benefits) shall be entitled to the following retention benefits:
Retention Benefits. In addition to the economic benefits that you are eligible to receive under either the Executive Severance Benefit Plan or the Change of Control Agreement, as applicable, and as an incentive for you to remain employed by NitroMed until the earlier of (i) July 15, 2008, (ii) termination of your employment in the sole discretion of NitroMed (the actual date of separation being deemed the “Separation Date”) or (iii) termination under the Change of Control Agreement (including, without limitation, a “Good Reason” termination pursuant to Section 1.4 thereof), NitroMed is also offering to provide you with the following Retention Benefits:
A. A payment equal to fifty percent (50%) of your annualized base salary for a six month period.
B. Eligibility to receive up to one hundred (100%) of your target 2008 bonus, pro-rated for six (6) months, which such bonus would be paid to you solely at the discretion of NitroMed’s Board of Directors.
(1) Such sums shall be paid in a lump-sum (less applicable state and federal taxes) within ten (10) days of the earlier of any of the events identified above. In order to receive the Retention Benefits set forth in this Section, you must remain employed by NitroMed as set forth in this Section, and you further must at
(1) By way of example, if your annualized salary is $200,000.00, your retention payment would be $50,000.00, and if your annualized bonus target is $80,000.00, the pro-rated bonus for which you would be eligible is $40,000.00, all less applicable state and federal taxes. that time execute an agreement which will contain, among other provisions, a complete release of all claims against NitroMed.
Retention Benefits. Following the Closing Date, Buyer shall be responsible for the payment of all amounts, including withholding taxes, payable pursuant to the provisions of any retention agreement entered into with any of the Transferred Employees by any Seller and listed on Schedule 4.4(e)(ii) (“Retention Agreements”); provided, however that Sellers shall reimburse Buyer for any amount reflected on Schedule 4.4(e)(ii) and labeled as either a (i) “Closing Retention Bonus” payable upon a change of control, or (ii) a “2007 Bonus” together with any applicable employer payroll taxes with respect to each such Closing Retention Bonus and 2007 Bonus. Such reimbursement shall be made within thirty (30) days of the Buyer providing Sellers with evidence of payment thereof and compliance with the payment obligations under the Retention Agreements (including, without limitation, a copy of the executed general release agreement with respect to each Transferred Employee listed on Schedule 4.4(e)(ii), each of which agreements shall be in a form reasonably satisfactory to Sellers). Buyer also shall provide such other information as Sellers shall reasonably request in order for Sellers to verify the payment of any such bonus and compliance with the payment obligations under the Retention Agreements. Buyer acknowledges and agrees that Sellers’ reimbursement obligations shall not extend to any amendments or changes to the Retention Agreements which increase the amounts payable thereunder.
