Second Transition Period Clause Samples

Second Transition Period. On the Second Transition Date, Executive shall relinquish the position of Executive Chairman and director of the Company and shall assume the role of a non-officer employee of the Company (a “Non-Officer Employee”). As a Non-Officer Employee, Executive shall perform such duties as may be reasonably requested by the Company’s Chief Executive Officer or the Board. Executive shall serve as a Non-Officer Employee from the Second Transition Date until March 1, 2022 (the “Final Transition Date,” and the period from the Second Transition Date until the Final Transition Date, the “Second Transition Period,” and the Second Transition Period together with the First Transition Period, the “Executive Transition Period”). During the Second Transition Period, Executive shall receive a base salary at an annual rate of $360,000, which shall be paid in accordance with the Employers’ normal payroll procedures, and shall be eligible to participate in such employee benefit plans, programs and policies as are available to non-officer employees of the Company. For the avoidance of doubt, Executive shall not be eligible for the Financial Planning Reimbursement or any other senior executive benefits or perquisites during the Second Transition Period. Executive shall not be entitled to receive any annual incentive compensation or grants of long-term incentive compensation during the Second Transition Period. During the Second Transition Period, Executive shall devote such business time and efforts to the business and affairs of the Employers as reasonably necessary to discharge the duties of a Non-Officer Employee contemplated by this Agreement (it being understood that such duties will typically require a substantially reduced time commitment of less than 40 hours per month), and Executive shall be entitled to engage in Outside Activities. Executive shall not become a director of any for profit entity without first receiving the approval of the Nominating/Governance Committee of the Board, which shall not be unreasonably withheld.

Second Transition Period. Following the First

Second Transition Period. You will continue to provide services to the Company as an employee during a Second Transition Period, from July 1, 2001 until the Separation Date. During this Second Transition Period: (i) your duties will be as directed by the CEO on a consulting basis working out of our Alameda, CA headquarters or your Lafayette, CA home office, working in the areas of acquisitions and mergers or other areas that are mutually agreeable; (ii) the Company will pay you $6,000.00 per month, less required withholdings and deductions, for the period July 1, 2001 through December 31, 2001, and the additional single lump sum of $14,000.00, less required withholdings and deductions, payable in January 2002, for the period from January 1, 2002 until the Separation Date; and (iii) the Company will continue to provide you with full benefits except vacation and sabbatical accrual.

Second Transition Period. Effective May 3, 2010, Executive shall have the position of Director and serve as its Non-Executive Chairman, provided that such service remains subject to the determination of the Board, from time to time, consistent with the Board’s exercise of its fiduciary duties and responsibilities under the Company’s Articles of Incorporation, By-laws and applicable law. In addition, from May 3, 2010 through July 28, 2010 (“Second Transition Period”), Executive shall remain an employee of the Company. At the end of the Second Transition Period, Executive’s employment with the Company shall terminate.

Second Transition Period. During the Second Transition Period, the Executive’s compensation shall be as follows: (i) Annual base salary of $386,250, payable in accordance with the Company’s standard payroll practices, subject to tax withholding. (ii) Continued participation in the Company’s Short-Term Incentive Plan applicable to executive officers, with a bonus target of 50% of base salary earned from the Transition Date until September 30, 2017, and a maximum potential payout of 100% of such base salary, payable to Executive at such time as the annual bonuses for fiscal year 2017 are paid by the Company to its executive officers. (iii) Continued participation in the Short-Term Incentive Plan applicable to executive officers for fiscal year 2018, with a bonus target of 50% of base salary earned from October 1, 2017 to March 31, 2018 and a maximum potential payout of 100% of such base salary, payable to Executive at such time as the annual bonuses for fiscal year 2018 are paid by the Company to its executive officers. (iv) All Long-Term Incentive grants (restricted performance shares and restricted stock awards) will continue to vest during the Second Transition Period. Executive will not be eligible to receive any new grants during the Second Transition Period. (v) Executive will continue to be eligible to participate in the Plans. (vi) During the Second Transition Period, Executive will not be entitled to receive any additional compensation other than as set forth herein for his service as a director of the Company. Executive will maintain ownership of Company common stock in an amount equal to 5 times Executive’s annual base salary during the Second Transition Period.