Separation Arrangements. A. In consideration of the performance by Employee of [his or her] obligations pursuant to this Release, the Company agrees, subject to this Release becoming effective, to pay Employee in full as outlined in the Severance Letter Agreement dated [Date] (“Severance Agreement”).
B. The Company shall promptly process and pay all reasonable and customary business expenses incurred by Employee through the Separation Date and submitted by Employee to the Company for payment no later than ninety (90) days after the Separation Date in accordance with the Company’s ordinary expense payment procedures.
C. All payments and benefits due from, or provided or made available by, the Company to Employee pursuant to the terms of the Severance Agreement (“Payments”) will be conditioned on Employee’s satisfactory performance of [his or her] obligations hereunder.
D. Employee acknowledges and agrees that Employee is not entitled to, and shall not be entitled to, any compensation or benefit of any kind or description from the Company, or as a result of his employment by the Company, other than as set forth herein or as otherwise required by applicable law.
Separation Arrangements. (a) Executive shall be entitled to payment of his base salary through the Termination Date. Any accrued vacation amount shall also be paid on the Termination Date. Executive agrees to submit to the Company any and all expenses, which are business-related and reimbursable to Executive by the Company, on or before thirty (30) days after the Termination Date.
(b) In consideration of the obligations of Executive herein (including the release in section 3) and subject to Executive’s execution and failure to revoke this Agreement following the Termination Date:
(i) The Company shall continue to make periodic payments to Executive, in accordance with the Company’s regular payroll practices, of an amount equal to the higher of Executive’s base salary in effect as of December 31, 2008, or his base salary as of the Termination Date (the “Severance Salary”), beginning on the Termination Date and continuing for a period of twelve (12) months. Executive shall not have the right to make contributions to the Company’s 401(k) savings plan from the Severance Salary payments made under this section 2(b)(i).
(ii) The Company shall pay to Executive, in twelve (12) monthly installments, commencing on the last day of the calendar month following the Termination Date, and on the last day of the next eleven (11) succeeding months, an amount equal to one-twelfth of the higher of the annual bonus target in effect on December 31, 2008, or as of the Termination Date (the “Bonus Payment”); provided, however, that the combined total of Severance Salary and Bonus Payment paid to Executive after the Termination Date shall not exceed Six Hundred Fifty Thousand Dollars ($650,000.00).
(iii) Executive shall continue to participate in such medical benefits, dental benefits, life insurance, and long-term disability plans in which he is enrolled for twelve (12) months following the Termination Date, as if he were still employed by the Company, and at the expiration of such twelve-month period, Executive shall be entitled to COBRA coverage.
(iv) All outstanding stock options, and other equity grants (including, without limitation, restricted stock, restricted stock units, and warrants) granted to Executive shall become 100% vested and shall be exercisable and otherwise payable in accordance with their term.
(v) All payments to Executive shall be less all amounts required or authorized to be withheld by applicable federal, state, or local law.
Separation Arrangements. (a) Executive shall be entitled to payment through the Termination Date of the higher of his base salary as of December 31, 2008, or his base salary in effect prior to the Termination Date. Any accrued vacation amount shall also be paid on the Termination Date. Executive agrees to submit to the Company any and all expenses, which are business-related and reimbursable to Executive by the Company, within thirty (30) days after the Termination Date.
(b) In consideration of the obligations of Executive herein (including the release in section 3) and subject to Executive’s execution and failure to revoke this Agreement following the Termination Date:
(i) The Company shall, on the Termination Date, make a lump sum payment to Executive, of an amount equal to the higher of Executive’s base salary in effect as of December 31, 2008, or his base salary as of the Termination Date plus the higher of the targeted annual bonus (as though such targets had been achieved) in effect for 2008 or for the year preceding the year of the Termination Date, multiplied by one (1) plus the product of two (2) times Executive’s years of service as of the Termination Date divided by fifty-two (52). For purposes of such computation, it is agreed that Executive commenced service with the Company in February 1994 and has continued in service since that time. Executive shall not have the right to make contributions to the Company’s 401(k) savings plan from the base salary payments made under this section 2(b)(i).
(ii) Executive shall continue to participate in the Company’s welfare benefit plans, including but not limited to medical benefits, dental benefits, life insurance, and short-term and long-term disability plans, in which he is enrolled or eligible for twenty-four (24) months following the Termination Date, as if he were still employed by the Company, and at the expiration of such twenty-four (24) month period, Executive shall be entitled to COBRA coverage. Notwithstanding the foregoing, in the event that continued participation in welfare benefit plans of the Company would subject Executive to adverse tax consequences under Section 409A of the Internal Revenue Code of 1986, as amended, the Company shall pay to Executive its portion of any premium under such plans for the relevant twenty-four (24) month period in a cash lump sum, less applicable withholding, on the Termination Date, and Executive may then elect to continue participation in the Company welfare benefit plans for the r...
Separation Arrangements. Effective as of the Offer Acceptance Deadline, Onsite shall establish and adopt the Separation Plan, as set forth in Exhibit F attached hereto, for the benefit of all Continuing Employees. Onsite shall maintain the Separation Plan for a period of at least one year from the Closing Date. The costs incurred, directly or indirectly, under the Separation Plan in connection with the termination of any Continuing Employee after the Closing Date, shall be borne exclusively by Onsite. "Years of Service" for each Continuing Employee as such term is used in the Separation Plan is set forth in Schedule 8.1(a). If, at any time within 12 calendar months after the date of 1039(6).nks November 10, 1997 termination of employment of any Continuing Employee, Westar Energy hires such Continuing Employee, then Westar Energy shall promptly pay to Onsite an amount equal to the total amount paid by Onsite to such terminated Continuing Employee under the Separation Plan.
Separation Arrangements. If the employment of an employee covered by these Workplace Flexibility Arrangement ceases and they owe the Court time for hours paid but not worked then this will be deducted from entitlements due and/or become a debt to the State. Additionally any recreation leave accrued in lieu of public holidays will be calculated and paid on a pro-rata basis for that year.
Separation Arrangements. (a) In consideration of the performance by Employee of the obligations of Employee herein, the Company agrees to pay to Employee $729,020.80, less applicable withholdings for federal, state and local taxes. Such amount, which represents severance and the value of all of Employee’s accrued but unused vacation time (plus interest at the rate of 4.75% per annum on the portion to be paid on September 1, 2006), shall be paid by wire transfers to an account designated in writing by Employee for such purpose in periodic installments as follows: (i) on September 1, 2006 the Company will pay $262,354.13, less applicable withholdings for federal, state and local taxes, and (ii) on the first business day of each month thereafter through November 1, 2007 the Company will pay $33,333.33, less applicable withholdings for federal, state and local taxes. In January 2007 the Company will issue to Employee a form W-2 reflecting the payment of the amounts described in this Paragraph 3(a) in calendar year 2006 and in January 2008 the Company will issue to Employee a form W-2 reflecting the payment of the amounts described in this Paragraph 2(a) in calendar year 2007.
(b) Employee’s participation in the Company’s group health insurance coverage shall continue after the Separation Date under the same terms and conditions applicable to such coverage immediately prior to the Separation Date and shall terminate as of November 30, 2007. At that time, Employee shall be entitled to elect to continue to receive such group health insurance coverage, at his own expense, by so electing in accordance with the Consolidated Omnibus Budget Reconciliation Act of 1986.
(i) From and after the Separation Date, Employee shall be entitled to receive his vested benefits as of the Separation Date under the Salaried Employees’ Profit Sharing Plan of the Company and the Salaried Employees’ Retirement Income Plan of the Company (the “Qualified Plans”), in accordance with and subject to the terms and conditions of the Qualified Plans.
(ii) From and after the Separation Date, Employee shall be entitled to receive his vested benefits as of the Separation Date under the Supplemental Executive Profit Sharing Plan of the Company, in accordance with and subject to the terms and conditions of such plan and such benefits shall be paid before March 15, 2006. In addition, from and after September 1, 2006, Employee shall be entitled to receive his vested benefits as of the Separation Date under the Supplemental Ex...
Separation Arrangements. (a) Separation. Commencing on the Separation Date, NLCI will pay to Employee the sum of $80,279 (the "Separation Amount"). The Separation Amount represents six (6) month's pay, based on Employee's annual salary as of the date of this Agreement, less the amount of $34,721, which the parties agree represents the aggregate amount of principal and associated interest that will be outstanding on the Relocation Loan as of the Separation Date. The Separation Amount shall be paid in ten (10) equal, consecutive bi-weekly installments, beginning with the first payroll period occurring on or after the Separation Date. Employee acknowledges that but for this provision of this Agreement, Employee would not be entitled to the payment provided for in this Section 5(a). At the time the tenth (10/th/) and final installment payment of the Separation Amount is made to Employee, NLCI shall, at Employee's request thereafter, also return to Employee the canceled promissory note of Employee, dated as of July 1, 2002 reflecting the Relocation Loan (the "Promissory Note"), or an affidavit of loss with respect thereto, and Employee shall thereafter have no further obligations to NLCI with respect to the Promissory Note.
Separation Arrangements. (a) To the extent it shall not have done so previously, upon the execution and delivery of this Agreement, the Company shall pay Kivinski any accrued and unpaid base salary, any and all accrued and unpaid vacation pay, any other paid time off as of the Separation Date.
(b) To the extent it shall not have done so previously, upon presentation by Kivinski on or after the Separation Date, the Company shall reimburse Kivinski for any previously unreimbursed business expenses incurred by her prior to the Separation Date in accordance with the Company’s usual expense reimbursement policies.
(c) Kivinski acknowledges and agrees that the foregoing compensation is all of the compensation and benefits payable or otherwise to be provided to Kivinski by the Company on and after the Separation Date in connection with or as a result of Kivinski’s employment, or termination of employment, with the Company, and that Kivinski is not entitled to any other compensation, benefits or perquisites from the Company.
(d) In consideration of this Agreement, including the Release, the Company shall pay Kivinski the following compensation:
(i) Upon the Effective Date, the Company shall pay Kivinski $100,000, which equals four months of Kivinski’s annual salary under the Employment Agreement.
(ii) The Company shall pay or reimburse Kivinski for up to $2,000 of reasonable, documented, out-of-pocket expenses incurred by her in relocating her residence from Oregon to her home in California following the Separation Date.
(iii) Kivinski agrees that all compensation payable under this Subparagraph 3(d) is in addition to any compensation she is otherwise entitled to under her Employment Agreement or otherwise as a result of any obligation arising from her employment with the Company.
(e) Kivinski agrees that all compensation payable under this Paragraph 3 shall be paid after withholding for taxes that, in the Company’s reasonable good faith judgment, are required to be withheld by the Company.
Separation Arrangements. A. Employee agrees to continue working for the Company in a consulting capacity as reasonably requested and required by the Company throughout the Transition Period. Throughout the Transition Period, Employee shall remain Group Vice President and continue to receive his current salary, compensation and benefits, subject to Company policies, plans and programs.
B. In consideration of the performance by Employee of his obligations pursuant to this Agreement, the Company agrees to pay Employee a total of $450,000.00, to be paid on a monthly basis over forty-eight (48) months ($9,375.00 per month), less all applicable withholdings, including federal, state and local taxes. Such amounts shall be paid by payroll check on the same schedule as wages would have been paid if Employee had remained employed with the Company, starting with the first regularly scheduled pay period after the Separation Date. In addition, all medical, dental and vision plan coverage will be continued through the Severance Period in accordance with the plans in effect during the Severance Period and the terms and conditions of this Agreement. Any unused vacation time will be paid as soon as practicable after the Separation Date. Coverage under COBRA will be available for eighteen (18) months following the Severance Period.
C. Employee shall be entitled to continue to contribute to the 401(k) Plan of the Company during the Transition Period and participate in the 401(k) plan thereafter in accordance with and subject to the terms and conditions of that plan.
D. Employee shall be entitled to receive payment of bonuses accruing prior and up to the Separation Date, if any, under the Incentive Target Bonus and the Quarterly Profit Sharing Programs (“Bonus Programs”) in accordance with the terms of those Bonus Programs.
Separation Arrangements. A. In consideration of the performance by Employee of his obligations pursuant to this Agreement, the Company agrees, subject to this Agreement becoming effective pursuant to Section VI, to pay Employee a total of $600,000 to be paid on a monthly basis over eighteen (18) months, less all applicable withholdings, including federal, state and local taxes. Such amounts shall be paid by payroll check on the same schedule as wages would have been paid if Employee had remained employed with the Company, starting with the first regularly scheduled pay period after the Separation Date. In addition, all medical, dental and vision plan coverage will be continued through the Severance Period in accordance with the plans in effect during the Severance Period and the terms and conditions of this Agreement. Any unused vacation time will be paid as soon as practicable after the Separation Date. Coverage under COBRA will be available for eighteen (18) months following the Severance Period.
B. Employee shall be entitled to participate in the Company’s 401(k) plan in accordance with and subject to the terms and conditions of that plan.
C. Employee shall be entitled to receive payment of bonuses accruing prior and up to the Separation Date, if any, under the Incentive Target Bonus and the Quarterly Profit Sharing Programs (“Bonus Programs”) in accordance with the terms of those Bonus Programs.
D. Any Performance and/or Retention Restricted Stock Unit (“RSU”) awards issued to Employee prior to the Effective Date (as defined below) of this Agreement will continue to vest and will be paid out in accordance with the terms and conditions of the individual RSU award agreements and as outlined in the provided Summary of Outstanding RSU’s. Employee shall not be eligible to receive any additional RSU awards.
E. The Company shall promptly process and pay all reasonable and customary business expenses incurred by Employee through the Separation Date and submitted by Employee to the Company for payment no later than sixty (60) days after the Separation Date in accordance with the Company’s ordinary expense payment procedures.
F. All payments and benefits due from, or provided or made available by, the Company to Employee pursuant to the terms of this Agreement (“Payments”) will be conditioned on Employee’s satisfactory performance of his obligations hereunder.
G. Employee acknowledges and agrees that Employee is not entitled to, and shall not be entitled to, any compensation or benefit ...
