Retirement Date; Resignation from Positions Clause Samples

Retirement Date; Resignation from Positions. (a) Executive’s effective date of retirement and separation from employment and other positions he holds with the Company and/or any affiliates of the Company will be June 5, 2019 (the “Retirement Date”). Executive hereby resigns, as of the Retirement Date, from his positions as President and Chief Executive Officer of the Company, his membership on the Company’s Board of Directors (the “Board”), and any and all other positions as an officer, director, employee and/or member of any Board committees of the Company and/or any Company affiliates, and further agrees to execute and deliver any documents reasonably necessary to effectuate such resignations, as requested by the Company. As of the Retirement Date, any previously existing agreements related to Executive’s employment with the Company and the terms and conditions thereof will terminate and be of no further force or effect; provided that all agreements related to confidentiality, restrictive covenants, indemnification or D&O insurance protection, including without limitation any associate confidentiality agreement, shall remain in full force and effect in accordance with their terms, except as and to the extent expressly amended by this Agreement. (b) Executive shall be paid, in accordance with the Company’s regular payroll practices, all unpaid base salary earned through the Retirement Date, including any amounts for accrued unused vacation time to which Executive is entitled through such date in accordance with Company policy. Executive shall also receive reimbursement of any unreimbursed business expenses reasonably incurred through such date consistent with past practice, and Executive shall receive (or, as applicable, be entitled to receive) all employee benefits and compensation to which he is entitled by law or by the terms of such benefit and compensation arrangements (as amended through the Retirement Date with respect to senior executives generally) including, without limitation, contributions from employer or Executive in respect of any qualified or nonqualified deferred compensation plan (including the Executive Deferred Compensation Plan) (together, the “Accrued Obligations”). As of the Retirement Date, all salary payments from the Company will cease and Executive’s participation under Company-provided benefit plans, programs, or practices as an active employee will terminate, except as required by federal or state law or as otherwise specifically set forth in this Agreement.