Separation Benefits. If this Agreement is terminated either by the Company without Cause in accordance with Section 6(c) (including the Company’s non-renewal of this Agreement) or by Employee resigning his employment for Good Reason in accordance with Section 6(d), the Company shall have no further obligation to Employee under this Agreement, except the Company shall provide the Accrued Obligations to Employee in accordance with Section 7(a) plus the following payments and benefits (collectively, the “Separation Benefits”) to Employee: (i) an amount equal to one times the sum of the Base Salary in effect immediately before the Termination Date plus the Annual Bonus received by Employee for the fiscal year preceding the Termination Date (or if Employee was employed for less than one full fiscal year prior to the Termination Date, the Annual Bonus for purposes of this Section 7 shall be the Annual Bonus payable during the current fiscal year at the target amount provided above) (together, the “Separation Pay”); and (ii) during the six-month period commencing on the Termination Date that Employee is eligible to elect and elects to continue coverage for himself and his eligible dependents under the Company’s group heath insurance plan pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), or similar state law, the Company shall reimburse Employee on a monthly basis for the difference between the amount Employee pays to effect and continue such coverage under COBRA and the employee contribution amount that active employees of the Company pay for the same or similar coverage; provided, however, that Employee shall notify the Company in writing within five days after he becomes eligible after the Termination Date for group health insurance coverage, if any, through subsequent employment or otherwise and the Company shall have no further reimbursement obligation after Employee becomes eligible for group health insurance coverage due to subsequent employment or otherwise. The Separation Pay shall be paid to Employee in a lump sum within 60 days of the Termination Date; provided, however, that no Separation Pay shall be paid to Employee unless the Company receives, on or within 55 days after the Termination Date, an executed and fully effective copy of the Release (as defined below). Any COBRA reimbursements due under this Section shall be made by the last day of the month following the month in which the applicable premiums were paid by Employee. For the avoidance of doubt, Employee shall not be entitled to the Separation Benefits if this Agreement is terminated (i) due to Employee’s death; (ii) by the Company due to Employee’s Inability to Perform; (iii) by the Company for Cause; (iv) by Employee without Good Reason; or (v) by non-renewal by Employee in accordance with Sections 4(b) and 6(f).
Appears in 6 contracts
Samples: Employment Agreement (Tengasco Inc), Employment Agreement (Tengasco Inc), Employment Agreement (Riley Exploration - Permian, LLC)
Separation Benefits. 4.1 If this Agreement Employee’s employment is terminated either by the Company without Cause in accordance with for any reason other than for Cause, death or disability and Section 6(c4.2 does not apply, Employee shall be entitled to the following separation benefits:
(a) (including the Company’s non-renewal of this Agreement) or by Employee resigning his employment for Good Reason in accordance with Section 6(d), the The Company shall have no further obligation pay, or cause to be paid, to Employee under this Agreement, except within 30 days of the Company shall provide the Accrued Obligations to Employee in accordance with Section 7(a) plus the following payments and benefits (collectively, the “Separation Benefits”) to Employee: Termination Date (i) the full base salary earned by Employee through, but unpaid at, the Termination Date, plus (ii) credit for any vacation earned by Employee but not used at the Termination Date, plus (iii) all other amounts owed by the Company to Employee (other than any bonus payment of any kind) but unpaid as of the Termination Date.
(b) The Company shall pay, or cause to be paid, to Employee (i) in a lump sum not later than thirty (30) days after the Termination Date an amount equal to one times 200% of the sum of (A) Employee’s base annual salary at the Base Salary highest rate in effect at any time during the twelve (12) months immediately before the Termination Date plus the Annual Bonus received by Employee for the fiscal year preceding the Termination Date Date, and (or if Employee was employed B) Employee’s targeted bonus for less than one full fiscal the current year, and (ii) Employee’s targeted bonus payment for the year prior of termination prorated to the Termination Date, the Annual Bonus .
(c) The Company shall provide to Employee for purposes a period of this Section 7 shall be the Annual Bonus payable during the current fiscal year at the target amount provided aboveeighteen (18) (together, the “Separation Pay”); and (ii) during the six-month period commencing on months after the Termination Date that Employee is eligible to elect and elects to continue medical and/or dental coverage for himself and his eligible dependents under the Company’s group heath insurance plan pursuant medical and/or dental plans, without any cost to the Consolidated Omnibus Budget Reconciliation Act Employee in excess of 1985, as amended (“COBRA”), or similar state law, the Company shall reimburse Employee on a monthly basis for the difference between the amount Employee pays to effect and continue such coverage under COBRA and the any employee contribution amount that active employees would be payable by Employee if Employee remained employed by a member of the Company pay for the same or similar coverageCompany; provided, however, that if Employee becomes employed with another employer during such eighteen (18)-month period and is eligible to receive medical and/or dental coverage under another employer-provided plan, the medical and/or dental coverage described herein shall notify be secondary to those provided under such other plan. In addition, on the last day of such eighteen (18)-month period, the Company shall pay, or cause to be paid, to Employee an amount in writing cash equal to the aggregate amount that would be payable by the Company for such medical and/or dental coverage for six (6) months if Employee remained employed by the Company for such period.
(d) The restrictions applicable to each share of non-vested restricted stock of Bxxxx Shoe held by Employee that would have vested within five days after he becomes eligible after the two (2) year period following the Termination Date for group health insurance coverage, if any, through subsequent employment or otherwise and had Employee remained employed by the Company shall lapse as of the Termination Date.
(e) Each non-vested option to purchase Bxxxx Shoe stock held by Employee that would have no further reimbursement obligation after vested within the two (2) year period following the Termination Date had Employee becomes eligible remained employed by the Company shall vest as of the Termination Date.
(f) The Company shall pay the reasonable costs of outplacement services selected by the Company for group health insurance coverage due to subsequent employment or otherwise. The Separation Pay shall be paid to Employee in a lump sum within 60 days reasonable period of time following the Termination Date; provided, however, that no Separation Pay such outplacement services shall be paid to Employee unless the Company receives, on or within 55 days provided after the Termination Date, an executed and fully effective copy of the Release (as defined below). Any COBRA reimbursements due under this Section shall be made by the last day of the month second calendar year following the month calendar year in which the applicable premiums were paid by Termination Date occurs.
4.2 If Employee. For the avoidance of doubt, Employee shall not be entitled to the Separation Benefits if this Agreement ’s employment is terminated within twenty-four (i24) due to Employee’s death; months after a Change of Control (ii) by the Company due to Employee’s Inability to Perform; (iiix) by the Company for any reason other than for Cause; , death or disability, or (ivy) by Employee without within ninety (90) days after the occurrence of Good Reason, Employee shall be entitled to the following separation benefits in place of, and not in addition to, the benefits set forth in Section 4.1:
(a) The Company shall pay, or cause to be paid, to Employee within 30 days of the Termination Date (i) the full base salary earned by Employee through, but unpaid at, the Termination Date, plus (ii) credit for any vacation earned by Employee but not taken at the Termination Date, plus (iii) all other amounts owed by the Company to Employee (other than any bonus payment of any kind) but unpaid as of the Termination Date.
(b) The Company shall pay, or cause to be paid, to Employee (i) in a lump sum six (6) months after the Termination Date an amount equal to 300% of the sum of (A) Employee’s base annual salary at the highest rate in effect at any time during the twelve (12) months immediately preceding the Termination Date, and (B) Employee’s targeted bonus for the current year; and (ii) Employee’s targeted bonus payment for the year of termination prorated to the Termination Date.
(c) The Company shall provide to Employee for a period of eighteen (18) months after the Termination Date medical and/or dental coverage under the Company’s medical and dental plans, without any cost to Employee in excess of any employee contribution that would be payable by Employee if Employee remained employed by the Company; provided, however, that if Employee becomes employed with another employer during such eighteen (18)-month period and is eligible to receive medical and/or dental coverage under another employer-provided plan, the medical and/or dental coverage described herein shall be secondary to those provided under such other plan. In addition, on the last day of such eighteen (18)-month period, the Company shall pay, or cause to be paid, to Employee an amount in cash equal to the aggregate amount that would be payable by the Company for such medical and/or dental coverage for eighteen (v18) months if Employee remained employed by the Company for such period.
(d) The restrictions applicable to each share of non-renewal vested restricted stock of Bxxxx Shoe held by Employee shall lapse and be exercisable as of the Termination Date.
(e) Each non-vested option to purchase Bxxxx Shoe stock held by Employee shall vest and be exercisable as of the Termination Date.
(f) For purposes of determining Employee’s benefit under the Company’s Supplemental Employment Retirement Plan, an additional three (3) years of Credited Service shall be credited to Employee’s actual or deemed Credited Service.
(g) The Company shall pay the reasonable costs of outplacement services selected by the Company for a reasonable period of time following the Termination Date; provided, however, that no such outplacement services shall be provided after the last day of the second calendar year following the calendar year in accordance with which the Termination Date occurs.
4.3 If Employee’s employment is terminated for any reason other than such reasons specified in Sections 4(b4.1 and 4.2, the Company shall pay, or cause to be paid, to Employee within 30 days of the Termination Date (i) the full base salary earned by Employee through, but unpaid at, the Termination Date, plus (ii) credit for any vacation earned by Employee but not taken at the Termination Date, plus (iii) all other amounts owed by the Company to Employee (other than any bonus payment of any kind) but unpaid as of the Termination Date.
4.4 The benefits set forth in Sections 4.1(c) and 6(f)4.2(c) shall run concurrently with any period of continuation coverage to which Employee is entitled under Section 601 of ERISA. Upon Employee’s re-employment during the period specified in each such Section, to the extent covered by the new employer’s plan, coverage under the Company’s plan shall lapse, subject to any continuation of coverage rights under Section 601 of ERISA. Employee’s participation in and/or coverage under all other employee benefit plans, programs or arrangements sponsored or maintained by the Company shall cease effective as of the Termination Date except as otherwise provided in such employee benefit plan, program or arrangement.
Appears in 5 contracts
Samples: Severance Agreement (Brown Shoe Co Inc), Severance Agreement (Brown Shoe Co Inc), Severance Agreement (Brown Shoe Co Inc)
Separation Benefits. (i) If this Agreement Executive’s employment with the Company ends for any reason, then Executive shall be entitled to: (1) Executive’s Base Salary through the Termination Date and any earned but unpaid annual bonus for the calendar year ending immediately prior to the Termination Date; (2) benefits as provided in Section 6 through the Termination Date; (3) reimbursement of expenses incurred by Executive through the Termination Date as provided in Section 7; and (4) accrued vacation and other paid-time-off (the “Accrued Obligations”).
(ii) (A) If Executive’s employment with the Company is terminated either by the Company for Cause, then, in addition to the compensation described in Section 9(c)(i), Executive shall forfeit and have no right to any of the Issued Common Stock (whether vested or unvested) if a Liquidity Event has not occurred and if a Liquidity Event has occurred then Executive shall forfeit and have no right to fifty percent (50%) of the Issued Common Stock that are vested on the Termination Date and no right to any unvested Issued Common Stock; and (B) if Executive terminates his employment without Good Reason, then, in addition to the compensation described in Section 9(c)(i), prior to a Liquidity Event Executive shall forfeit and have no right to 25% of the Issued Common Stock that are vested on the Termination Date and no right to any unvested Issued Common Stock and after a Liquidity Event Executive shall not forfeit any of his Issued Common Stock that are vested as of the Termination Date but shall forfeit and have no right to any unvested Issued Common Stock. For illustrative purposes, the following examples are provided:
(1) If Executive is terminated by the Company for Cause and Executive is 75% vested in accordance with Section 6(cthe Issued Common Stock on the Termination Date and a Liquidity Event has not occurred, Executive shall retain none of the vested or unvested Issued Common Stock.
(2) If Executive is terminated by the Company for Cause and Executive is 75% vested in the Issued Common Stock on the Termination Date and a Liquidity Event has occurred, Executive shall retain 37.5% of the Issued Common Stock and forfeit 62.5% of the Issued Common Stock.
(including 3) If Executive terminates his employment without Good Reason and Executive is 75% vested in the CompanyIssued Common Stock on the Termination Date and a Liquidity Event has not occurred, Executive shall retain 56.25% of the Issued Common Stock and forfeit 43.75% of the Issued Common Stock.
(4) If Executive terminates his employment without Good Reason and Executive is 75% vested in the Issued Common Stock on the Termination Date and a Liquidity Event has occurred, Executive shall retain 75% of the Issued Common Stock and forfeit 25% of the Issued Common Stock.
(iii) If the Company terminates Executive’s employment without Cause, if Executive terminates his employment for Good Reason or due to Disability or death or Executive’s employment is terminated by the Company or Executive after the Company has given notice of non-renewal of this Agreement) or by Employee resigning his employment for Good Reason Agreement in accordance with Section 6(d4 hereof, then in addition to the Accrued Obligations described in Section 9(c)(i), (1) the Company shall have no further obligation reimburse Executive (or the Executive’s qualified beneficiaries in the case of Executive’s termination due to Employee death) for premiums under this Agreementthe Consolidated Omnibus Budget Reconciliation Act paid after the Termination Date in substantially equal monthly payments following the Termination Date, except the Company and (2) Executive shall provide the Accrued Obligations receive, if such termination is not due to Employee in accordance with Section 7(a) plus the following payments and benefits (collectivelyDisability or death, the “Separation Benefits”) to Employee: (i) an amount a lump sum payment equal to one 1.0 times the sum of (a) 12 months’ Base Salary, plus (b) the Base Salary average actual bonus earned by Executive during the two previous calendar years (including with the Predecessor Employer). Notwithstanding the foregoing, the amounts described in effect immediately before this Section 9(c)(iii) shall be payable by reference to the Termination Date plus only if such date constitutes Executive’s “separation from service” from the Annual Bonus received Company within the meaning of Section 409(a)(2)(A)(i) of the Internal Revenue Code of 1986, as amended (the “Code”) and Treasury Regulation Section 1.409A-1(h) (a “Separation from Service”) and, if Executive’s Separation from Service occurs later, these amounts shall be paid (or commence, as applicable) by Employee for reference to such later Separation from Service and (3) Executive (or the fiscal year preceding Executive’s qualified beneficiaries in the case of Executive’s termination due to death) shall retain all Issued Common Stock that is vested on the Termination Date but shall forfeit and have no right to any Issued Common Stock that is unvested on the Termination Date. Payment of the payments and benefits described in clauses (1) and (2) above (but not any other payments or benefits) shall occur or begin (as applicable) on the Company’s first regularly scheduled payroll date occurring on or after the 36th day following the Termination Date (or if Employee was employed for less than one full fiscal year the “First Payroll Date”) (with any amounts otherwise payable prior to such First Payroll Date instead paid on such First Payroll Date), and such payments and benefits shall be subject to and conditioned upon Executive’s execution and delivery to the Company of the general release substantially in the form attached hereto as Exhibit B (the “Release”) within 22 days of receiving the Release and the passage of the seven-day revocation period provided for in the Release without Executive exercising such revocation right (and for the sake of clarity, notwithstanding anything herein to the contrary, no such payments and benefits shall be paid or provided until such timely delivery of, and expiration of such revocation period for, the Release), provided that the Release shall be provided to Executive in an executable format and otherwise substantially in the form attached hereto as Exhibit B on or within five business days of the Termination Date, the Annual Bonus for purposes of .
(iv) Except as expressly provided in this Section 7 9(c) and except for benefits in which Executive has vested under employee benefit plans or applicable law, Executive shall not be entitled to any compensation (including severance) or benefits upon termination of employment, whether from the Company or any of its Subsidiaries or Affiliates.
(v) Notwithstanding anything to the contrary in this Agreement, no compensation or benefits which shall constitute “deferred compensation” (within the meaning of Section 409A of the Code) shall be the Annual Bonus payable during the current fiscal year at the target amount provided above) (together, the “Separation Pay”); and (ii) paid to Executive during the six-month period commencing following the Executive’s Separation from Service if paying such amounts at the time or times indicated in this Agreement would be a prohibited distribution under Section 409A(a)(2)(B)(i) of the Code. If the payment of any such amounts is delayed as a result of the previous sentence, then on the Termination Date that Employee is eligible to elect and elects to continue coverage for himself and his eligible dependents first business day following the end of such six-month period (or such earlier date upon which such amount can be paid under Section 409(A) of the CompanyCode without resulting in a prohibited distribution, including as a result of Executive’s group heath insurance plan pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”death), or similar state law, the Company shall reimburse Employee on pay Executive a monthly basis for lump-sum amount equal to the difference between the amount Employee pays to effect and continue such coverage under COBRA and the employee contribution cumulative amount that active employees of would have otherwise been payable to the Executive during such period with interest at prevailing market rates.
(vi) Any Issued Common Stock (whether vested or unvested) that is forfeited or lost by Executive under this Section 9(c) shall be transferred to and allocated to those Persons listed on Exhibit C in proportions set forth on such exhibit and neither the Company pay for the same nor Executive shall have any right or similar coverageinterest in such Issued Common Stock; provided, however, that Employee shall notify the Company in writing within five days after he becomes eligible after the Termination Date for group health insurance coverageif Executive is included on Exhibit C, if any, through subsequent employment or otherwise and the Company shall have no further reimbursement obligation after Employee becomes eligible for group health insurance coverage due to subsequent employment or otherwise. The Separation Pay then Executive shall be paid eligible to Employee receive an allocation of such Issued Common Stock in a lump sum within 60 days of the Termination Date; provided, however, that no Separation Pay proportion set forth on Exhibit C. The Persons listed on Exhibit C shall be paid to Employee unless the Company receives, on or within 55 days after the Termination Date, an executed and fully effective copy third-party beneficiaries of the Release this clause (as defined below). Any COBRA reimbursements due under this Section shall be made by the last day of the month following the month in which the applicable premiums were paid by Employee. For the avoidance of doubt, Employee shall not be entitled to the Separation Benefits if this Agreement is terminated (i) due to Employee’s death; (ii) by the Company due to Employee’s Inability to Perform; (iii) by the Company for Cause; (iv) by Employee without Good Reason; or (v) by non-renewal by Employee in accordance with Sections 4(b) and 6(fvi).
Appears in 4 contracts
Samples: Senior Officer Employment Agreement (TRI Pointe Homes, Inc.), Senior Officer Employment Agreement (TRI Pointe Homes, Inc.), Senior Officer Employment Agreement (TRI Pointe Homes, LLC)
Separation Benefits. (a) If this Agreement Executive is involuntarily terminated either without Cause or resigns for Good Reason (as both are defined in Exhibit “A”) on or before December 31, 2010, Executive, shall be entitled to receive within fourteen (14) days of his/her termination, in lieu of any other separation and/or severance payments or benefits, the following:
(i) a lump sum payment equal to Executive’s accrued, but unpaid base salary through the date of termination, less all applicable deductions;
(ii) a lump sum payment equivalent to two (2) times Executive’s final annual base salary, less all applicable deductions;
(iii) a lump sum payment equivalent to two (2) times Executive’s annual performance bonus target as approved by the Company without Cause Compensation and Benefits Committee for the year in accordance with Section 6(cwhich he/she is terminated, less all applicable deductions;
(iv) (including a Prorated Portion of any unvested Performance RSUs awarded to Executive on or after January 1, 2005, shall vest on the Company’s non-renewal regularly scheduled vesting date, as provided in the grant agreement for such Performance RSUs, and will be subject to all restrictions regarding their sale or transfer as specified in the applicable grant agreement. For purposes of this Agreement) or by Employee resigning his employment for Good Reason in accordance with Section 6(d, the term “Performance RSUs” shall mean restricted stock units awarded to Executive pursuant to a grant agreement specifying that the actual number of stock units to ultimately be awarded at the end of the performance period is contingent upon specified criteria related to EDS’ performance. For purposes of this subparagraph 1(a)(iv), the Company “Prorated Portion” shall be determined by multiplying the number of Performance RSUs that would have no further obligation to Employee under this Agreementotherwise vested on the scheduled vesting date following the completion of the performance period if Executive had not previously separated from employment with EDS (based on EDS’ achievement of the specified performance metrics for the applicable Performance RSUs, except as provided for in the Company shall provide the Accrued Obligations to Employee in accordance with Section 7(aapplicable grant agreement) plus the following payments and benefits (collectivelyby a fraction, the “Separation Benefits”) to Employee: (i) an amount equal to one times the sum numerator of the Base Salary in effect immediately before the Termination Date plus the Annual Bonus received by Employee for the fiscal year preceding the Termination Date (or if Employee was employed for less than one full fiscal year prior to the Termination Date, the Annual Bonus for purposes of this Section 7 which shall be the Annual Bonus payable during number of complete months between the current fiscal year at commencement date of the target amount provided above) (together, the “Separation Pay”); and (ii) during the six-month performance period commencing on the Termination Date that Employee is eligible to elect and elects to continue coverage for himself and his eligible dependents under the Company’s group heath insurance plan pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), or similar state law, the Company shall reimburse Employee on a monthly basis for the difference between the amount Employee pays to effect applicable Performance RSUs and continue such coverage under COBRA Executive’s separation date, and the employee contribution amount that active employees denominator being the total number of months in the Company pay performance period for the same or similar coverage; provided, however, that Employee shall notify the Company in writing within five days after he becomes eligible after the Termination Date for group health insurance coverage, if any, through subsequent employment or otherwise and the Company shall have no further reimbursement obligation after Employee becomes eligible for group health insurance coverage due to subsequent employment or otherwise. The Separation Pay shall be paid to Employee in a lump sum within 60 days of the Termination Date; provided, however, that no Separation Pay shall be paid to Employee unless the Company receives, on or within 55 days after the Termination Date, an executed and fully effective copy of the Release (as defined below). Any COBRA reimbursements due under this Section shall be made by the last day of the month following the month in which the applicable premiums were paid by Employee. For the avoidance of doubt, Employee shall not be entitled to the Separation Benefits if this Agreement is terminated (i) due to Employee’s death; (ii) by the Company due to Employee’s Inability to Perform; (iii) by the Company for Cause; (iv) by Employee without Good Reason; or (v) by non-renewal by Employee in accordance with Sections 4(b) and 6(f).Performance RSUs;
Appears in 3 contracts
Samples: Executive Severance Benefit Agreement (Electronic Data Systems Corp /De/), Executive Severance Benefit Agreement (Electronic Data Systems Corp /De/), Executive Severance Benefit Agreement (Electronic Data Systems Corp /De/)
Separation Benefits. (a) If this Agreement Executive is involuntarily terminated either without Cause or resigns for Good Reason (as both are defined in Exhibit "A") on or before December 31, 2008, Executive, shall be entitled to receive within fourteen (14) days of his/her termination, in lieu of any other separation and/or severance payments or benefits, the following:
(i) a lump sum payment equal to Executive's accrued, but unpaid base salary through the date of termination, less all applicable deductions;
(ii) a lump sum payment equivalent to two (2) times Executive's final annual base salary, less all applicable deductions;
(iii) a lump sum payment equivalent to two (2) times Executive's annual performance bonus target as approved by the Company without Cause Compensation and Benefits Committee for the year in accordance with Section 6(cwhich he/she is terminated, less all applicable deductions;
(iv) (including a Prorated Portion of any unvested Performance RSUs awarded to Executive on or after January 1, 2005, shall vest on the Company’s non-renewal regularly scheduled vesting date, as provided in the grant agreement for such Performance RSUs, and will be subject to all restrictions regarding their sale or transfer as specified in the applicable grant agreement. For purposes of this Agreement) or by Employee resigning his employment for Good Reason in accordance with Section 6(d, the term "Performance RSUs" shall mean restricted stock units awarded to Executive pursuant to a grant agreement specifying that the actual number of stock units to ultimately be awarded at the end of the performance period is contingent upon specified criteria related to EDS' performance. For purposes of this subparagraph 1(a)(iv), the Company "Prorated Portion" shall be determined by multiplying the number of Performance RSUs that would have no further obligation to Employee under this Agreementotherwise vested on the scheduled vesting date following the completion of the performance period if Executive had not previously separated from employment with EDS (based on EDS' achievement of the specified performance metrics for the applicable Performance RSUs, except as provided for in the Company shall provide the Accrued Obligations to Employee in accordance with Section 7(aapplicable grant agreement) plus the following payments and benefits (collectivelyby a fraction, the “Separation Benefits”) to Employee: (i) an amount equal to one times the sum numerator of the Base Salary in effect immediately before the Termination Date plus the Annual Bonus received by Employee for the fiscal year preceding the Termination Date (or if Employee was employed for less than one full fiscal year prior to the Termination Date, the Annual Bonus for purposes of this Section 7 which shall be the Annual Bonus payable during number of complete months between the current fiscal year at commencement date of the target amount provided above) (together, the “Separation Pay”); and (ii) during the six-month performance period commencing on the Termination Date that Employee is eligible to elect and elects to continue coverage for himself and his eligible dependents under the Company’s group heath insurance plan pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), or similar state law, the Company shall reimburse Employee on a monthly basis for the difference between the amount Employee pays to effect applicable Performance RSUs and continue such coverage under COBRA Executive's separation date, and the employee contribution amount that active employees denominator being the total number of months in the Company pay performance period for the same or similar coverage; provided, however, that Employee shall notify the Company in writing within five days after he becomes eligible after the Termination Date for group health insurance coverage, if any, through subsequent employment or otherwise and the Company shall have no further reimbursement obligation after Employee becomes eligible for group health insurance coverage due to subsequent employment or otherwise. The Separation Pay shall be paid to Employee in a lump sum within 60 days of the Termination Date; provided, however, that no Separation Pay shall be paid to Employee unless the Company receives, on or within 55 days after the Termination Date, an executed and fully effective copy of the Release (as defined below). Any COBRA reimbursements due under this Section shall be made by the last day of the month following the month in which the applicable premiums were paid by Employee. For the avoidance of doubt, Employee shall not be entitled to the Separation Benefits if this Agreement is terminated (i) due to Employee’s death; (ii) by the Company due to Employee’s Inability to Perform; (iii) by the Company for Cause; (iv) by Employee without Good Reason; or (v) by non-renewal by Employee in accordance with Sections 4(b) and 6(f).Performance RSUs;
Appears in 3 contracts
Samples: Executive Severance Benefit Agreement (Electronic Data Systems Corp /De/), Executive Severance Benefit Agreement (Electronic Data Systems Corp /De/), Executive Severance Benefit Agreement (Electronic Data Systems Corp /De/)
Separation Benefits. 4.1 If this Agreement Employee’s employment is terminated either by the Company without Cause in accordance with for any reason other than for Cause, death or disability and Section 6(c4.2 does not apply, Employee shall be entitled to the following separation benefits:
(a) (including the Company’s non-renewal of this Agreement) or by Employee resigning his employment for Good Reason in accordance with Section 6(d), the The Company shall have no further obligation pay, or cause to be paid, to Employee under this Agreement, except within 30 days of the Company shall provide the Accrued Obligations to Employee in accordance with Section 7(a) plus the following payments and benefits (collectively, the “Separation Benefits”) to Employee: Termination Date (i) the full base salary earned by Employee through, but unpaid at, the Termination Date, plus (ii) credit for any vacation earned by Employee but not used at the Termination Date, plus (iii) all other amounts owed by the Company to Employee (other than any bonus payment of any kind) but unpaid as of the Termination Date.
(b) The Company shall pay, or cause to be paid, to Employee (i) in a lump sum not later than thirty (30) days after the Termination Date an amount equal to one times 200% of the sum of (A) Employee’s base annual salary at the Base Salary highest rate in effect at any time during the twelve (12) months immediately before the Termination Date plus the Annual Bonus received by Employee for the fiscal year preceding the Termination Date Date, and (or if Employee was employed B) Employee’s targeted bonus for less than one full fiscal the current year, and (ii) Employee’s targeted bonus payment for the year prior of termination prorated to the Termination Date, the Annual Bonus .
(c) The Company shall provide to Employee for purposes a period of this Section 7 shall be the Annual Bonus payable during the current fiscal year at the target amount provided aboveeighteen (18) (together, the “Separation Pay”); and (ii) during the six-month period commencing on months after the Termination Date that Employee is eligible to elect and elects to continue medical and/or dental coverage for himself and his eligible dependents under the Company’s group heath insurance plan pursuant medical and/or dental plans, without any cost to the Consolidated Omnibus Budget Reconciliation Act Employee in excess of 1985, as amended (“COBRA”), or similar state law, the Company shall reimburse Employee on a monthly basis for the difference between the amount Employee pays to effect and continue such coverage under COBRA and the any employee contribution amount that active employees would be payable by Employee if Employee remained employed by a member of the Company pay for the same or similar coverageCompany; provided, however, that if Employee becomes employed with another employer during such eighteen (18)-month period and is eligible to receive medical and/or dental coverage under another employer-provided plan, the medical and/or dental coverage described herein shall notify be secondary to those provided under such other plan. In addition, on the last day of such eighteen (18)-month period, the Company shall pay, or cause to be paid, to Employee an amount in writing cash equal to the aggregate amount that would be payable by the Company for such medical and/or dental coverage for six (6) months if Employee remained employed by the Company for such period.
(d) The restrictions applicable to each share of non-vested restricted stock of Xxxxx Shoe held by Employee that would have vested within five days after he becomes eligible after the two (2) year period following the Termination Date for group health insurance coverage, if any, through subsequent employment or otherwise and had Employee remained employed by the Company shall lapse as of the Termination Date.
(e) Each non-vested option to purchase Xxxxx Shoe stock held by Employee that would have no further reimbursement obligation after vested within the two (2) year period following the Termination Date had Employee becomes eligible remained employed by the Company shall vest as of the Termination Date.
(f) The Company shall pay the reasonable costs of outplacement services selected by the Company for group health insurance coverage due to subsequent employment or otherwise. The Separation Pay shall be paid to Employee in a lump sum within 60 days reasonable period of time following the Termination Date; provided, however, that no Separation Pay such outplacement services shall be paid to Employee unless the Company receives, on or within 55 days provided after the Termination Date, an executed and fully effective copy of the Release (as defined below). Any COBRA reimbursements due under this Section shall be made by the last day of the month second calendar year following the month calendar year in which the applicable premiums were paid by Termination Date occurs.
4.2 If Employee. For the avoidance of doubt, Employee shall not be entitled to the Separation Benefits if this Agreement ’s employment is terminated within twenty-four (i24) due to Employee’s death; months after a Change of Control (ii) by the Company due to Employee’s Inability to Perform; (iiix) by the Company for any reason other than for Cause; , death or disability, or (ivy) by Employee without within ninety (90) days after the occurrence of Good Reason, Employee shall be entitled to the following separation benefits in place of, and not in addition to, the benefits set forth in Section 4.1:
(a) The Company shall pay, or cause to be paid, to Employee within 30 days of the Termination Date (i) the full base salary earned by Employee through, but unpaid at, the Termination Date, plus (ii) credit for any vacation earned by Employee but not taken at the Termination Date, plus (iii) all other amounts owed by the Company to Employee (other than any bonus payment of any kind) but unpaid as of the Termination Date.
(b) The Company shall pay, or cause to be paid, to Employee (i) in a lump sum six (6) months after the Termination Date an amount equal to 300% of the sum of (A) Employee’s base annual salary at the highest rate in effect at any time during the twelve (12) months immediately preceding the Termination Date, and (B) Employee’s targeted bonus for the current year; and (ii) Employee’s targeted bonus payment for the year of termination prorated to the Termination Date.
(c) The Company shall provide to Employee for a period of eighteen (18) months after the Termination Date medical and/or dental coverage under the Company’s medical and dental plans, without any cost to Employee in excess of any employee contribution that would be payable by Employee if Employee remained employed by the Company; provided, however, that if Employee becomes employed with another employer during such eighteen (18)-month period and is eligible to receive medical and/or dental coverage under another employer-provided plan, the medical and/or dental coverage described herein shall be secondary to those provided under such other plan. In addition, on the last day of such eighteen (18)-month period, the Company shall pay, or cause to be paid, to Employee an amount in cash equal to the aggregate amount that would be payable by the Company for such medical and/or dental coverage for eighteen (v18) months if Employee remained employed by the Company for such period.
(d) The restrictions applicable to each share of non-renewal vested restricted stock of Xxxxx Shoe held by Employee shall lapse and be exercisable as of the Termination Date.
(e) Each non-vested option to purchase Xxxxx Shoe stock held by Employee shall vest and be exercisable as of the Termination Date.
(f) For purposes of determining Employee’s benefit under the Company’s Supplemental Employment Retirement Plan, an additional three (3) years of Credited Service shall be credited to Employee’s actual or deemed Credited Service.
(g) The Company shall pay the reasonable costs of outplacement services selected by the Company for a reasonable period of time following the Termination Date; provided, however, that no such outplacement services shall be provided after the last day of the second calendar year following the calendar year in accordance with which the Termination Date occurs.
4.3 If Employee’s employment is terminated for any reason other than such reasons specified in Sections 4(b4.1 and 4.2, the Company shall pay, or cause to be paid, to Employee within 30 days of the Termination Date (i) the full base salary earned by Employee through, but unpaid at, the Termination Date, plus (ii) credit for any vacation earned by Employee but not taken at the Termination Date, plus (iii) all other amounts owed by the Company to Employee (other than any bonus payment of any kind) but unpaid as of the Termination Date.
4.4 The benefits set forth in Sections 4.1(c) and 6(f)4.2(c) shall run concurrently with any period of continuation coverage to which Employee is entitled under Section 601 of ERISA. Upon Employee’s re-employment during the period specified in each such Section, to the extent covered by the new employer’s plan, coverage under the Company’s plan shall lapse, subject to any continuation of coverage rights under Section 601 of ERISA. Employee’s participation in and/or coverage under all other employee benefit plans, programs or arrangements sponsored or maintained by the Company shall cease effective as of the Termination Date except as otherwise provided in such employee benefit plan, program or arrangement.
Appears in 3 contracts
Samples: Severance Agreement (Brown Shoe Co Inc), Severance Agreement (Brown Shoe Co Inc), Severance Agreement (Brown Shoe Co Inc)
Separation Benefits. If this Agreement is terminated either by the Company at any time (whether before or after a Change of Control) you suffer an Involuntary Termination or a Termination Without Cause (and to be clear, a Termination for Death or Disability shall not constitute a Termination without Cause in accordance with Cause), and provided such termination constitutes a “separation from service” (as defined under Treasury Regulations Section 6(c) 1.409A-1(h), without regard to any alternative definition thereunder, a “Separation from Service”), then subject to your obligations below (including but not limited to your execution of an effective release and waiver of claims, in the Company’s non-renewal of this Agreementform attached hereto as Annex II, that is effective not later than the sixtieth (60th) or by Employee resigning his employment for Good Reason in accordance with Section 6(dday following your Separation from Service), the Company you shall have no further obligation be entitled to Employee under this Agreement, except the Company shall provide the Accrued Obligations to Employee in accordance with Section 7(a) plus the following payments and benefits receive (collectively, the “Separation Severance Benefits”) to Employee: (i) ): • an amount equal to one times eighteen (18) months of your then current base salary, ignoring any decrease in base salary that forms the sum basis for Good Reason, less all applicable withholdings and deductions, paid over such eighteen (18) month period on the schedule described below (the “Salary Continuation”). • acceleration of the Base Salary in effect immediately before vesting of each of your then outstanding compensatory stock grants as of the Termination Date plus the Annual Bonus received by Employee for the fiscal year preceding the Termination Date (or if Employee was employed for less than one full fiscal year prior date of termination as to the Termination Date, number of shares that would have vested in accordance with their applicable vesting schedules if you had been in service for an additional eighteen (18) months as of your termination date (based upon months of service and not the Annual Bonus for purposes occurrence of this Section 7 shall be corporate events or milestones). • to the Annual Bonus payable during the current fiscal year at the target amount provided above) (together, the “Separation Pay”); and (ii) during the six-month period commencing on the Termination Date extent that Employee is eligible to you timely elect and elects to continue COBRA coverage for himself and his eligible dependents under the Company’s group heath insurance plan pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), or similar state lawhealth plans, the Company shall will pay or reimburse Employee on a monthly basis you for the difference between cost of your COBRA premiums for a period of up to eighteen (18) months commencing on the amount Employee pays to effect and continue such first date on which you lose health care coverage under COBRA and the employee contribution amount that active employees as a result of the Company pay for the same or similar coverage; your Separation from Service, provided, however, that Employee shall notify the Company Company’s obligation to pay or reimburse your COBRA premiums will cease immediately in writing within five days after he becomes eligible after the Termination Date for group health insurance coverage, if any, through subsequent employment or otherwise and the Company shall have no further reimbursement obligation after Employee becomes event that you either become eligible for group health insurance or cease to be eligible for COBRA coverage due during such eighteen (18) month period (such period that you are eligible for Company-paid COBRA benefits, the “COBRA Payment Period”). If at any time the Company determines, in its sole discretion, that the payment of the COBRA premiums would result in a violation of the nondiscrimination rules of Section 105(h)(2) of the Code or any statute or regulation of similar effect (including but not limited to subsequent employment the 2010 Patient Protection and Affordable Care Act, as amended by the 2010 Health Care and Education Reconciliation Act), then in lieu of providing the COBRA premiums, the Company will instead pay you on the last day of each remaining month of the COBRA Payment Period, a taxable cash amount that, on an after-tax basis, is sufficient to obtain the same or otherwiseequivalent coverage with any such gross-up for taxes paid in accordance with Treasury Regulations Section 1.409A-3(i)(1)(v) (such amount, the “Special Severance Payment”), for the remainder of the COBRA Payment Period. For clarity, you are not required to elect continued health insurance coverage under COBRA or use this Special Severance Payment to obtain alternative health insurance coverage in order to receive this payment. The Severance Benefits are conditional upon (a) your continuing to comply with your obligations under your Confidential Information and Invention Assignment Agreement, Employee Invention Assignment and Confidentiality Agreement and any similar agreement during the period of time in which you are receiving the Severance Benefits; (b) your delivering to the Company an effective, general release of claims in favor of the Company in substantially the form set forth on Annex II within sixty (60) days following your Separation Pay shall from Service; and (c) if you are a member of the Board, your resignation from the Board, to be effective no later than the date of your termination (or such other date as requested by the Board). The Salary Continuation will be paid in equal installments on the Company’s regular payroll schedule and will be subject to Employee in a lump sum within 60 days applicable tax withholdings over the period outlined above following the date of the Termination Dateyour Separation from Service; provided, however, that no payments will be made prior to the 60th day following your Separation Pay shall be paid to Employee unless from Service. On the 60th day following your Separation from Service, the Company receives, will pay you in a lump sum the Salary Continuation and other Severance Benefits (including any Special Severance Payments) that you would have received on or within 55 days after prior to such date under the Termination Date, an executed and fully effective copy original schedule but for the delay while waiting for the 60th day in compliance with Section 409A of the Release (as defined below). Any COBRA reimbursements due under this Section shall be made by Code and the last day effectiveness of the month following release, with the month in which balance of the applicable premiums were Salary Continuation and other Severance Benefits being paid by Employee. For the avoidance of doubt, Employee shall not be entitled to the Separation Benefits if this Agreement is terminated (i) due to Employee’s death; (ii) by the Company due to Employee’s Inability to Perform; (iii) by the Company for Cause; (iv) by Employee without Good Reason; or (v) by non-renewal by Employee in accordance with Sections 4(b) and 6(f)as originally scheduled.
Appears in 3 contracts
Samples: Employment Agreement (Aquantia Corp), Employment Agreement (Aquantia Corp), Employment Agreement (Aquantia Corp)
Separation Benefits. If this Agreement is terminated either Upon termination of your employment with Homestore for ------------------- any reason, you will receive payment for all unpaid salary and vacation accrued to the date of your termination of employment; any remaining unpaid balance of your sign-on bonus; any performance bonus that has been earned but not paid; and your benefits will be continued under Homestore's then existing benefit plans and policies for so long as provided under the terms of such plans and policies or as required by applicable law. In addition, the Company without Cause in accordance with Section 6(cfollowing provisions will apply depending on the basis of your termination of employment:
(a) In the event of your Voluntary Termination or Termination for Cause, you will not be entitled to any cash severance benefits (including except the Company’s non-renewal of this Agreementamounts as set forth above) or additional vesting of your Principal Option.
(b) In the event of your Involuntary Termination, Termination for Death or Disability, or Termination without Cause, subject to your execution (or the execution by Employee resigning his employment for Good Reason your executor or personal representative in accordance with Section 6(d)the case of your death) of the acknowledgement and release attached as Exhibit A, you will be entitled to a severance payment equal to the Company shall have no further obligation to Employee under this Agreement, except the Company shall provide the Accrued Obligations to Employee in accordance with Section 7(a) plus the following payments and benefits (collectively, the “Separation Benefits”) to Employee: sum of (i) an amount equal to one times the sum 12 months of your then current annual base salary and (ii) 100% of the Base Salary in effect immediately before the Termination Date plus the Annual Bonus received by Employee target bonus that would otherwise be payable to you for the fiscal year preceding in which your termination occurs (whether or not you have satisfied the Termination Date applicable performance objectives) (the "Cash Severance"). The Cash Severance will be payable in equal installments over 12 months in accordance with Homestore's normal payroll practices with such payroll deductions and withholdings as are required by law.
(c) Regardless of the basis of your termination and regardless of whether you agree to execute the acknowledgement and release, if all or if Employee was employed for less than one full fiscal year prior any portion of the amounts payable to you or on your behalf under this agreement or otherwise from Homestore become or otherwise are subject to the Termination Date, excise tax imposed by Section 4999 of the Annual Bonus for purposes Internal Revenue Code of this Section 7 shall be the Annual Bonus payable during the current fiscal year at the target amount provided above) (together, the “Separation Pay”); and (ii) during the six-month period commencing on the Termination Date that Employee is eligible to elect and elects to continue coverage for himself and his eligible dependents under the Company’s group heath insurance plan pursuant to the Consolidated Omnibus Budget Reconciliation Act of 19851986, as amended (“COBRA”)amended, or similar state lawtax and/or assessment, Homestore shall pay to you an amount necessary to place you in the Company same after-tax position as you would have been in had no such excise tax been imposed. The amount payable pursuant to the preceding sentence shall reimburse Employee be increased to the extent necessary to pay income and excise taxes due on a monthly basis for the difference between such amount. The determination of the amount Employee pays to effect and continue of any such coverage under COBRA and the employee contribution amount that active employees of the Company pay for the same or similar coverage; provided, however, that Employee shall notify the Company in writing within five days after he becomes eligible after the Termination Date for group health insurance coverage, if any, through subsequent employment or otherwise and the Company shall have no further reimbursement obligation after Employee becomes eligible for group health insurance coverage due to subsequent employment or otherwise. The Separation Pay shall be paid to Employee in a lump sum within 60 days of the Termination Date; provided, however, that no Separation Pay shall be paid to Employee unless the Company receives, on or within 55 days after the Termination Date, an executed and fully effective copy of the Release (as defined below). Any COBRA reimbursements due under this Section tax indemnity shall be made by the last day independent accounting firm employed by Homestore, which amount shall be increased or decreased to reflect the results of any final determination by taxing authorities in any administrative or judicial action and shall include any expenses reasonably incurred by you in defending same. The amount payable pursuant to this paragraph shall be sufficient to pay any interest and penalties determined to be due, and shall be grossed up for the month following income tax due on the month in which the applicable premiums were aggregate reimbursement. Amounts due shall be paid within 10 days after demand by Employee. For the avoidance of doubt, Employee shall not you.
(d) No payments due you under this letter agreement will be entitled subject to the Separation Benefits if this Agreement is terminated (i) due to Employee’s death; (ii) by the Company due to Employee’s Inability to Perform; (iii) by the Company for Cause; (iv) by Employee without Good Reason; mitigation or (v) by non-renewal by Employee in accordance with Sections 4(b) and 6(f)offset.
Appears in 3 contracts
Samples: Employment Agreement (Homestore Com Inc), Employment Agreement (Homestore Com Inc), Employment Agreement (Homestore Com Inc)
Separation Benefits. If this Agreement is terminated either by the Company without Cause in accordance with Section 6(c) (including the Company’s non-renewal of this Agreement) or by Employee resigning his employment for Good Reason in accordance with Section 6(d), the Company shall have no further obligation to Employee under this Agreement, except the Company shall provide the Accrued Obligations to Employee in accordance with Section 7(a) plus the following payments and benefits (collectively, the “Separation Benefits”) to Employee: (i) an amount equal to one two (2) times the sum of (a) the Base Salary in effect immediately before the Termination Date plus (b) the Annual Bonus received by Employee for the fiscal year preceding the Termination Date (or if Employee was employed for less than one full fiscal year prior to the Termination Date, the Annual Bonus for purposes of this Section 7 7(b) shall be the Annual Bonus payable during the current fiscal year at the target amount provided above) (together, the “Separation Pay”); and (ii) during the six18-month period commencing on the Termination Date that Employee is eligible to elect and elects to continue coverage for himself and his eligible dependents under the Company’s group heath health insurance plan or Grey Rock’s group health insurance plan pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), or similar state law, the Company shall reimburse Employee on a monthly basis for the difference between the amount Employee pays to effect and continue such coverage under COBRA and the employee contribution amount that active employees of the Company or Grey Rock, as applicable, pay for the same or similar coverage; provided, however, that Employee shall notify the Company in writing within five days after he becomes eligible after the Termination Date for group health insurance coverage, if any, through subsequent employment or otherwise and the Company shall have no further reimbursement obligation after Employee becomes eligible for group health insurance coverage due to subsequent employment or otherwise. The Separation Pay shall be paid to Employee in a lump sum within 60 days of the Termination Date; provided, however, that no Separation Pay shall be paid to Employee unless the Company receives, on or within 55 days after the Termination Date, an executed and fully effective copy of the Release (as defined below). Any COBRA reimbursements due under this Section shall be made by the last day of the month following the month in which the applicable premiums were paid by Employee. For the avoidance of doubt, Employee shall not be entitled to the Separation Benefits if this Agreement is terminated (i) due to Employee’s death; (ii) by the Company due to Employee’s Inability to Perform; (iii) by the Company for Cause; (iv) by Employee without Good Reason; or (v) by non-renewal by Employee in accordance with Sections 4(b) and 6(f); provided, however, that if this Agreement is terminated (i) due to Employee’s death or (ii) by the Company due to Employee’s Inability to Perform, Employee shall be entitled to the Prorated Bonus amount in Section 7(c).
Appears in 2 contracts
Samples: Employment Agreement (Granite Ridge Resources, Inc.), Employment Agreement (Granite Ridge Resources, Inc.)
Separation Benefits. (i) If this Agreement Executive’s employment with the Company ends for any reason, then Executive shall be entitled to: (1) Executive’s Base Salary through the Termination Date and any earned but unpaid annual bonus for the calendar year ending immediately prior to the Termination Date; (2) benefits as provided in Section 6 through the Termination Date; (3) reimbursement of expenses incurred by Executive through the Termination Date as provided in Section 7; and (4) accrued vacation and other paid-time-off (the “Accrued Obligations”).
(ii) (A) If Executive’s employment with the Company is terminated either by the Company for Cause, then, in addition to the compensation described in Section 9(c)(i), Executive shall forfeit and have no right to any of the Issued Common Stock (whether vested or unvested) if a Liquidity Event has not occurred and if a Liquidity Event has occurred then Executive shall forfeit and have no right to fifty percent (50%) of the Issued Common Stock that are vested on the Termination Date and no right to any unvested Issued Common Stock; and (B) if Executive terminates his employment without Good Reason, then, in addition to the compensation described in Section 9(c)(i), prior to a Liquidity Event Executive shall forfeit and have no right to 25% of the Issued Common Stock that are vested on the Termination Date and no right to any unvested Issued Common Stock and after a Liquidity Event Executive shall not forfeit any of his Issued Common Stock that are vested as of the Termination Date but shall forfeit and have no right to any unvested Issued Common Stock. For illustrative purposes, the following examples are provided:
(1) If Executive is terminated by the Company for Cause and Executive is 75% vested in accordance with Section 6(cthe Issued Common Stock on the Termination Date and a Liquidity Event has not occurred, Executive shall retain none of the vested or unvested Issued Common Stock.
(2) If Executive is terminated by the Company for Cause and Executive is 75% vested in the Issued Common Stock on the Termination Date and a Liquidity Event has occurred, Executive shall retain 37.5% of the Issued Common Stock and forfeit 62.5% of the Issued Common Stock.
(including 3) If Executive terminates his employment without Good Reason and Executive is 75% vested in the CompanyIssued Common Stock on the Termination Date and a Liquidity Event has not occurred, Executive shall retain 56.25% of the Issued Common Stock and forfeit 43.75% of the Issued Common Stock.
(4) If Executive terminates his employment without Good Reason and Executive is 75% vested in the Issued Common Stock on the Termination Date and a Liquidity Event has occurred, Executive shall retain 75% of the Issued Common Stock and forfeit 25% of the Issued Common Stock.
(iii) If the Company terminates Executive’s employment without Cause, if Executive terminates his employment for Good Reason or due to Disability or death or Executive’s employment is terminated by the Company or Executive after the Company has given notice of non-renewal of this Agreement) or by Employee resigning his employment for Good Reason Agreement in accordance with Section 6(d4 hereof, then in addition to the Accrued Obligations described in Section 9(c)(i), (1) the Company shall have no further obligation reimburse Executive (or the Executive’s qualified beneficiaries in the case of Executive’s termination due to Employee death) for premiums under this Agreementthe Consolidated Omnibus Budget Reconciliation Act paid after the Termination Date in substantially equal monthly payments following the Termination Date, except the Company and (2) Executive shall provide the Accrued Obligations receive, if such termination is not due to Employee in accordance with Section 7(a) plus the following payments and benefits (collectivelyDisability or death, the “Separation Benefits”) to Employee: (i) an amount a lump sum payment equal to one 1.5 times the sum of (a) 12 months’ Base Salary, plus (b) the Base Salary average actual bonus earned by Executive during the two previous calendar years (including with the Predecessor Employer). Notwithstanding the foregoing, the amounts described in effect immediately before this Section 9(c)(iii) shall be payable by reference to the Termination Date plus only if such date constitutes Executive’s “separation from service” from the Annual Bonus received Company within the meaning of Section 409(a)(2)(A)(i) of the Internal Revenue Code of 1986, as amended (the “Code”) and Treasury Regulation Section 1.409A-1(h) (a “Separation from Service”) and, if Executive’s Separation from Service occurs later, these amounts shall be paid (or commence, as applicable) by Employee for reference to such later Separation from Service and (3) Executive (or the fiscal year preceding Executive’s qualified beneficiaries in the case of Executive’s termination due to death) shall retain all Issued Common Stock that is vested on the Termination Date but shall forfeit and have no right to any Issued Common Stock that is unvested on the Termination Date. Payment of the payments and benefits described in clauses (1) and (2) above (but not any other payments or benefits) shall occur or begin (as applicable) on the Company’s first regularly scheduled payroll date occurring on or after the 36th day following the Termination Date (or if Employee was employed for less than one full fiscal year the “First Payroll Date”) (with any amounts otherwise payable prior to such First Payroll Date instead paid on such First Payroll Date), and such payments and benefits shall be subject to and conditioned upon Executive’s execution and delivery to the Company of the general release substantially in the form attached hereto as Exhibit B (the “Release”) within 22 days of receiving the Release and the passage of the seven-day revocation period provided for in the Release without Executive exercising such revocation right (and for the sake of clarity, notwithstanding anything herein to the contrary, no such payments and benefits shall be paid or provided until such timely delivery of, and expiration of such revocation period for, the Release), provided that the Release shall be provided to Executive in an executable format and otherwise substantially in the form attached hereto as Exhibit B on or within five business days of the Termination Date, the Annual Bonus for purposes of .
(iv) Except as expressly provided in this Section 7 9(c) and except for benefits in which Executive has vested under employee benefit plans or applicable law, Executive shall not be entitled to any compensation (including severance) or benefits upon termination of employment, whether from the Company or any of its Subsidiaries or Affiliates.
(v) Notwithstanding anything to the contrary in this Agreement, no compensation or benefits which shall constitute “deferred compensation” (within the meaning of Section 409A of the Code) shall be the Annual Bonus payable during the current fiscal year at the target amount provided above) (together, the “Separation Pay”); and (ii) paid to Executive during the six-month period commencing following the Executive’s Separation from Service if paying such amounts at the time or times indicated in this Agreement would be a prohibited distribution under Section 409A(a)(2)(B)(i) of the Code. If the payment of any such amounts is delayed as a result of the previous sentence, then on the Termination Date that Employee is eligible to elect and elects to continue coverage for himself and his eligible dependents first business day following the end of such six-month period (or such earlier date upon which such amount can be paid under Section 409(A) of the CompanyCode without resulting in a prohibited distribution, including as a result of Executive’s group heath insurance plan pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”death), or similar state law, the Company shall reimburse Employee on pay Executive a monthly basis for lump-sum amount equal to the difference between the amount Employee pays to effect and continue such coverage under COBRA and the employee contribution cumulative amount that active employees of would have otherwise been payable to the Executive during such period with interest at prevailing market rates.
(vi) Any Issued Common Stock (whether vested or unvested) that is forfeited or lost by Executive under this Section 9(c) shall be transferred to and allocated to those Persons listed on Exhibit C in proportions set forth on such exhibit and neither the Company pay for the same nor Executive shall have any right or similar coverageinterest in such Issued Common Stock; provided, however, that Employee shall notify the Company in writing within five days after he becomes eligible after the Termination Date for group health insurance coverageif Executive is included on Exhibit C, if any, through subsequent employment or otherwise and the Company shall have no further reimbursement obligation after Employee becomes eligible for group health insurance coverage due to subsequent employment or otherwise. The Separation Pay then Executive shall be paid eligible to Employee receive an allocation of such Issued Common Stock in a lump sum within 60 days of the Termination Date; provided, however, that no Separation Pay proportion set forth on Exhibit C. The Persons listed on Exhibit C shall be paid to Employee unless the Company receives, on or within 55 days after the Termination Date, an executed and fully effective copy third-party beneficiaries of the Release this clause (as defined below). Any COBRA reimbursements due under this Section shall be made by the last day of the month following the month in which the applicable premiums were paid by Employee. For the avoidance of doubt, Employee shall not be entitled to the Separation Benefits if this Agreement is terminated (i) due to Employee’s death; (ii) by the Company due to Employee’s Inability to Perform; (iii) by the Company for Cause; (iv) by Employee without Good Reason; or (v) by non-renewal by Employee in accordance with Sections 4(b) and 6(fvi).
Appears in 2 contracts
Samples: Senior Officer Employment Agreement (TRI Pointe Homes, Inc.), Senior Officer Employment Agreement (TRI Pointe Homes, LLC)
Separation Benefits. If this Agreement Except in situations where the employment of Executive is terminated either by For Cause, By Death or By Disability (as defined in Section IV below), in the event that the Company without Cause in accordance with Section 6(c) (including the Companyterminates Executive’s non-renewal of this Agreement) or by Employee resigning his employment for Good Reason in accordance with Section 6(d)at any time, the Company shall have no further obligation Executive will be eligible to Employee under this Agreement, except the Company shall provide the Accrued Obligations to Employee in accordance with Section 7(a) plus receive the following payments and benefits (collectively, the “Separation Benefits”) to Employee: (i) ):
1. an amount equal to one times the sum (1) One Hundred Percent (100%) of the Executive’s then-current Base Salary plus (2) One Hundred Percent (100%) of Executive’s annual Target Bonus, payable in effect immediately before equal monthly installments over the Termination Date plus twelve (12) month period following the Annual Bonus received by Employee for date of such termination (“Salary Continuation Period”);
2. the fiscal year preceding the Termination Date (or Merger Success Bonus, if Employee was employed for less than one full fiscal year Executive’s termination occurs prior to the Termination one-year anniversary of the Closing Date;
3. continued vesting of Executive’s stock options until the earlier of (a) the end of the Salary Continuation Period or (b) the date Executive begins other employment, the Annual Bonus for purposes and a period of this Section 7 shall be the Annual Bonus payable during the current fiscal year at the target amount provided abovetwelve (12) (together, the “Separation Pay”); and (ii) during the six-month period commencing on the Termination Date that Employee is eligible months thereafter to elect and exercise such vested options;
4. if Executive elects to continue his medical coverage for himself and his eligible dependents under the Company’s group heath insurance plan pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), or similar state law, the Company shall reimburse Employee on a monthly basis pay the premiums for Executive’s COBRA coverage until the earlier of (a) the end of the Salary Continuation Period or (b) the date Executive becomes covered under another employer’s health plan; and
5. continued payment of the premiums required to maintain Executive’s coverage under his Company-provided life insurance policy during the Salary Continuation Period. Notwithstanding the foregoing, if Executive begins other employment during the Salary Continuation Period, all vesting of Executive’s stock options shall cease and Executive shall receive an accelerated lump-sum payment of the remaining payments for the difference between the amount Employee pays to effect and continue such coverage under COBRA and the employee contribution amount that active employees Salary Continuation Period, in lieu of the Company pay for the same or similar coverage; provided, however, that Employee shall notify the Company in writing within five days after he becomes eligible after the Termination Date for group health insurance coverage, if any, through subsequent employment or otherwise and the Company shall have no further reimbursement obligation after Employee becomes eligible for group health insurance coverage due to subsequent employment or otherwisesalary continuation. The Separation Pay shall be paid to Employee in a lump sum within 60 days of the Termination Date; provided, however, that no Separation Pay shall be paid to Employee unless the Company receives, on or within 55 days after the Termination Date, an executed and fully effective copy of the Release (as defined below). Any COBRA reimbursements due under this Section shall be made by the last day of the month following the month in which the applicable premiums were paid by Employee. For the avoidance of doubt, Employee Executive shall not be entitled eligible to participate in the Company’s deferred compensation, 401K, or employee stock purchase plans during the Salary Continuation Period. Executive’s eligibility for the foregoing Separation Benefits if this Agreement is terminated conditioned on (ia) due Executive remaining available during the Salary Continuation Period to Employee’s deathconsult with the Company regarding matters for which he previously had responsibility as a Company executive; (iib) by Executive having first signed a release agreement in the form attached as Exhibit A, and (c) Executive’s agreement not to compete with the Company, or its successors or assigns, during the Salary Continuation Period. If Executive engages in any business activity competitive with the Company due to Employee’s Inability to Perform; (iii) by or its successors or assigns during the Company for Cause; (iv) by Employee without Good Reason; or (v) by non-renewal by Employee in accordance with Sections 4(b) and 6(f)Salary Continuation Period, all Separation Benefits immediately shall cease.
Appears in 2 contracts
Samples: Executive Employment Agreement (Credence Systems Corp), Executive Employment Agreement (Credence Systems Corp)
Separation Benefits. If this Agreement Except in situations where the employment of Executive is terminated either by For Cause, By Death or By Disability (as defined in Section IV below), in the event that the Company without Cause in accordance with Section 6(c) (including the Companyterminates Executive’s non-renewal of this Agreement) or by Employee resigning his employment for Good Reason in accordance with Section 6(d)at any time, the Company shall have no further obligation Executive will be eligible to Employee under this Agreement, except the Company shall provide the Accrued Obligations to Employee in accordance with Section 7(a) plus receive the following payments and benefits (collectively, the “Separation Benefits”) to Employee: (i) ):
1. an amount equal to one times the sum (1) One Hundred Percent (100%) of Executive’s then-current Base Salary plus (2) One Hundred Percent (100%) of the Base remaining unpaid housing allowance installments, payable in equal monthly installments over the twelve (12) month period following the date of such termination (“Salary in effect immediately before the Termination Date plus the Annual Bonus received by Employee for the fiscal year preceding the Termination Date (or if Employee was employed for less than one full fiscal year prior to the Termination Date, the Annual Bonus for purposes of this Section 7 shall be the Annual Bonus payable during the current fiscal year at the target amount provided above) (together, the “Separation PayContinuation Period”);
2. continued vesting of Executive’s stock options and restricted shares until the earlier of (a) the end of the Salary Continuation Period or (b) the date Executive begins other employment, and a period of twelve (12) months thereafter to exercise such vested options; and (ii) during the six-month period commencing on the Termination Date that Employee is eligible to elect and and
3. if Executive elects to continue his medical coverage for himself and his eligible dependents under the Company’s group heath insurance plan pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), or similar state law, the Company shall reimburse Employee on a monthly basis pay the premiums for Executive’s COBRA coverage until the earlier of (a) the end of the Salary Continuation Period or (b) the date Executive becomes covered under another employer’s health plan. Notwithstanding the foregoing, if Executive begins other employment during the Salary Continuation Period, all vesting of Executive’s stock options shall cease and Executive shall receive an accelerated lump-sum payment of the remaining payments for the difference between the amount Employee pays to effect and continue such coverage under COBRA and the employee contribution amount that active employees Salary Continuation Period, in lieu of the Company pay for the same or similar coverage; provided, however, that Employee shall notify the Company in writing within five days after he becomes eligible after the Termination Date for group health insurance coverage, if any, through subsequent employment or otherwise and the Company shall have no further reimbursement obligation after Employee becomes eligible for group health insurance coverage due to subsequent employment or otherwisesalary continuation. The Separation Pay shall be paid to Employee in a lump sum within 60 days of the Termination Date; provided, however, that no Separation Pay shall be paid to Employee unless the Company receives, on or within 55 days after the Termination Date, an executed and fully effective copy of the Release (as defined below). Any COBRA reimbursements due under this Section shall be made by the last day of the month following the month in which the applicable premiums were paid by Employee. For the avoidance of doubt, Employee Executive shall not be entitled eligible to participate in the Company’s deferred compensation, 401K, or employee stock purchase plans during the Salary Continuation Period. Executive’s eligibility for the foregoing Separation Benefits if this Agreement is terminated conditioned on (ia) due Executive remaining available during the Salary Continuation Period to Employee’s death; (ii) by consult with the Company due to Employee’s Inability to Perform; (iii) by the regarding matters for which he previously had responsibility as a Company for Cause; (iv) by Employee without Good Reason; or (v) by non-renewal by Employee in accordance with Sections 4(b) and 6(f).executive;
Appears in 2 contracts
Samples: Executive Employment Agreement, Executive Employment Agreement (Credence Systems Corp)
Separation Benefits. If In consideration for the Employee's execution, non-revocation of, and compliance with this Agreement is terminated either by the Company without Cause in accordance with Section 6(c) (Agreement, including the Company’s non-renewal waiver and release of claims in Section 4, the Employer Group agrees to provide the following benefits:
(a) Installment payments equal to the Employee's current salary for a period of five months following the Separation Date, minus all relevant taxes and other withholdings to be paid every other Thursday starting on the first pay period following the Effective Date. The first installment payment shall include all amounts that would otherwise have been paid to the Employee during the period beginning on the Separation Date and ending on the first payment date. Notwithstanding the foregoing, no payment shall be made or begin before the Effective Date of this Agreement.
(b) or by Health insurance reimbursements for six months at a rate of $1,000.00 per month.
(c) All existing Employee resigning his employment options for Good Reason American DG Energy, EuroSite Power, Ilios Dynamics and Tecogen will continue to vest for a period of two years. For this two year period that options continue to vest, Employee will make himself available to Employer for the purpose of consultation as outlined in accordance with item 7, Cooperation. After one year, should Employee work for a direct competitor to Employer as defined in Section 6(d), the Company shall have no further obligation to Employee under 6d of this Agreement, except options and consulting shall cease to vest upon notification to Employee by Employer. At that time, contractual exercise terms shall apply.
(d) Employee shall keep his computer, mobile phone and mobile phone number and for a period of one year from the Company shall effective date Employer will continue to pay for Employee’s mobile phone service without changes in plan benefits.
(e) Upon the Employee's signed request, the Employer Group will provide the Accrued Obligations to Employee in accordance with Section 7(a) plus the following payments and benefits (collectively, the “Separation Benefits”) to Employee: (i) an amount equal to one times the sum and/or a prospective employer written confirmation of the Base Salary Employee's employment with the Employer Group, including his job titles, dates of employment and salary information.
(f) The Employee understands, acknowledges and agrees that these benefits exceed what he is otherwise entitled to receive upon separation from employment, and that these benefits are in effect immediately before the Termination Date plus the Annual Bonus received by Employee exchange for the fiscal year preceding the Termination Date (or if Employee was employed for less than one full fiscal year prior to the Termination Date, the Annual Bonus for purposes of executing this Section 7 shall be the Annual Bonus payable during the current fiscal year at the target amount provided above) (together, the “Separation Pay”); and (ii) during the six-month period commencing on the Termination Date that Employee is eligible to elect and elects to continue coverage for himself and his eligible dependents under the Company’s group heath insurance plan pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), or similar state law, the Company shall reimburse Employee on a monthly basis for the difference between the amount Employee pays to effect and continue such coverage under COBRA and the employee contribution amount that active employees of the Company pay for the same or similar coverage; provided, however, that Employee shall notify the Company in writing within five days after he becomes eligible after the Termination Date for group health insurance coverage, if any, through subsequent employment or otherwise and the Company shall have no further reimbursement obligation after Employee becomes eligible for group health insurance coverage due to subsequent employment or otherwiseAgreement. The Separation Pay shall be paid Employee further acknowledges no entitlement to Employee in a lump sum within 60 days of the Termination Date; provided, however, that no Separation Pay shall be paid to Employee unless the Company receives, on any additional payment or within 55 days after the Termination Date, an executed and fully effective copy of the Release (as defined below). Any COBRA reimbursements due under this Section shall be made by the last day of the month following the month in which the applicable premiums were paid by Employee. For the avoidance of doubt, Employee shall consideration not be entitled to the Separation Benefits if this Agreement is terminated (i) due to Employee’s death; (ii) by the Company due to Employee’s Inability to Perform; (iii) by the Company for Cause; (iv) by Employee without Good Reason; or (v) by non-renewal by Employee in accordance with Sections 4(b) and 6(f)specifically referenced herein.
Appears in 2 contracts
Samples: Separation and Release of Claims Agreement (Eurosite Power Inc.), Separation and Release of Claims Agreement (American Dg Energy Inc)
Separation Benefits. If Upon termination of your employment with Intersil for any reason during the Term of Employment, you will receive payment for all unpaid salary and vacation accrued to the date of your termination of employment; and your benefits will be continued under Intersil’s then existing benefit plans and policies for so long as provided under the terms of such plans and policies and as required by applicable law. Subject to your compliance with Sections 10 and 11, under certain circumstances, you will also be entitled to receive severance benefits as set forth below, but you will not be entitled to any other compensation, award or damages with respect to your employment or termination (except to the extent you are entitled to benefits under your Executive Change in Control Severance Benefits Agreement with Intersil (the “Severance Benefits Agreement”), in lieu of any benefits provided below, in the event of a Covered Termination (as defined in the Severance Benefits Agreement)).
(a) In the event of your Voluntary Termination or Termination for Cause, or in the event you and Intersil agree to change your` position at Intersil, during the Term of Employment, you will not be entitled to any cash severance benefits, additional vesting of shares of restricted stock, DSUs, options or other equity compensation or post-termination death or medical benefits as described in this Agreement is terminated either by Section 7.
(b) Subject to your compliance with Sections 10 and 11, in the Company event of your Involuntary Termination or Termination without Cause in accordance with Section 6(c) (including during the Company’s non-renewal Term of this Agreement) or by Employee resigning his employment for Good Reason in accordance with Section 6(d)Employment, the Company shall have no further obligation to Employee under this Agreement, except the Company shall provide the Accrued Obligations to Employee in accordance with Section 7(a) plus the following payments and benefits (collectively, the “Separation Benefits”) to Employeeyou will be: (i) an amount equal entitled to continuance of your Base Salary for a period of one times year (less applicable deductions and withholdings) payable in accordance with Intersil’s normal payroll practices; (ii) entitled to the sum payment of a pro rata portion (based on the number of days you were employed by Intersil during the calendar year of termination divided by 365) of your Target Bonus (without regard to satisfaction of any target performance objectives) payable at the same time such bonus is payable to other senior executives of Intersil; (iii) your unvested employee stock options and DSUs (other than Performance Shares) will become vested to the extent they would have become vested had your employment continued for a period of twelve (12) months immediately following the date of your Involuntary Termination or Termination without Cause (iv) a pro rata portion (based on the number of days you were employed by Intersil since the grant date of the Base Salary Performance Shares divided by 1095) of your unvested Performance Shares shall become vested and the number of Performance Shares payable to you will be determined by the Compensation Committee based on Intersil’s financial performance relative to its peer group as of the date of your Involuntary Termination or Termination without Cause; and (v) you will have twelve (12) months (or the remaining term of the applicable option grant if shorter than 12 months) from the date of your Involuntary Termination or Termination without Cause to exercise any outstanding vested and exercisable options.
(c) In addition to the benefits set forth in subsection (b) above, in the event of your Involuntary Termination or Termination without Cause (as defined in this subsection (c) below), you will be eligible to continue, at Intersil’s expense, your medical benefits providing for coverage or payment in the event of your (or your covered dependents’) illness or injury that were provided to you, whether taxable or non-taxable and whether funded through insurance or otherwise under any benefits plan or program maintained by Intersil on the same terms and conditions as in effect immediately before prior to your termination for a period of twelve (12) months following your termination. You will be eligible to continue, at Intersil’s expense, your life insurance benefits providing for coverage or payment in the Termination Date plus the Annual Bonus received by Employee for the fiscal year preceding the Termination Date event of your (or if Employee was employed for less than one full fiscal year your covered dependents’) death that were provided to you, whether taxable or non-taxable and whether funded through insurance or otherwise under any benefits plan or program maintained by Intersil on the same terms and conditions as in effect immediately prior to your termination until the Termination Date, earlier of (i) the Annual Bonus for purposes of this Section 7 shall be the Annual Bonus payable during the current fiscal year at the target amount provided above) (together, the “Separation Pay”); date on which your Employment Term ends and (ii) during the six-month period commencing on the Termination Date that Employee is one year anniversary of your termination date. With respect to any of such benefits for which you will be eligible to elect and elects continue that are provided through an insurance policy, Intersil’s obligation to continue coverage for himself and his eligible dependents under the Company’s group heath insurance plan pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), or similar state law, the Company shall reimburse Employee on a monthly basis for the difference between the amount Employee pays to effect and continue provide such coverage under COBRA and the employee contribution amount that active employees of the Company pay for the same or similar coverage; provided, however, that Employee shall notify the Company in writing within five days after he becomes eligible after the Termination Date for group health insurance coverage, if any, through subsequent employment or otherwise and the Company shall have no further reimbursement obligation after Employee becomes eligible for group health insurance coverage due to subsequent employment or otherwise. The Separation Pay benefits following your termination shall be paid to Employee in a lump sum within 60 days of the Termination Date; provided, however, that no Separation Pay shall be paid to Employee unless the Company receives, on or within 55 days after the Termination Date, an executed and fully effective copy of the Release (as defined below). Any COBRA reimbursements due under this Section shall be made limited by the last day terms of the month following the month in which the applicable premiums were paid by Employee. For the avoidance of doubt, Employee shall not be entitled to the Separation Benefits if this Agreement is terminated (i) due to Employee’s death; (ii) by the Company due to Employee’s Inability to Perform; (iii) by the Company for Cause; (iv) by Employee without Good Reason; or (v) by non-renewal by Employee in accordance with Sections 4(b) and 6(f)such policy.
Appears in 2 contracts
Samples: Employment Agreement, Employment Agreement (Intersil Corp/De)
Separation Benefits. If this Agreement is terminated either by the Company without Cause in accordance with Section 6(c) (including the Company’s non-renewal of this Agreement) or by Employee resigning his employment for Good Reason in accordance with Section 6(d), the Company shall have no further obligation to Employee under Provided Executive signs and does not revoke this Agreement, except and signs the re-affirmation of this Agreement on his Date of Termination, Company shall will pay or provide Executive the Accrued Obligations to Employee in accordance with Section 7(a) plus the following payments payment and benefits set forth in Section 7(b)(iii) of the Employment Agreement, which are as follows
(collectivelya) Two times Executive’s current base salary, or eight hundred fifty-four thousand five hundred and twenty-eight dollars ($854,528.00);
(b) Two times Executive’s average of incentive bonus for two fiscal years preceding the Date of Termination, or seven hundred fifty-eight thousand six hundred and twenty-five dollars ($758,625.00);
(c) The “Separation Benefits”) to Employee: (i) COBRA Payment” which shall be an amount equal to one twenty-four (24) times the monthly applicable premium for COBRA coverage as in effect on the Date of Termination for the medical and dental coverage level in effect with respect to Executive and, as applicable, his family, as of the Date of Termination under Company’s group medical and dental plan. Executive will be paid an additional “gross-up payment” pursuant to this paragraph (c) for all applicable withholding taxes that would otherwise apply to the COBRA Payment such that the net after-tax amount that Executive will receive pursuant to this paragraph (c) will be equal to the COBRA Payment;
(d) The “Life and Disability Payment” which shall be an amount equal to two (2) times the sum of (i) the Base Salary in effect immediately before the Termination Date plus the Annual Bonus received by Employee annual premium for the fiscal year preceding the Termination Date additional life insurance (or if Employee was employed for less than one full fiscal year prior to the Termination Date, the Annual Bonus for purposes of this Section 7 shall be the Annual Bonus payable during the current fiscal year at the target amount provided aboveminimum level $695,000) (together, the “Separation Pay”); and (ii) during the six-month period commencing on the Termination Date that Employee is eligible to elect and elects to continue coverage annual premium for himself and his eligible dependents additional disability insurance (minimum level $9,000 monthly benefit) under the Company’s group heath life insurance plan and group long-term disability plan, as applicable, each as in effect on the Date of Termination. Executive will be paid an additional “gross-up payment” pursuant to this paragraph (d) for all applicable withholding taxes that would otherwise apply to the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), or similar state law, Life and Disability Payment such that the Company shall reimburse Employee on a monthly basis for the difference between the amount Employee pays to effect and continue such coverage under COBRA and the employee contribution net after-tax amount that active employees Executive will receive pursuant to this paragraph (d) will be equal to the Life and Disability Payment;
(e) The incentive bonus earned but unpaid for any fiscal year completed prior to the year in which the Date of the Company pay for the same or similar coverage; provided, however, that Employee shall notify the Company in writing within five days after he becomes eligible after the Termination Date for group health insurance coverageoccurs, if any;
(f) All stock options, through subsequent employment or restricted stock units and other stock incentives which are not otherwise vested as of the Date of Termination shall vest immediately upon the Date of Termination and any stock options granted to Executive after October 14, 2003 will remain exercisable for two (2) years following the Company shall have no further reimbursement obligation after Employee becomes eligible for group health insurance coverage due to subsequent employment or otherwiseDate of Termination (or, if less, the original term of the option). The Separation Pay payments due under Section 2(a)-(e) above shall be paid to Employee made in a lump sum within 60 30 days following the Date of Termination, subject to satisfaction of the Termination Date; provided, however, that no Separation Pay shall be paid to Employee unless the Company receives, on or within 55 days after the Termination Date, an executed and fully effective copy of the Release (as defined below). Any COBRA reimbursements due under this Section shall be made by the last day of the month following the month in which the applicable premiums were paid by Employee. For the avoidance of doubt, Employee shall not be entitled to the Separation Benefits if this Agreement is terminated (i) due to Employee’s death; (ii) by the Company due to Employee’s Inability to Perform; (iii) by the Company for Cause; (iv) by Employee without Good Reason; or (v) by non-renewal by Employee in accordance with Sections 4(b) and 6(f)requirements referenced above.
Appears in 2 contracts
Samples: Separation Agreement (Marlin Business Services Corp), Retirement Agreement
Separation Benefits. If this Agreement is terminated either by Upon termination of your employment with the Company without Cause in accordance with Section 6(c) (including for any reason, you will receive payment for all unpaid salary and vacation accrued as of the date of your termination of employment, and your benefits will be continued under the Company’s non-renewal then existing benefit plans and policies for so long as provided under the terms of this Agreement) or such plans and policies and as required by Employee resigning his employment for Good Reason applicable law. Under certain circumstances, and in accordance with Section 6(d)all events conditioned upon your execution of a release and waiver of claims against the Company, its officers and directors and stockholders in a form acceptable to the Company, the form of which is attached hereto as Exhibit A, you will be entitled to receive severance benefits as set forth below in addition to those described above, but you will not be entitled to any other compensation, award or damages with respect to your employment or termination.
(a) In the event of your Voluntary Termination, Termination for Cause or Termination for Death or Disability, you will not be entitled to any cash severance benefits or additional vesting of any Company shall have no further obligation equity-based awards, including Company stock options.
(b) In the event of your Termination without Cause or your Involuntary Termination, you will be entitled to Employee under this Agreement, except the Company shall provide the Accrued Obligations to Employee in accordance with Section 7(a) plus the following payments and benefits (collectively, the “Separation Benefits”) to Employee: (i) an amount equal a lump sum payment equivalent to one times your then-current base salary for a period of twelve (12) months and the sum of the Base Salary in effect immediately before the Termination Date plus the Annual maximum Target Bonus received by Employee for the fiscal year preceding in which the Termination Date (or if Employee was employed for less than one full fiscal year prior to the Termination Date, the Annual Bonus for purposes of this Section 7 shall be the Annual Bonus payable during the current fiscal year at the target amount provided above) (together, the “Separation Pay”)termination occurred; and (ii) during accelerated vesting of that portion of the sixOption that would have vested over the next twelve (12) months immediately following such Involuntary Termination or Termination without Cause.
(c) In the event of your Involuntary Termination or Termination without Cause within twelve (12) months following the closing of a Change in Control, in lieu of any payment under Section 6(b) above, you will be entitled to (i) a lump sum payment equivalent to your then-month current base salary for a period commencing on of fifteen (15) months and the maximum Target Bonus for the year in which the termination occurred plus an additional one fourth (1/4) of the maximum Target Bonus for the year in which the termination occurred; and (ii) accelerated vesting of: (A) if such Change in Control closes within twelve (12) months of the Commencement Date, such portion of the Option so that, when added to your then vested portion of the Option as of the date of such Involuntary Termination or Termination without Cause, you will be vested in total in that number of shares as would have been vested as of the date twenty-four (24) months following the Commencement Date absent your termination; or (B) if such Change in Control closes more than twelve (12) months after the Commencement Date, any portion of the Option that Employee is eligible not vested immediately prior to elect and elects such Involuntary Termination or Termination without Cause,
(d) No payments due you hereunder shall be subject to continue coverage for himself and his eligible dependents under mitigation or offset.
(e) In the Company’s group heath insurance plan pursuant to the Consolidated Omnibus Budget Reconciliation Act event of 1985, as amended (“COBRA”), your Termination without Cause or similar state lawInvoluntary Termination, the Company shall reimburse Employee on a monthly basis will pay the premiums for the difference between the amount Employee pays your COBRA coverage (should you elect to effect and continue such convert your health coverage under COBRA and COBRA) until the employee contribution amount that active employees earlier of the Company pay for following: (A) the same or similar coverage; provided, however, that Employee shall notify the Company in writing within five days after he becomes eligible after the Termination Date for group health insurance coverage, if any, through subsequent employment or otherwise and the Company shall have no further reimbursement obligation after Employee becomes eligible for group health insurance coverage due to subsequent employment or otherwise. The Separation Pay shall be paid to Employee in a lump sum within 60 days 12-month anniversary of the Termination Date; provided, however, that no Separation Pay shall be paid to Employee unless the Company receives, on or within 55 days after the Termination Date, an executed and fully effective copy of the Release (as defined below). Any COBRA reimbursements due under this Section shall be made by the your last day of the month following the month in which the applicable premiums were paid by Employee. For the avoidance of doubt, Employee shall not be entitled to the Separation Benefits if this Agreement is terminated (i) due to Employee’s death; (ii) by employment with the Company due to Employee’s Inability to Perform; (iii) by the Company for Cause; (iv) by Employee without Good Reason; or (vB) you become covered by non-renewal by Employee in accordance with Sections 4(b) and 6(f)another employer’s health plan.
Appears in 2 contracts
Samples: Employment Agreement (Shutterfly Inc), Employment Agreement (Shutterfly Inc)
Separation Benefits. If this Agreement (a) In consideration of the Employee’s performance of the covenants and agreements set forth herein (including, without limitation, those contained in Section 2 hereof), Parent agrees to pay the Employee an amount equal to twelve (12) months of the Employee’s then-existing base salary (minus applicable withholdings and payroll taxes), payable in equal installments over a twelve-month period in accordance with Parent’s normal payroll practices, in the event that the Employee’s employment with Parent or any of its subsidiaries (including the Company) is terminated either by Parent or any such subsidiary (including the Company) without Cause (as hereinafter defined) or the Employee resigns for Good Reason (as hereinafter defined) (the “Separation Payments”). The Separation Payments shall cease upon the earlier of the expiration of the twelve (12) month period set forth above or the date on which the Employee obtains other employment.
(b) If the Employee’s employment with Parent or any of its subsidiaries is terminated as contemplated by Section 1(a) of this Agreement, then in addition to the salary continuation benefit provided in Section 1(a), Parent agrees to pay the Employee an amount equal to the bonus that would have been earned by the Employee for the year in which the Employee’s employment with Parent or any of its subsidiaries is so terminated, prorated for the portion of such year during which the Employee remained employed with Parent or such subsidiary to and including the date of termination of the Employee’s employment with Parent or such subsidiary, and reduced by all amounts previously paid to the Employee prior to the date of termination in respect of any bonus for that year, such bonus payment to be made at substantially the same time and in substantially the same manner (and minus applicable withholdings and payroll taxes) as Parent’s normal payroll practices in respect of the payment of similar bonuses. For purposes of this Section 1(b), the prorated amount of any bonus shall be determined to be a fraction, the numerator of which is the number of days in the fiscal year ending on the date of termination, and the denominator of which is 365.
(c) Following the termination of the Employee’s employment with Parent or any of its subsidiaries by the Company without Cause in accordance with Section 6(c) (including the Company’s non-renewal of this Agreement) or by the Employee resigning his employment for Good Reason Reason, and during the period (if any) in accordance with Section 6(d), which the Company shall have no further obligation to Employee under this Agreement, except is participating in the Company shall provide the Accrued Obligations to Employee in accordance with Section 7(a) plus the following payments and benefits health insurance plan of Parent or any such subsidiary (collectively, the “Separation BenefitsCoverage Period”) pursuant to Employee: (i) an amount equal to one times the sum of the Base Salary in effect immediately before the Termination Date plus the Annual Bonus received by Employee for the fiscal year preceding the Termination Date (or if Employee was employed for less than one full fiscal year prior to the Termination Date, the Annual Bonus for purposes of this Section 7 shall be the Annual Bonus payable during the current fiscal year at the target amount continuation coverage provided above) (together, the “Separation Pay”); and (ii) during the six-month period commencing on the Termination Date that Employee is eligible to elect and elects to continue coverage for himself and his eligible dependents under the Company’s group heath insurance plan pursuant to provisions of the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended 1986 (“COBRA”), or similar state law, the Company shall reimburse Employee on a monthly basis pay all costs related to the COBRA coverage for the difference between Employee, including the amount Employee pays to effect and continue such coverage under COBRA and the employee contribution amount that active employees Employee’s portion of the Company pay for health insurance premiums. In the same or similar coverage; providedevent that at any time during the Coverage Period, however, that the Employee shall notify the Company in writing within five days after he becomes eligible after the Termination Date for group any other health insurance coverage, if any, through subsequent employment or otherwise and the Company shall have no further reimbursement obligation after Employee becomes eligible for group health insurance coverage due to subsequent employment or otherwise. The Separation Pay shall be paid to Employee in a lump sum within 60 days of the Termination Date; provided, however, that no Separation Pay shall be paid to Employee unless the Company receives, on or within 55 days after the Termination Date, an executed and fully effective copy of the Release (as defined below). Any COBRA reimbursements due under this Section shall be made by the last day of the month following the month in which the applicable premiums were paid by Employee. For the avoidance of doubt, Employee shall not be entitled to the Separation Benefits if this Agreement is terminated then (i) due the Employee agrees immediately to Employee’s death; notify Parent of such eligibility for such other health insurance coverage, and (ii) such subsidy shall cease to be provided immediately upon the Employee becoming eligible for such other health insurance coverage.
(d) For the purposes of this Agreement, “Cause” means (A) conviction of the Employee of any felony, or the conviction of the Employee of a misdemeanor which involves moral turpitude, or the entry by the Company due Employee of a plea of guilty or nolo contendere with respect to Employee’s Inability any of the foregoing, (B) the commission of any act or failure to Perform; (iii) act by the Employee that involves moral turpitude, dishonesty, theft, destruction of property, fraud, embezzlement or unethical business conduct, or that is otherwise injurious to Parent, the Company for Cause; or any of their respective subsidiaries or affiliates, whether financially or otherwise, (ivC) any violation by the Employee without Good Reason; of any rule or policy of Parent, the Company or any of their respective subsidiaries or affiliates, (D) any violation by the Employee of the requirements of any other contract or agreement between Parent, the Company or any of their respective subsidiaries or affiliates, on the one hand, and the Employee, on the other hand, and the failure of the Employee to cure such violation under this subsection (D) within thirty (30) days after receipt of written notice from Parent, the Company, or any such subsidiaries or affiliates, or (vE) any failure by non-renewal the Employee to abide by any directive of the Board of Directors of Parent or the Company or an officer of Parent or the Company to whom the Employee reports; in accordance each case, (i) with Sections 4(brespect to subsections (A) through (E), as determined in good faith by the Board of Directors of Parent or the Company in the exercise of its reasonable business judgment and 6(f)(ii) with respect to subsections (C) through (E) the Employee shall have first received written notice from the Company stating with specificity the purported violation thereof and affording the Employee thirty (30) days to remedy or cure such violation and the Employee fails to remedy or cure the violation, as determined in good faith, by the Board of Directors of Parent or the Company in the exercise of its reasonable business judgment, within such period.
Appears in 2 contracts
Samples: Separation Benefit Agreement (Exopack Holding Corp), Separation Benefit Agreement (Exopack Holding Corp)
Separation Benefits. If this Agreement is terminated either by the Company without Cause in accordance with Section 6(c) (including the Company’s non-renewal of this Agreement) or by Employee resigning his terminates your employment for Cause or if you resign other than for Good Reason Reason, you will not be entitled to any separation benefits as described in accordance with Section 6(d), the Company shall have no further obligation to Employee under this Agreement, except the Company shall provide the Accrued Obligations to Employee in accordance with Section 7(a) plus the following payments and benefits section (collectively, the “Separation Benefits”) ). • If, other than within 6 months prior to Employee: (i) an amount equal or 12 months following a Change in Control, the Company terminates your employment for any reason other than Cause or if you resign for Good Reason, you will be entitled to one times the sum of the receive monthly payments based on your Base Salary of $415,000 for a period of 12 months from the date of termination (the “Severance Period”). • If, within 6 months prior to or 12 months following a Change in effect immediately before Control, the Termination Date plus the Annual Bonus received by Employee Company terminates your employment for the fiscal year preceding the Termination Date (any reason other than Cause or if Employee was employed you resign for less than one full fiscal year prior Good Reason, you will be entitled to receive monthly payments based on your Base Salary of $415,000 for a period of 12 months from the Termination Datedate of termination (the Severance Period). In addition, the Annual Bonus for purposes of this Section 7 shall be Company will accelerate your right to exercise shares under any stock options granted to you by the Annual Bonus payable during the current fiscal year at the target amount provided above) Company. • If you die or become totally disabled (together, the “Separation Pay”); and (ii) during the six-month period commencing on the Termination Date that Employee is eligible to elect and elects to continue coverage for himself and his eligible dependents under as defined by the Company’s group heath long term disability insurance plan pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”coverage), or similar state law, the Company shall reimburse Employee on a monthly basis for will accelerate your right or the difference between the amount Employee pays right of your Personal Representative to effect and continue such coverage exercise shares under COBRA and the employee contribution amount that active employees of the Company pay for the same or similar coverage; provided, however, that Employee shall notify the Company in writing within five days after he becomes eligible after the Termination Date for group health insurance coverage, if any, through subsequent employment or otherwise and the Company shall have no further reimbursement obligation after Employee becomes eligible for group health insurance coverage due any stock options granted to subsequent employment or otherwise. The Separation Pay shall be paid to Employee in a lump sum within 60 days of the Termination Date; provided, however, that no Separation Pay shall be paid to Employee unless the Company receives, on or within 55 days after the Termination Date, an executed and fully effective copy of the Release (as defined below). Any COBRA reimbursements due under this Section shall be made you by the last day of the month following the month in which the applicable premiums were paid by EmployeeCompany. For the avoidance of doubt, Employee shall not You will be entitled to the severance and acceleration of options described above so long as the ending of your employment constitutes a separation from service as defined in Section 409A of the Internal Revenue Code. During the Severance Period (but not for a period longer than your entitlement to COBRA continuation coverage), the Company will continue to contribute to your medical insurance coverage, which, subject to your eligibility, will be extended to you under the law known as COBRA at the same rate as if you continued to be employed by the Company. Notwithstanding the foregoing, your receipt of the Separation Benefits if described in this Agreement is terminated paragraph will be subject, in all cases, to your execution, on or before the 21st day following its presentation to you (iwhich shall occur no more than 14 days after the Date of Termination) due to Employee’s death; (ii) by of a release of any and all claims that you may then have against the Company due in connection with your employment in a form that is satisfactory to Employee’s Inability to Perform; (iii) by the Company for Cause; (iv) by Employee without Good Reason; or (v) by non-renewal by Employee in accordance with Sections 4(bthe “Release”) and 6(fthe effectiveness and irrevocability of the Release upon its execution or the earliest day after its execution as is permitted by law. Payments of continuation of compensation owed pursuant to this paragraph will occur on the regular payroll payment dates for the Company beginning with the first regular payroll payment date that occurs on or after the date that is 45 days after your termination or resignation (with the first payment to include the full amount owed for continuation of compensation for the payroll period to which such payment date relates and any prior payroll periods for which payment was not yet made).
Appears in 2 contracts
Samples: Employment Agreement (NeuroMetrix, Inc.), Employment Agreement (NeuroMetrix, Inc.)
Separation Benefits. If this Agreement is terminated either by the Company without Cause in accordance with Section 6(c) (including the Company’s non-renewal of this Agreement) or by Employee resigning his employment for Good Reason in accordance with Section 6(d), the Company shall have no further obligation to Employee under this Agreement, except the Company shall provide the Accrued Obligations to Employee in accordance with Section 7(a) plus the following payments and benefits (collectively, the “Separation Benefits”) to Employee: (i) an amount equal to one (1) times the sum of the Base Salary in effect immediately before the Termination Date plus the Annual Bonus received by Employee for the fiscal year preceding the Termination Date (or if Employee was employed until the Annual Bonus for less than one full fiscal year prior to the Termination Date2021 is determined, the Annual Bonus for purposes of this Section 7 shall be the target Annual Bonus payable during for fiscal 2021 as provided above, and thereafter shall be the current Annual Bonus determined for fiscal year at 2021 or the target amount provided aboveAnnual Bonus received by Employee for any future fiscal year) (together, the “Separation Pay”); and (ii) during the six-month period commencing on the Termination Date that Employee is eligible to elect and elects to continue coverage for himself and his eligible dependents under the Company’s group heath health insurance plan pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), or similar state law, the Company shall reimburse Employee on a monthly basis for the difference between the amount Employee pays to effect and continue such coverage under COBRA and the employee contribution amount that active employees of the Company pay for the same or similar coverage; provided, however, that Employee shall notify the Company in writing within five days after he becomes eligible after the Termination Date for group health insurance coverage, if any, through subsequent employment or otherwise and the Company shall have no further reimbursement obligation after Employee becomes eligible for group health insurance coverage due to subsequent employment or otherwise. The Separation Pay shall be paid to Employee in a lump sum within 60 days of the Termination Date; provided, however, that no Separation Pay shall be paid to Employee unless the Company receives, on or within 55 days after the Termination Date, an executed and fully effective copy of the Release (as defined below). Any COBRA reimbursements due under this Section shall be made by the last day of the month following the month in which the applicable premiums were paid by Employee. For the avoidance of doubt, Employee shall not be entitled to the Separation Benefits if this Agreement is terminated (i) due to Employee’s death; (ii) by the Company due to Employee’s Inability to Perform; (iii) by the Company for Cause; (iv) by Employee without Good Reason; or (v) by non-renewal by Employee in accordance with Sections 4(b) and 6(f).
Appears in 2 contracts
Samples: Employment Agreement (Riley Exploration Permian, Inc.), Employment Agreement (Riley Exploration Permian, Inc.)
Separation Benefits. 4.1 If this Agreement Employee’s employment is terminated either by the Company without Cause in accordance with for any reason other than for Cause, death or disability and Section 6(c4.2 does not apply, Employee shall be entitled to the following separation benefits:
(a) (including the Company’s non-renewal of this Agreement) or by Employee resigning his employment for Good Reason in accordance with Section 6(d), the The Company shall have no further obligation pay, or cause to be paid, to Employee under this Agreement, except within 30 days of the Company shall provide the Accrued Obligations to Employee in accordance with Section 7(a) plus the following payments and benefits (collectively, the “Separation Benefits”) to Employee: Termination Date (i) the full base salary earned by Employee through, but unpaid at, the Termination Date, plus (ii) credit for any vacation earned by Employee but not used at the Termination Date, plus (iii) all other amounts owed by the Company to Employee (other than any bonus payment of any kind) but unpaid as of the Termination Date.
(b) The Company shall pay, or cause to be paid, to Employee (i) in a lump sum not later than thirty (30) days after the Termination Date an amount equal to one times 100% of the sum of (A) Employee’s base annual salary at the Base Salary highest rate in effect at any time during the twelve (12) months immediately before the Termination Date plus the Annual Bonus received by Employee for the fiscal year preceding the Termination Date Date, and (or if Employee was employed B) Employee’s targeted bonus for less than one full fiscal the current year, and (ii) Employee’s targeted bonus payment for the year prior of termination prorated to the Termination Date, the Annual Bonus .
(c) The Company shall provide to Employee for purposes a period of this Section 7 shall be the Annual Bonus payable during the current fiscal year at the target amount provided abovetwelve (12) (together, the “Separation Pay”); and (ii) during the six-month period commencing on months after the Termination Date that Employee is eligible to elect and elects to continue medical and/or dental coverage for himself and his eligible dependents under the Company’s group heath insurance plan pursuant medical and/or dental plans, without any cost to the Consolidated Omnibus Budget Reconciliation Act Employee in excess of 1985, as amended (“COBRA”), or similar state law, the Company shall reimburse Employee on a monthly basis for the difference between the amount Employee pays to effect and continue such coverage under COBRA and the any employee contribution amount that active employees would be payable by Employee if Employee remained employed by a member of the Company pay for the same or similar coverageCompany; provided, however, that if Employee becomes employed with another employer during such twelve (12)-month period and is eligible to receive medical and/or dental coverage under another employer-provided plan, the medical and/or dental coverage described herein shall notify be secondary to those provided under such other plan.
(d) The restrictions applicable to each share of non-vested restricted stock of Bxxxx Shoe held by Employee that would have vested within the Company in writing within five days after he becomes eligible after two (2) year period following the Termination Date for group health insurance coverage, if any, through subsequent employment or otherwise and had Employee remained employed by the Company shall lapse as of the Termination Date.
(e) Each non-vested option to purchase Bxxxx Shoe stock held by Employee that would have no further reimbursement obligation after vested within the two (2) year period following the Termination Date had Employee becomes eligible remained employed by the Company shall vest as of the Termination Date.
(f) The Company shall pay the reasonable costs of outplacement services selected by the Company for group health insurance coverage due to subsequent employment or otherwise. The Separation Pay shall be paid to Employee in a lump sum within 60 days reasonable period of time following the Termination Date; provided, however, that no Separation Pay such outplacement services shall be paid to Employee unless the Company receives, on or within 55 days provided after the Termination Date, an executed and fully effective copy of the Release (as defined below). Any COBRA reimbursements due under this Section shall be made by the last day of the month second calendar year following the month calendar year in which the applicable premiums were paid by Termination Date occurs.
4.2 If Employee. For the avoidance of doubt, Employee shall not be entitled to the Separation Benefits if this Agreement ’s employment is terminated within twenty-four (i24) due to Employee’s death; months after a Change of Control (ii) by the Company due to Employee’s Inability to Perform; (iiix) by the Company for any reason other than for Cause; , death or disability, or (ivy) by Employee without within ninety (90) days after the occurrence of Good Reason, Employee shall be entitled to the following separation benefits in place of, and not in addition to, the benefits set forth in Section 4.1:
(a) The Company shall pay, or cause to be paid, to Employee within 30 days of the Termination Date (i) the full base salary earned by Employee through, but unpaid at, the Termination Date, plus (ii) credit for any vacation earned by Employee but not taken at the Termination Date, plus (iii) all other amounts owed by the Company to Employee (other than any bonus payment of any kind) but unpaid as of the Termination Date.
(b) The Company shall pay, or cause to be paid, to Employee (i) in a lump sum six (6) months after the Termination Date an amount equal to 200% of the sum of (A) Employee’s base annual salary at the highest rate in effect at any time during the twelve (12) months immediately preceding the Termination Date, and (B) Employee’s targeted bonus for the current year; and (ii) Employee’s targeted bonus payment for the year of termination prorated to the Termination Date.
(c) The Company shall provide to Employee for a period of eighteen (18) months after the Termination Date medical and/or dental coverage under the Company’s medical and dental plans, without any cost to Employee in excess of any employee contribution that would be payable by Employee if Employee remained employed by the Company; provided, however, that if Employee becomes employed with another employer during such eighteen (18)-month period and is eligible to receive medical and/or dental coverage under another employer-provided plan, the medical and/or dental coverage described herein shall be secondary to those provided under such other plan. In addition, on the last day of such eighteen (18)-month period, the Company shall pay, or cause to be paid, to Employee an amount in cash equal to the aggregate amount that would be payable by the Company for such medical and/or dental coverage for six (v6) months if Employee remained employed by the Company for such period.
(d) The restrictions applicable to each share of non-renewal vested restricted stock of Bxxxx Shoe held by Employee shall lapse and be exercisable as of the Termination Date.
(e) Each non-vested option to purchase Bxxxx Shoe stock held by Employee shall vest and be exercisable as of the Termination Date.
(f) For purposes of determining Employee’s benefit under the Company’s Supplemental Employment Retirement Plan, an additional two (2) years of Credited Service shall be credited to Employee’s actual or deemed Credited Service.
(g) The Company shall pay the reasonable costs of outplacement services selected by the Company for a reasonable period of time following the Termination Date; provided, however, that no such outplacement services shall be provided after the last day of the second calendar year following the calendar year in accordance with which the Termination Date occurs.
4.3 If Employee’s employment is terminated for any reason including, but not limited to, Employee’s voluntary termination of employment, but excluding the reasons specified in Sections 4(b4.1 and 4.2, the Company shall pay, or cause to be paid, to Employee within 30 days of the Termination Date (i) the full base salary earned by Employee through, but unpaid at, the Termination Date, plus (ii) credit for any vacation earned by Employee but not taken at the Termination Date, plus (iii) all other amounts owed by the Company to Employee (other than any bonus payment of any kind) but unpaid as of the Termination Date.
4.4 The benefits set forth in Sections 4.1(c) and 6(f)4.2(c) shall run concurrently with any period of continuation coverage to which Employee is entitled under Section 601 of ERISA. Upon Employee’s re-employment during the period specified in each such Section, to the extent covered by the new employer’s plan, coverage under the Company’s plan shall lapse, subject to any continuation of coverage rights under Section 601 of ERISA. Employee’s participation in and/or coverage under all other employee benefit plans, programs or arrangements sponsored or maintained by the Company shall cease effective as of the Termination Date except as otherwise provided in such employee benefit plan, program or arrangement.
Appears in 2 contracts
Samples: Severance Agreement (Brown Shoe Co Inc), Severance Agreement (Brown Shoe Co Inc)
Separation Benefits. If this Agreement is terminated either Upon termination of your employment with Veritas for any reason, you will receive payment for all unpaid salary and vacation accrued to the date of your termination of employment; and your benefits will be continued under Veritas' then existing benefit plans and policies for so long as provided under the terms of such plans and policies and as required by applicable law. Under certain circumstances, subject to your execution of a termination and general release agreement, you will also be entitled to receive severance benefits as set forth below. Veritas' termination and general release agreement will contain provisions specifying that you will not compete with Veritas while you are receiving such severance benefits, nor will you solicit employees for a period of two years after any final payment, that neither you nor Veritas shall disparage the Company without Cause in accordance with Section 6(c) (including the Company’s non-renewal of this Agreement) or by Employee resigning his employment for Good Reason in accordance with Section 6(d)other party, the Company and that neither party shall have no further obligation to Employee under this Agreementclaims that survive that agreement.
a) In the event of your Voluntary Termination or Termination for Cause, except the Company shall provide the Accrued Obligations to Employee in accordance with Section 7(a) plus the following payments and benefits (collectively, the “Separation Benefits”) to Employee: (i) an amount equal to one times the sum of the Base Salary in effect immediately before the Termination Date plus the Annual Bonus received by Employee for the fiscal year preceding the Termination Date (or if Employee was employed for less than one full fiscal year prior to the Termination Date, the Annual Bonus for purposes of this Section 7 shall be the Annual Bonus payable during the current fiscal year at the target amount provided above) (together, the “Separation Pay”); and (ii) during the six-month period commencing on the Termination Date that Employee is eligible to elect and elects to continue coverage for himself and his eligible dependents under the Company’s group heath insurance plan pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), or similar state law, the Company shall reimburse Employee on a monthly basis for the difference between the amount Employee pays to effect and continue such coverage under COBRA and the employee contribution amount that active employees of the Company pay for the same or similar coverage; provided, however, that Employee shall notify the Company in writing within five days after he becomes eligible after the Termination Date for group health insurance coverage, if any, through subsequent employment or otherwise and the Company shall have no further reimbursement obligation after Employee becomes eligible for group health insurance coverage due to subsequent employment or otherwise. The Separation Pay shall be paid to Employee in a lump sum within 60 days of the Termination Date; provided, however, that no Separation Pay shall be paid to Employee unless the Company receives, on or within 55 days after the Termination Date, an executed and fully effective copy of the Release (as defined below). Any COBRA reimbursements due under this Section shall be made by the last day of the month following the month in which the applicable premiums were paid by Employee. For the avoidance of doubt, Employee shall you will not be entitled to any cash severance benefits or additional vesting of shares of options.
b) In the Separation Benefits if this Agreement is terminated (event of your Involuntary Termination or Termination without Cause within one year of the Commencement Date, you will be entitled to
i) due a severance payment equal to Employee’s death; (ii) by the Company due to Employee’s Inability to Perform; (iii) by the Company for Cause; (iv) by Employee without Good Reason; or (v) by non-renewal by Employee twelve months of your current annual base salary plus full target bonus, payable over twelve months in accordance with Sections 4(bVeritas' normal payroll practices with such payroll deductions and withholdings as are required by law, provided, that you provide Veritas with consulting services during such period after the date of termination (the "CONSULTING SERVICES"); and
ii) accelerated vesting and 6(f)exercisability of that portion of your outstanding unvested options to purchase Veritas common stock that would have vested within two years from the date of the Involuntary Termination or Termination without Cause, with all vested options exercisable for a period of 90 days from the later of:
(1) the date of your Involuntary Termination or Termination without Cause; or
(2) the date you cease providing Consulting Services to Veritas.
c) In the event of your Involuntary Termination or Termination without Cause within two years of the Commencement Date, you will be entitled to:
i) a severance payment equal to six months of your current annual base salary plus one-half of your target bonus, payable over twelve months in accordance with Veritas's normal payroll practices with such payroll deductions and withholdings as are required by law, provided, that you provide Veritas with Consulting Services; and
ii) accelerated vesting and exercisability of that portion of your outstanding unvested options to purchase Veritas common stock that would have vested within one year from the Involuntary Termination or Termination without Cause, with all vested options exercisable for a period of 90 days from the later of:
(1) the date of your Involuntary Termination or Termination without Cause; or
(2) the date you cease providing Consulting Services to Veritas.
d) In the event of your Involuntary Termination or Termination without Cause on or after two years of the Commencement Date, you will not be entitled to any severance payments or accelerated vesting of your outstanding unvested options.
e) In the event of your Involuntary Termination or Termination without Cause within one year of a Change in Control, provided the change of control occurs within two years of the Commencement Date, you will be entitled to the following: a lump sum payment equal to twelve months of your current annual base salary and full target bonus (less applicable deductions and withholding) payable within 30 days after the date of termination; and accelerated vesting of fifty percent (50%) of your outstanding unvested options to purchase Veritas common stock, with all vested options exercisable for a period of 90 days from the date of your Involuntary Termination or Termination without Cause. This section 8.e shall survive for twelve months beyond the term noted in Section 13.
f) For the purpose of this agreement, Termination by Death or Disability shall be treated as Involuntary Termination.
g) If your severance and other benefits provided for in this Section 8 constitute "parachute payments" within the meaning of Section 280G of the Code and, but for this subsection, would be subject to the excise tax imposed by Section 4999 of the Internal Revenue Code, then your severance and other benefits under this Section 8 will be payable, at your election, either in full or in such lesser amount as would result, after taking into account the applicable federal, state and local income taxes and the excise tax imposed by Section 4999, in your receipt on an after-tax basis of the greatest amount of severance and other benefits.
h) No payments due you hereunder shall be subject to mitigation or offset.
Appears in 2 contracts
Samples: Employment Agreement (Veritas Software Corp /De/), Stock Option Agreement (Veritas Software Corp /De/)
Separation Benefits. If this Agreement Except in situations where the employment of Executive is terminated either by For Cause, By Death or By Disability (as defined in Section IV below), in the event that the Company without Cause in accordance with Section 6(c) (including the Companyterminates Executive’s non-renewal of this Agreement) or by Employee resigning his employment for Good Reason in accordance with Section 6(d)at any time, the Company shall have no further obligation Executive will be eligible to Employee under this Agreement, except the Company shall provide the Accrued Obligations to Employee in accordance with Section 7(a) plus receive the following payments and benefits (collectively, the “Separation Benefits”) to Employee: (i) ):
1. an amount equal to one times (1) One Hundred Percent (100%) of Executive’s then-current Base Salary, plus (2) One Hundred Percent (100%) of Executive’s annual Target Bonus, payable in equal monthly installments over the sum twelve (12) month period following the date of such termination (“Salary Continuation Period”);
2. continued vesting of Executive’s stock options until the earlier of (a) the end of the Base Salary in effect immediately before Continuation Period or (b) the Termination Date plus the Annual Bonus received by Employee for the fiscal year preceding the Termination Date date Executive begins other employment, and a period of twelve (or 12) months thereafter to exercise such vested options;
3. if Employee was employed for less than one full fiscal year prior to the Termination Date, the Annual Bonus for purposes of this Section 7 shall be the Annual Bonus payable during the current fiscal year at the target amount provided above) (together, the “Separation Pay”); and (ii) during the six-month period commencing on the Termination Date that Employee is eligible to elect and Executive elects to continue his medical coverage for himself and his eligible dependents under the Company’s group heath insurance plan pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), or similar state law, the Company shall reimburse Employee on a monthly basis pay the premiums for Executive’s COBRA coverage until the earlier of (a) the end of the Salary Continuation Period or (b) the date Executive becomes covered under another employer’s health plan; and
4. continued payment of the premiums required to maintain Executive’s coverage under his Company-provided life insurance policy during the Salary Continuation Period. Notwithstanding the foregoing, if Executive begins other employment during the Salary Continuation Period, all vesting of Executive’s stock options shall cease and Executive shall receive an accelerated lump-sum payment of the remaining payments for the difference between the amount Employee pays to effect and continue such coverage under COBRA and the employee contribution amount that active employees Salary Continuation Period, in lieu of the Company pay for the same or similar coverage; provided, however, that Employee shall notify the Company in writing within five days after he becomes eligible after the Termination Date for group health insurance coverage, if any, through subsequent employment or otherwise and the Company shall have no further reimbursement obligation after Employee becomes eligible for group health insurance coverage due to subsequent employment or otherwisesalary continuation. The Separation Pay shall be paid to Employee in a lump sum within 60 days of the Termination Date; provided, however, that no Separation Pay shall be paid to Employee unless the Company receives, on or within 55 days after the Termination Date, an executed and fully effective copy of the Release (as defined below). Any COBRA reimbursements due under this Section shall be made by the last day of the month following the month in which the applicable premiums were paid by Employee. For the avoidance of doubt, Employee Executive shall not be entitled eligible to participate in the Company’s deferred compensation, 401K, or employee stock purchase plans during the Salary Continuation Period. Executive’s eligibility for the foregoing Separation Benefits if this Agreement is terminated conditioned on (ia) due Executive remaining available during the Salary Continuation Period to Employee’s death; (ii) by consult with the Company due to Employee’s Inability to Perform; (iii) by the regarding matters for which he previously had responsibility as a Company for Cause; (iv) by Employee without Good Reason; or (v) by non-renewal by Employee in accordance with Sections 4(b) and 6(f).executive;
Appears in 2 contracts
Samples: Executive Employment Agreement (Credence Systems Corp), Executive Employment Agreement (Credence Systems Corp)
Separation Benefits. If this Agreement is terminated either by In the event that you execute and deliver to the Company without Cause in accordance with both the Separation Agreement and the General Release, and you do not revoke the General Release within the time period permitted by law (such period, the “Revocation Period” as defined below), the following shall apply (subject to any timing restrictions as may be applicable under Section 6(c) 409A of the Internal Revenue Code of 1986, as amended (including the Company’s non-renewal “Code”)): • Commencing on the first regular payroll date immediately following the end of this Agreement) or by Employee resigning his employment for Good Reason in accordance with Section 6(d)the Revocation Period, the Company shall have no further obligation continue to Employee under this Agreement, except pay to you your annual base salary for a period of twelve (12) months thereafter (the Company shall provide the Accrued Obligations to Employee “Severance Period”) in accordance with Section 7(a) plus the following payments Company’s normal payroll processing, for a total gross amount equal to $450,000 (less applicable income and benefits (collectively, the “Separation Benefits”) to Employee: (i) employment tax withholdings). • The Company shall pay you an amount equal to one times the your target bonus for 2022, specifically $225,000, to be payable in a lump sum of the Base Salary (less applicable withholding and employment taxes) as and when such bonus would have otherwise been paid had your employment not terminated (in effect immediately before the Termination Date plus the Annual Bonus received by Employee for the fiscal year preceding the Termination Date 2023 but no later than March 15, 2023). • If you (or if Employee was employed for less than one full fiscal year prior to the Termination Date, the Annual Bonus for purposes of this Section 7 shall be the Annual Bonus payable during the current fiscal year at the target amount provided aboveyou and your eligible dependents) (together, the “Separation Pay”); timely and (ii) during the six-month period commencing on the Termination Date that Employee is eligible to elect and properly elects to continue coverage for himself and his eligible dependents health insurance continuation rights under the Company’s group heath insurance plan pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended 1985 (“COBRA”), or similar state law, the Company shall reimburse Employee on a monthly basis for will pay the difference between the amount Employee pays to effect and continue such coverage under COBRA and the employee contribution amount that active employees cost of the Company pay for COBRA premiums until the same or similar coverage; provided, however, that Employee shall notify the Company in writing within five days after he becomes eligible after the Termination Date for group health insurance coverage, if any, through subsequent employment or otherwise and the Company shall have no further reimbursement obligation after Employee becomes eligible for group health insurance coverage due to subsequent employment or otherwise. The Separation Pay shall be paid to Employee in a lump sum within 60 days earlier of the Termination Date; provided, however, that no Separation Pay shall be paid to Employee unless the Company receives, on or within 55 days after the Termination Date, an executed and fully effective copy of the Release (as defined below). Any COBRA reimbursements due under this Section shall be made by i) the last day of the month following Severance Period or (ii) the month termination of your rights under COBRA; provided, for the avoidance of doubt, that such covered dependents participated in which the Company’s health plans prior to such termination, and provided, further, that if at any time the Company determines that its payment of your (or your eligible dependents’) premiums would result in a violation of law, then in lieu of providing the premiums described above, the Company will instead pay you a fully taxable monthly cash payment in an amount equal to the applicable premiums were paid by Employeefor such month, with such monthly payment being made on the last day of each month for the remainder of the Severance Period. • With respect to your Time-Based Option, that portion of such option that would have vested during the Severance Period had your employment not terminated, specifically with respect to 656,976 shares (the “Accelerated Time-Based Option Portion”), shall become immediately vested as of the Termination Date. In addition, the vested portion of the Time-Based Option (which, as of the Termination Date, is 711,727 shares), including the Accelerated Time-Based Option Portion described herein (collectively, 1,259,212 shares) shall be eligible to be exercised for a period of thirty-six (36) months after the Termination Date. For the avoidance of doubt, Employee any portion of the Time-Based Option that is unvested as of the Termination Date, after taking into account the Accelerated Time-Based Option Portion, shall be immediately forfeited as of the Termination Date, which is specifically with respect to 1,368,703 shares. • With respect to your Milestone Option, 25/36th of such option, specifically with respect to 414,759 shares (the “Accelerated Milestone Option Portion”), shall become immediately vested as of the Termination Date. In addition, the vested portion of the Milestone Option, including the Accelerated Milestone Option Portion described herein (collectively, 414,759 shares) shall be eligible to be exercised for a period of thirty-six (36) months after the Termination Date. For the avoidance of doubt, any portion of the Milestone Option that is unvested as of the Termination Date, after taking into account the Accelerated Time-Based Option Portion, shall be immediately forfeited as of the Termination Date, which is specifically with respect to 182,494 shares. • With respect to your stock options granted to you on March 11, 2022 (the “2022 Option”), that portion of such option that would have vested during the Severance Period had your employment not terminated, specifically with respect to 137,900 shares (the “Accelerated 2022 Option Portion”), shall become immediately vested as of the Termination Date. In addition, the vested portion of the 2022 Option (which, as of the Termination Date, is 22,983 shares), including the Accelerated 2022 Option Portion described herein (collectively, 160,883 shares) shall be eligible to be exercised for a period of thirty-six (36) months after the Termination Date. For the avoidance of doubt, any portion of the 2022 Option that is unvested as of the Termination Date, after taking into account the Accelerated 2022 Option Portion, shall be immediately forfeited as of the Termination Date, which is specifically with respect to 252,817 shares. • With respect to your performance-based restricted stock units granted to you on March 11, 2022 (the “2022 PSUs”), all of the performance RSUs thereunder shall immediately be forfeited back to the Company effective as of the Terminate Date. In connection with this forfeiture, the Company will pay you a one-time cash payment of $130,347 (the “Special Bonus”), which represents the value you would have received if you were entitled to receive a settlement of a pro rata portion of the performance RSUs (based on the number of full months from the date of grant to the end of the Severance Period, or 14 months and, therefore, 160,922 shares) assuming the performance metrics were waived and assuming the current per share value is $.81. The Special Bonus will be paid to you in a lump sum, less applicable income and employment tax withholdings, within thirty (30) days of the Termination Date. For purposes of this Separation Agreement and the General Release, the benefits described above in this section shall be referred to as the “Separation Benefits”. You acknowledge and agree that as of the Termination Date, this Separation Agreement and General Release shall supersede and replace all benefits, rights and obligations in connection with your employment with the Company Group. Accordingly, you further acknowledge and agree that this Separation Agreement and the General Release sets forth all compensation and benefits to which you are entitled and shall be paid to you in full satisfaction thereof, in connection with your employment with the Company Group. You also acknowledge and agree that the Separation Benefits if to be paid under this Agreement is terminated due solely from the Company and that Insperity PEO Services, L.P. (i) due to Employee’s death; (ii) “Insperity”), the professional employer organization retained by the Company due Company, has no obligation to Employee’s Inability to Perform; (iii) by pay the Company for Cause; (iv) by Employee without Good Reason; or (v) by non-renewal by Employee in accordance with Sections 4(b) and 6(f)Severance benefits, even though its payment may be processed through Insperity.
Appears in 2 contracts
Samples: Separation Agreement (Brooklyn ImmunoTherapeutics, Inc.), Separation Agreement (Brooklyn ImmunoTherapeutics, Inc.)
Separation Benefits. If this Agreement is terminated either by the Company without Cause in accordance with Section 6(c) (including the Company’s non-renewal of this Agreement) or by Employee resigning his terminates your employment for Cause or if you resign other than for Good Reason Reason, you will not be entitled to any separation benefits as described in accordance with Section 6(d), the Company shall have no further obligation to Employee under this Agreement, except the Company shall provide the Accrued Obligations to Employee in accordance with Section 7(a) plus the following payments and benefits section (collectively, the “Separation Benefits”) ). • If, other than within 6 months prior to Employee: (i) an amount equal or 12 months following a Change in Control, the Company terminates your employment for any reason other than Cause or if you resign for Good Reason, you will be entitled to one times the sum of the receive monthly payments based on your Base Salary of $325,000 for a period of 12 months from the date of termination (the “Severance Period”). • If, within 6 months prior to or 12 months following a Change in effect immediately before Control, the Termination Date plus the Annual Bonus received by Employee Company terminates your employment for the fiscal year preceding the Termination Date (any reason other than Cause or if Employee was employed you resign for less than one full fiscal year prior Good Reason, you will be entitled to receive monthly payments based on your Base Salary of $325,000 for a period of 12 months from the Termination Datedate of termination (the Severance Period). In addition, the Annual Bonus for purposes of this Section 7 shall be Company will accelerate your right to exercise shares under any stock options granted to you by the Annual Bonus payable during the current fiscal year at the target amount provided above) Company. • If you die or become totally disabled (together, the “Separation Pay”); and (ii) during the six-month period commencing on the Termination Date that Employee is eligible to elect and elects to continue coverage for himself and his eligible dependents under as defined by the Company’s group heath long term disability insurance plan pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”coverage), or similar state law, the Company shall reimburse Employee on a monthly basis for will accelerate your right or the difference between the amount Employee pays right of your Personal Representative to effect and continue such coverage exercise shares under COBRA and the employee contribution amount that active employees of the Company pay for the same or similar coverage; provided, however, that Employee shall notify the Company in writing within five days after he becomes eligible after the Termination Date for group health insurance coverage, if any, through subsequent employment or otherwise and the Company shall have no further reimbursement obligation after Employee becomes eligible for group health insurance coverage due any stock options granted to subsequent employment or otherwise. The Separation Pay shall be paid to Employee in a lump sum within 60 days of the Termination Date; provided, however, that no Separation Pay shall be paid to Employee unless the Company receives, on or within 55 days after the Termination Date, an executed and fully effective copy of the Release (as defined below). Any COBRA reimbursements due under this Section shall be made you by the last day of the month following the month in which the applicable premiums were paid by EmployeeCompany. For the avoidance of doubt, Employee shall not You will be entitled to the severance and acceleration of options described above so long as the ending of your employment constitutes a separation from service as defined in Section 409A of the Internal Revenue Code. During the Severance Period (but not for a period longer than your entitlement to COBRA continuation coverage), the Company will continue to contribute to your medical insurance coverage, which, subject to your eligibility, will be extended to you under the law known as COBRA at the same rate as if you continued to be employed by the Company. Notwithstanding the foregoing, your receipt of the Separation Benefits if described in this Agreement is terminated paragraph will be subject, in all cases, to your execution, on or before the 21st day following its presentation to you (iwhich shall occur no more than 14 days after the Date of Termination) due to Employee’s death; (ii) by of a release of any and all claims that you may then have against the Company due in connection with your employment in a form that is satisfactory to Employee’s Inability to Perform; (iii) by the Company for Cause; (iv) by Employee without Good Reason; or (v) by non-renewal by Employee in accordance with Sections 4(bthe “Release”) and 6(fthe effectiveness and irrevocability of the Release upon its execution or the earliest day after its execution as is permitted by law. Payments of continuation of compensation owed pursuant to this paragraph will occur on the regular payroll payment dates for the Company beginning with the first regular payroll payment date that occurs on or after the date that is 45 days after your termination or resignation (with the first payment to include the full amount owed for continuation of compensation for the payroll period to which such payment date relates and any prior payroll periods for which payment was not yet made).
Appears in 2 contracts
Samples: Employment Agreement (NeuroMetrix, Inc.), Employment Agreement (NeuroMetrix, Inc.)
Separation Benefits. If In exchange for Employee entering into and not revoking this Agreement is terminated either by and his continued compliance with the Company without Cause terms and conditions of this Agreement and his other obligations, Employer will pay or provide to Employee the following additional benefits:
i. On May 24, 2016, Employee was granted 10,130 time-vested deferred stock units (“Units”) under the Piedmont Office Realty Trust, Inc. 2007 Omnibus Incentive Plan (the “Incentive Plan”). Pursuant to this Section 3, any of the 7,598 Units that remain unvested on the Retirement Date shall become fully vested on the Retirement Date and shall be paid in accordance with the terms of the award agreement.
ii. On May 1, 2015, Employee was granted 11,352 Units under the Incentive Plan. Pursuant to this Section 6(c) (including 3, any of the Company’s non-renewal of this Agreement) or by Employee resigning his employment for Good Reason 5,676 Units that remain unvested on the Retirement Date shall become fully vested on the Retirement Date and shall be paid in accordance with the terms of the award agreement.
iii. On May 9, 2014, Employee was granted 6,280 Units under the Incentive Plan. Pursuant to this Section 6(d)3, any of the Company 1,570 Units that remained unvested on the Retirement Date shall have no further obligation become fully vested on the Retirement Date and shall be paid in accordance with the terms of the award agreement.
iv. Any grant of Units under the Incentive Plan made during 2017 shall become fully vested on the Retirement Date and shall be paid in accordance with the terms of the award agreement.
v. The Employer agrees to pay the entire COBRA premium for Employee’s continued medical coverage for the twelve (12) months following Employee’s Retirement Date, provided that Employee makes a valid COBRA election. Employee acknowledges that such benefit continuation is intended, and shall be deemed, to satisfy the obligations of the Employer and any of its subsidiaries and affiliates to provide continuation of benefits under COBRA for such period. Employee’s entitlement to benefits pursuant to this paragraph shall cease if, during such period, Employee is employed by or otherwise is rendering services to a third party for which Employee is entitled to receive medical benefits. Employee acknowledges that in the absence of his executing, and not revoking, this Agreement, except he would not otherwise be entitled to accelerated vesting of the Company shall provide the Accrued Obligations to Employee Units described in accordance with this Section 7(a) plus the following payments and benefits 3 (collectively, the “Separation Benefits”) to Employee: (i) an amount equal to one times the sum of the Base Salary in effect immediately before the Termination Date plus the Annual Bonus received by Employee for the fiscal year preceding the Termination Date (or if Employee was employed for less than one full fiscal year prior to the Termination Date, the Annual Bonus for purposes of this Section 7 shall be the Annual Bonus payable during the current fiscal year at the target amount provided above) (together, the “Separation Pay”); and (ii) during the six-month period commencing on the Termination Date that Employee is eligible to elect and elects to continue coverage for himself and his eligible dependents under the Company’s group heath insurance plan pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), or similar state law, the Company shall reimburse Employee on a monthly basis for the difference between the amount Employee pays to effect and continue such coverage under COBRA and the employee contribution amount that active employees of the Company pay for the same or similar coverage; provided, however, that Employee shall notify the Company in writing within five days after he becomes eligible after the Termination Date for group health insurance coverage, if any, through subsequent employment or otherwise and the Company shall have no further reimbursement obligation after Employee becomes eligible for group health insurance coverage due to subsequent employment or otherwise. The Separation Pay shall be paid to Employee in a lump sum within 60 days of the Termination Date; provided, however, that no Separation Pay shall be paid to Employee unless the Company receives, on or within 55 days after the Termination Date, an executed and fully effective copy of the Release (as defined below). Any COBRA reimbursements due under this Section shall be made by the last day of the month following the month in which the applicable premiums were paid by Employee. For the avoidance of doubt, Employee no acceleration of vesting shall not apply with respect to performance-based equity awards granted under the Piedmont Office Realty Trust, Inc. Long-Term Incentive Program, a component of the Incentive Plan (the “LTIP Awards”). Subject to Section 14, a pro-rata portion of such LTIP Award will be entitled to payable upon your retirement from the Separation Benefits if this Agreement is terminated (i) due to Employee’s death; (ii) by the Company due to Employee’s Inability to Perform; (iii) by the Company for Cause; (iv) by Employee without Good Reason; or (v) by non-renewal by Employee Employer in accordance with Sections 4(b) and 6(f)the terms of the applicable LTIP Award agreements.
Appears in 2 contracts
Samples: Retirement Agreement (Piedmont Office Realty Trust, Inc.), Retirement Agreement (Piedmont Office Realty Trust, Inc.)
Separation Benefits. If In return for your agreement to, and compliance with, your commitments and obligations set forth in this Agreement is terminated either following your execution and delivery of this Agreement (and the expiration of the Revocation Period (defined below) without revocation by you), and subject to the Company without Cause in accordance with Section 6(c) (including the Company’s non-renewal terms of this Agreement:
(a) or by Employee resigning his employment for Good Reason Subject to your compliance with the non-compete and non-solicitation covenants set forth in accordance with Section 6(d)Paragraph 5(b) of this Agreement, the Company shall have no further obligation continue to Employee under this Agreement, except pay you the Company shall provide equivalent of your base salary pay rate (at the Accrued Obligations to Employee in accordance with Section 7(a) plus the following payments and benefits (collectively, the “Separation Benefits”) to Employee: (i) an amount equal to one times the sum of the Base Salary rate in effect immediately before the Termination Date plus the Annual Bonus received by Employee for the fiscal year preceding the Termination Date (or if Employee was employed for less than one full fiscal year prior to on the Termination Date, the Annual Bonus ) for purposes of this Section 7 shall be the Annual Bonus payable during the current fiscal year at the target amount provided abovea twelve (12) (together, the “Separation Pay”); and (ii) during the six-month period commencing on the Termination Date that Employee is eligible to elect and elects to continue coverage for himself and his eligible dependents under ending on the first anniversary of the Termination Date (the “Severance Period”), payable in accordance with the Company’s group heath insurance plan pursuant prevailing payroll practices and subject to deduction for all required income and payroll taxes.
(b) You shall receive $121,232, which is the amount equivalent to your annual bonus with respect to the Consolidated Omnibus Budget Reconciliation Act fiscal year ending December 31, 2007 that you would have been entitled to receive had you remained in the employ of 1985the Company through the payment date of such bonus based upon the Company’s actual results for 2007, as amended which amount shall be payable within ten (“COBRA”10) days of your execution of this Agreement. This bonus payment shall be subject to all other terms of the Company’s bonus plan and shall be subject to deduction for all required income and payroll taxes.
(c) The Company shall continue your health and dental coverage (or provide comparable substitute coverage), or similar state law, and continue to pay that portion of the premium that it pays for active employees at such times as the Company shall reimburse Employee makes such payments for its active employees on a monthly basis until the earlier of the end of the Severance Period and the date on which you are eligible for the difference between the amount Employee pays to effect and continue such coverage under COBRA another group health and the employee contribution amount that active employees of the Company pay for the same or similar coverage; provided, however, that Employee shall dental insurance plan. You agree to promptly notify the Company in writing within five days after he becomes in the event that you are eligible after the Termination Date for coverage under another such plan. If not otherwise covered by a group health insurance or dental plan as of the last date of the Severance Period, you shall be eligible for COBRA continuation coverage effective as of such date on the same terms and conditions as offered to other eligible plan participants, and, if you elect such coverage, if anyyou shall be fully responsible for the associated premiums.
(d) Each of you, through subsequent your wife and children may continue to utilize a Passport Membership (or its equivalent) at no cost, and be entitled to receive Personal Training sessions at employee rates, (provided however that such memberships and discount rates for Personal Training sessions shall cease in the event you commence employment or otherwise and a consulting role with a competitor of the Company shall have no further reimbursement obligation after Employee becomes eligible for group health insurance coverage due to subsequent employment or otherwisein the event of your material breach of this Agreement). The Separation Pay shall be paid aforementioned memberships are subject to Employee in a lump sum within 60 days all of the Termination Date; providedCompany’s membership rules, howeverregulations and policies currently in effect and as may be amended from time to time (the “Rules”).
(e) During the Severance Period, that no Separation Pay shall you agree to be paid available to Employee unless the Company receives, on or within 55 days after the Termination Date, an executed to provide certain consulting and fully effective copy of the Release (advisory services at such times as defined below). Any COBRA reimbursements due under this Section shall may be made reasonably requested by the last day Company. The Company will reimburse you for any reasonable out-of-pocket expenses incurred by you in connection with the performance of the month following the month in which the applicable premiums were paid by Employee. For the avoidance of doubt, Employee such services; provided that such expenses shall not be entitled required to be incurred by you, and shall not be reimbursed, unless such expenses have been approved in writing in advance by the Chief Executive Officer or Chief Financial Officer of the Company. It is agreed that if the Company requires more than ten (10) hours of your time during any calendar month for consulting or advising, then the Company agrees to pay you a reasonable hourly rate of compensation for services above ten such (10) hours, which rate shall be negotiated by the parties and shall be further subject to the Separation Benefits if prior written consent of the Chief Executive Officer of the Company.
(f) The Company shall provide you with outplacement assistance with an outplacement firm of your choice for a period of one year, but in no event shall the Company pay in the aggregate more than $15,000.
(e) The Company shall reimburse you for all actual, out-of-pocket legal fees incurred by you in connection with this Agreement is terminated in the amount of $5,000 to be paid within ten (i10) due to Employee’s death; (ii) by the Company due to Employee’s Inability to Perform; (iii) by the Company for Cause; (iv) by Employee without Good Reason; or (v) by non-renewal by Employee in accordance with Sections 4(b) and 6(f)days of your execution of this Agreement.
Appears in 1 contract
Samples: Separation Agreement (Town Sports International Holdings Inc)
Separation Benefits. If this Agreement is terminated either In exchange for Executive’s agreement to be bound by the Company without Cause in accordance with Section 6(c) (including the Company’s non-renewal terms of this Agreement) or by Employee resigning his employment for Good Reason Release, including, but not limited to, the release of claims in accordance with Section 6(d3, and subject to the occurrence of the Effective Date as provided in Section 1(a), Executive shall be entitled to receive the Company following, which shall have no further obligation be the exclusive separation benefits to Employee under which Executive is entitled, unless Executive has failed to comply with the provisions of this AgreementRelease, except in which case the Company last sentence of Section 4(e) shall provide the Accrued Obligations to Employee in accordance with Section 7(a) plus the following payments and benefits (collectively, the “Separation Benefits”) to Employee: apply:
(i) an amount equal to one times the sum twelve (12) months of the Base Salary Executive’s current base salary ($455,400 per annum), paid in effect immediately before the Termination Date plus the Annual Bonus received by Employee for the fiscal year preceding the Termination Date (or if Employee was employed for less than one full fiscal year prior to the Termination Date, the Annual Bonus for purposes of this Section 7 shall be the Annual Bonus payable during the current fiscal year at the target amount provided above) (together, the “Separation Pay”); and (ii) during the six-month period commencing equal installments on the Termination Date that Employee is eligible to elect and elects to continue coverage for himself and his eligible dependents under the Company’s group heath insurance plan pursuant to regular payroll schedule over the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended twelve (12) month period following the Separation Date (the “COBRASalary Continuation”), or similar state law, the Company shall reimburse Employee on a monthly basis for the difference between the amount Employee pays to effect and continue such coverage under COBRA and the employee contribution amount that active employees of the Company pay for the same or similar coverage; provided, however, that Employee shall notify the Company in writing within five days after he becomes eligible after the Termination Date for group health insurance coverage, if any, through subsequent employment or otherwise and the Company shall have no further reimbursement obligation after Employee becomes eligible for group health insurance coverage due to subsequent employment or otherwise. The Separation Pay shall be paid to Employee in a lump sum within 60 days of the Termination Date; provided, however, that no payments will be made prior to the thirtieth (30th) day following the Separation Pay shall be paid to Employee unless Date, and on the thirtieth (30th) day following the Separation Date, the Company receives, will pay Executive in a lump sum the Salary Continuation that Executive would have received on or within 55 days after prior to such date under the Termination Date, an executed and fully effective copy original schedule but for such delay in the initial payment while waiting for the effectiveness of the Release (as defined below). Any COBRA reimbursements due under this Section shall be made by Release, with the last day balance of the month following the month in which the applicable premiums were Salary Continuation being paid by Employee. For the avoidance of doubt, Employee shall not be entitled to the Separation Benefits if this Agreement is terminated (i) due to Employee’s death; as originally scheduled;
(ii) if Executive timely elects continued coverage under COBRA for himself and his covered dependents under the Company’s group health plans following the Separation Date, then the Company shall pay the COBRA premiums necessary to continue Executive’s health insurance coverage in effect for himself and his eligible dependents on the Separation Date until the earliest of (A) the close of the twelve (12) month period following the Separation Date, (B) the expiration of Executive’s eligibility for the continuation coverage under COBRA, or (C) the date when Executive becomes eligible for substantially equivalent health insurance coverage in connection with new employment or self-employment (such period from the Separation Date through the earliest of (A) through (C), the “COBRA Payment Period”). Notwithstanding the foregoing, if the Company determines, in its sole discretion, that the payment of the COBRA premiums could result in a violation of the nondiscrimination rules of Section 105(h)(2) of the Internal Revenue Code of 1986, as amended (the “Code”), or any statute or regulation of similar effect (including but not limited to the 2010 Patient Protection and Affordable Care Act, as amended by the Company due 2010 Health Care and Education Reconciliation Act), then in lieu of providing the COBRA premiums, the Company, in its sole discretion, may elect to Employee’s Inability instead pay Executive on the first day of each month of the COBRA Payment Period, a fully taxable cash payment equal to Perform; the COBRA premiums for that month, subject to applicable tax withholdings (iii) by such amount, the Company “Special Separation Payment”), for Cause; (iv) by Employee without Good Reason; or (v) by non-renewal by Employee in accordance with Sections 4(b) and 6(f).the remainder of the COBRA Payment Period. Executive may, but are not obligated to, use such Special Separation Payment toward the cost of COBRA
Appears in 1 contract
Samples: General Release of Claims (Avidity Biosciences, Inc.)
Separation Benefits. If In consideration for the Employee's execution, non-revocation of, and compliance with this Agreement is terminated either by Agreement, the Company without Cause in accordance with Section 6(cagrees to provide Employee the following benefits:
a) Twelve months of Employee's regular salary, less any standard deductions for state and federal withholding and employment taxes, as severance payments (including "Severance Pay"). The Severance Pay will be paid at such regular intervals as salaries are paid to the executive officers of the Company during such term. Employee authorizes the Company to deduct from this payment such sums, if any, that Employee owes the Company’s non, including but not limited to reimbursement for personal charges on Employee's Company-renewal issued credit card, unreturned company property, and any other personal expenses owed to the Company. Other than amounts owing on Employee's Company-issued credit card, the Company doesn't know of any such sums which the Employee owes the Company.
b) In addition, should the Employee elect to continue to receive health benefits as provided by COBRA pursuant to the Company's health benefit plan on and after October 31, 2015, the Company will pay all of the premiums required for the Employee's continuation of such coverage for the twelve month period ending October 31, 2016, but only so long as the Employee is otherwise eligible under COBRA for continuation of those benefits. After October 31, 2016, the Employee shall be entitled to continued participation as required but law, but shall be responsible for the entire premium. Notwithstanding the foregoing, if the Company's payments under this AgreementSection 2(b) or by Employee resigning his employment for Good Reason would result in accordance penalties under the Patient Protection and Affordable Care Act and the regulations issued thereunder, the Parties agree to reform this Section 2(b) as necessary to comply with Section 6(d)the Act.
c) In lieu of participation in the Company-sponsored 401(k) program, including any Company match, the Company shall have no further obligation to pay the Employee under this Agreement, except the Company shall provide the Accrued Obligations to Employee in accordance with Section 7(a) plus the following payments Four Thousand Eight-Hundred Dollars and benefits Zero Cents (collectively, the “Separation Benefits”) to Employee: (i) an amount equal to one times the sum of the Base Salary in effect immediately before the Termination Date plus the Annual Bonus received by Employee for the fiscal year preceding the Termination Date (or if Employee was employed for less than one full fiscal year prior to the Termination Date, the Annual Bonus for purposes of this Section 7 shall be the Annual Bonus payable during the current fiscal year at the target amount provided above) (together, the “Separation Pay”); and (ii) during the six-month period commencing on the Termination Date that Employee is eligible to elect and elects to continue coverage for himself and his eligible dependents under the Company’s group heath insurance plan pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”$4,800.00), or similar state lawless all lawful and required deductions, the Company shall reimburse Employee on a monthly basis for the difference between the amount Employee pays to effect and continue such coverage under COBRA and the employee contribution amount that active employees of the Company pay for the same or similar coverage; provided, however, that Employee shall notify the Company in writing within five days after he becomes eligible after the Termination Date for group health insurance coverage, if any, through subsequent employment or otherwise and the Company shall have no further reimbursement obligation after Employee becomes eligible for group health insurance coverage due to subsequent employment or otherwise. The Separation Pay shall be paid to Employee in a lump sum within 60 days on or before December 31, 2015.
d) The Company agrees to reimburse Employee for all reasonable business expenses incurred by Employee prior to October 30, 2015, including automobile, food and lodging. All such requests for reimbursement shall be submitted to the Company, accompanied by receipts by November 30, 2015.
e) Upon the Employee's signed request, the Company will provide the Employee and/or a prospective employer written confirmation of the Termination Date; providedEmployee's employment with the Company, however, including his dates of employment and salary information.
f) The Employee acknowledges that no Separation Pay shall be he has been paid to Employee unless the Company receives, on or within 55 days after the Termination Date, an executed and fully effective copy of the Release (as defined below). Any COBRA reimbursements due under this Section shall be made by the last day of the month following the month in which the applicable premiums were paid by Employee. For the avoidance of doubt, Employee shall not be all he is entitled to receive for the Separation Benefits if this Agreement is terminated (i) due work he performed and that he has no entitlement to Employee’s death; (ii) by the Company due to Employee’s Inability to Perform; (iii) by the Company any additional payment or consideration not specifically referenced herein, including any bonus payment for Cause; (iv) by Employee without Good Reason; or (v) by non-renewal by Employee in accordance with Sections 4(b) and 6(f)2015.
Appears in 1 contract
Samples: Separation and Release of Claims Agreement (Gse Systems Inc)
Separation Benefits. If this Agreement Except in situations where the employment of Executive is terminated either by the Company without Cause in accordance with Section 6(c) (including the Company’s non-renewal For Cause, By Death, By Disability, or Following a Change of this Agreement) or by Employee resigning his employment for Good Reason in accordance with Section 6(d)Control, the Company shall have no further obligation Executive will be eligible to Employee under this Agreement, except the Company shall provide the Accrued Obligations to Employee in accordance with Section 7(a) plus receive the following payments and benefits (collectively, the “Separation Benefits”) if his employment as Chief Executive Officer is terminated prior to Employee: (i) the end of the Term or if the Company fails to continue Executive’s employment following the end of the Term:
1. an amount equal to one times (1) One Hundred Percent (100%) of Executive’s then-current Base Salary, plus (2) One Hundred Percent (100%) of Executive’s annual Target Bonus, payable in equal monthly installments over the sum twelve (12) month period following the date of such termination (“Salary Continuation Period”);
2. the Base Salary in effect immediately before the Termination Date plus the Annual Bonus received by Employee for the fiscal year preceding the Termination Date (or Merger Success Bonus, if Employee was employed for less than one full fiscal year Executive’s termination occurs prior to the Termination DateClosing Date Anniversary;
3. continued vesting of Executive’s stock options until the earlier of (a) the end of the Salary Continuation Period or (b) the date Executive begins other employment and accepts a grant of stock options, the Annual Bonus for purposes and a period of this Section 7 shall be the Annual Bonus payable during the current fiscal year at the target amount provided abovetwelve (12) (together, the “Separation Pay”); and (ii) during the six-month period commencing on the Termination Date that Employee is eligible months thereafter to elect and exercise such vested options;
4. if Executive elects to continue his medical coverage for himself and his eligible dependents under the Company’s group heath insurance plan pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), or similar state law, the Company shall reimburse Employee on pay the premiums for Executive’s COBRA coverage until the earlier of (a) the end of the Salary Continuation Period or (b) the date Executive becomes covered under another employer’s health plan; and
5. continued payment of the premiums required to maintain Executive’s coverage under his Company-provided life insurance policy during the Salary Continuation Period. Notwithstanding the foregoing, if Executive begins other employment during the Salary Continuation Period and accepts a monthly basis stock option grant, all vesting of Executive’s stock options shall cease and Executive shall receive an accelerated lump-sum payment of the remaining payments for the difference between Salary Continuation Period, in lieu of salary continuation. Executive shall not be eligible to participate in the amount Employee pays Company’s deferred compensation, 401K, or employee stock purchase plans during the Salary Continuation Period. Executive’s eligibility for the foregoing Separation Benefits is conditioned on (a) Executive remaining available during the Salary Continuation Period to effect and continue such coverage under COBRA and the employee contribution amount that active employees of consult with the Company pay regarding matters for which he previously had responsibility as a Company executive; (b) Executive having first signed a release agreement in the same form attached as Exhibit A, and (c) Executive’s agreement not to compete with the Company, or similar coverage; providedits successors or assigns, however, that Employee shall notify during the Salary Continuation Period. If Executive engages in any business activity competitive with the Company in writing within five days after he becomes eligible after or its successors or assigns during the Termination Date for group health insurance coverageSalary Continuation Period, if any, through subsequent employment or otherwise and the Company all Separation Benefits immediately shall have no further reimbursement obligation after Employee cease. If Executive becomes eligible for group health insurance coverage due to subsequent employment or otherwise. The Change of Control Separation Pay shall be paid to Employee in a lump sum within 60 days of the Termination Date; providedBenefits under Section V below, however, that no Separation Pay shall be paid to Employee unless the Company receives, on or within 55 days after the Termination Date, an executed and fully effective copy of the Release (as defined below). Any COBRA reimbursements due under this Section shall be made by the last day of the month following the month in which the applicable premiums were paid by Employee. For the avoidance of doubt, Employee Executive shall not be entitled to eligible for the foregoing Separation Benefits if this Agreement is terminated (i) due to Employee’s death; (ii) by the Company due to Employee’s Inability to Perform; (iii) by the Company for Cause; (iv) by Employee without Good Reason; or (v) by non-renewal by Employee in accordance with Sections 4(b) and 6(f)Benefits.
Appears in 1 contract
Samples: Executive Employment Agreement (Credence Systems Corp)
Separation Benefits. If this Agreement is terminated either by (a) Upon (x) the Company without Cause non-revocation of the Release during the (7) seven-day period following the execution of the Release in accordance with Section 6(c7 hereof (the “Release Condition,” and the date the Release becomes irrevocable is herein referred to as the “Release Effective Date”), and (z) Executive’s compliance in all material respects with this Agreement and the Employment Agreement (including the Company’s nonany post-renewal of this Agreement) or by Employee resigning his employment for Good Reason in accordance with Section 6(dobligations thereunder), the Company Executive shall have no further obligation be entitled to Employee under this Agreement, except the Company shall provide the Accrued Obligations to Employee in accordance with Section 7(a) plus the following severance rights and employment termination benefits:
1. The payments and benefits to which Executive may be entitled upon termination of employment as are set forth on Schedule 2(a)(1) hereto (collectively, the “Separation Benefits”) to Employee: (i) an amount equal to one times the sum of the Base Salary in effect immediately before the Termination Date plus the Annual Bonus received by Employee for the fiscal year preceding the Termination Date (or if Employee was employed for less than one full fiscal year prior ).
2. In addition to the Termination Date, the Annual Bonus for purposes of this Section 7 shall be the Annual Bonus payable during the current fiscal year at the target amount provided abovepayments and benefits set forth on Schedule 2(a)(1) (together, the “Separation Pay”); and (ii) during the six-month period commencing on the Termination Date that Employee is eligible to elect and elects to continue coverage for himself and his eligible dependents under the Company’s group heath insurance plan pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), or similar state lawhereto, the Company shall reimburse Employee on a monthly basis for take commercially reasonable efforts to replace the difference between the amount Employee pays to effect and continue Company as beneficiary of such coverage under COBRA and the employee contribution amount that active employees life insurance policy described in Section 5.8 of the Company pay for the same or similar coverage; provided, however, that Employee shall notify the Company Employment Agreement (policy A70051523Y) with such beneficiary designated by Executive in writing within five days after he becomes eligible after at Executive’s sole cost and expense. Executive shall assume obligations to pay any premium or other payments with respect to such policy.
(b) Upon the Termination Date for group health insurance coverage, if any, through subsequent employment or otherwise and the Company shall have no further reimbursement obligation after Employee becomes eligible for group health insurance coverage due to subsequent employment or otherwise. The Separation Pay shall be paid to Employee in a lump sum within 60 days of the Termination Date; provided, however, that no Separation Pay shall be paid to Employee unless the Company receives, on or within 55 days after the Termination Date, an executed and fully effective copy occurrence of the Release (as defined below). Any COBRA reimbursements due under this Section Condition, the Parties agree that the Executive’s equity awards shall be made by treated as follows:
1. Executive and Parent confirm and agree that 1,066,666 shares (the last day “Vested Shares”) of Parent’s Class A common stock, $0.0001 par value (“Common Stock”) subject to that certain Restricted Stock Unit Award Agreement, dated June 8, 2022 (the “RSU Award”), between Parent and Executive, shall become vested as of the month following Release Effective Date. Upon settlement of the month in which Vested Shares of Common Stock, the applicable premiums were paid by EmployeeRSU Award shall terminate and no additional shares of Common Stock shall become vested thereunder. For Executive and Parent further agree that the avoidance of doubtPerformance-Based Restricted Stock Unit Award Agreement, Employee dated June 8, 2022, between Parent and Executive are terminated upon the Release Effective Date and Executive shall not be entitled to receive any shares of Common Stock or any other payment thereunder.
2. Executive shall be entitled to exchange any profits interests granted to him under one or more Holdings Equity Incentive Plans (each an “Equity Incentive Plan”) for shares of Common Stock pursuant to the Separation Benefits if this Agreement is terminated terms of the applicable award agreement and Equity Incentive Plan during the term of such profits interest award. MIP LLC hereby waives its repurchase option with respect to such profits interests awards. The Parties acknowledge and agree that Executive has no other rights granted by any member of the Company Group to acquire Common Stock from the Parent as of the date hereof.
(ic) due to Employee’s death; (ii) The Company Group shall pay or reimburse Executive for ordinary and necessary business expenses incurred by him in the performance of his duties as a director of Parent and/or incurred by him in connection with request made by the Parent for him to attend official Company due to Employee’s Inability to Perform; (iii) by the Company for Cause; (iv) by Employee without Good Reason; or (v) by non-renewal by Employee Group events, in every case in accordance with Sections 4(bthe Company Group’s then current policies, (which such policy shall include pre-approval of such expenses by the Chief Financial officer of Parent or his/her designee), upon receipt from Executive of written substantiation of such expenses which is acceptable to the Company Group.
(d) The payments and 6(f)other benefits described in this Section 2 are over and above that to which Executive would be otherwise entitled to upon the termination of his employment with the Company, absent executing this Release, notwithstanding the terms of the Employment Agreement. Executive affirms that he has agreed in the Employment Agreement, and again herein, that he is only entitled to such payments if he executes this Release and the Release Condition is met.
Appears in 1 contract
Separation Benefits. If this Agreement is terminated either by (a) As consideration for the Company without Cause in accordance with Section 6(c) (including the CompanyExecutive’s execution of, non-renewal revocation of, and compliance with this Separation Agreement, including Executive’s waiver and release of this Agreement) or by Employee resigning his employment for Good Reason claims in accordance with Section 6(d)5, the Company shall have no further obligation agrees to Employee under this Agreement, except provide the following benefits to Executive: (w) the Company shall provide continue to pay Executive’s base salary, less all applicable withholding taxes and authorized deductions, for a period of twelve (12) months following the Accrued Obligations to Employee in accordance with Section 7(a) plus the following payments and benefits Separation Date (collectively, the “Separation Benefits”) to Employee: (i) an amount equal to one times the sum of the Base Salary in effect immediately before the Termination Date plus the Annual Bonus received by Employee for the fiscal year preceding the Termination Date (or if Employee was employed for less than one full fiscal year prior to the Termination Date, the Annual Bonus for purposes of this Section 7 shall be the Annual Bonus payable during the current fiscal year at the target amount provided above) (together, the “Separation Pay”); and (ii) during the six-month period commencing on the Termination Date that Employee is eligible to elect and elects to continue coverage for himself and his eligible dependents under the Company’s group heath insurance plan pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRASeverance Period”), or similar state (x) should Executive timely elect and be eligible to continue receiving group medical and dental coverage pursuant to COBRA, and so long as the Company can provide such benefit without violating the non-discrimination requirements of the law, the Company shall reimburse Employee on a monthly basis will pay the portion of the premium for the difference between the amount Employee pays to effect and continue such coverage under COBRA and the employee contribution amount that active employees of the Company pay for the same or similar coverage; provided, however, that Employee shall notify the Company in writing within five days after he becomes eligible after the Termination Date for group health insurance coverage, if any, through subsequent employment or otherwise and the Company shall have no further reimbursement obligation after Employee becomes eligible for group health insurance coverage due to subsequent employment or otherwise. The Separation Pay shall be is paid to Employee in a lump sum within 60 days of the Termination Date; provided, however, that no Separation Pay shall be paid to Employee unless the Company receives, on or within 55 days after the Termination Date, an executed and fully effective copy of the Release (as defined below). Any COBRA reimbursements due under this Section shall be made by the last day of the month following the month in which the applicable premiums were paid by Employee. For the avoidance of doubt, Employee shall not be entitled to the Separation Benefits if this Agreement is terminated (i) due to Employee’s death; (ii) by the Company due to Employee’s Inability to Perform; (iii) by the Company for Cause; active and similarly situated employees who receive the same type of coverage, such payment to be made for coverage from the Separation Date through the earliest of (iv1) by Employee without Good Reason; the end of the Severance Period, (2) the date Executive is no longer eligible for COBRA coverage or (v3) by non-renewal by Employee in accordance with Sections 4(bthe date Executive becomes eligible for healthcare coverage from a subsequent employer (and Executive agree to promptly notify the Company of such eligibility), (y) Executive (or his personal representative or estate) will receive a lump sum payment, less applicable withholdings, equal to 100% of his annual bonus opportunity on Executive’s actual Separation Date, and (z) Executive (or his personal representative or estate) will receive a lump sum payment equal to $20,000 after applicable taxes and withholdings to cover relocation expenses. For purpose of clarity, the payments under (y) and 6(f(z) will be paid no later than the first Company payroll date following the Effective Date as defined in Section 8, below.
(b) If the Separation Agreement does not become effective and irrevocable by the sixtieth (60th) day following the Separation Date (the “Release Deadline”), Executive will forfeit any right to any severance payments or benefits under this Separation Agreement. Any severance payments that would otherwise have been due to Executive prior to the Separation Agreement becoming effective and irrevocable will be paid to Executive no later than the first Company payroll date on or following the Effective Date, and the remaining payments will be made as provided in this Separation Agreement.
Appears in 1 contract
Samples: Separation Agreement (Frequency Therapeutics, Inc.)
Separation Benefits. If this Agreement is terminated either In consideration of the General Release described in Paragraph 4 below, and in full payment, settlement and satisfaction of any and all obligations, liabilities and damages to which you may be entitled by reason of or resulting from your employment by the Company without Cause or the termination thereof, under your Employment Agreement or otherwise, and in accordance with Section 6(c) (including the Company’s non-renewal of this Agreement) or by Employee resigning his employment for Good Reason in accordance with Section 6(d)addition to any amounts payable to you pursuant to Paragraphs 1.1 above, the Company shall have no further obligation to Employee under this Agreementshall, except if you sign and return the Company shall General Release on or following your Separation Date (and provided that you do not subsequently revoke the General Release as provided for therein), provide the Accrued Obligations to Employee in accordance with Section 7(a) plus the following payments and additional separation benefits (collectively, the “Separation Benefits”) to Employee: (i) an amount equal to one times the sum of the Base Salary in effect immediately before the Termination Date plus the Annual Bonus received by Employee for the fiscal year preceding the Termination Date (or if Employee was employed for less than one full fiscal year prior to the Termination Date, the Annual Bonus for purposes of this Section 7 shall be the Annual Bonus payable during the current fiscal year at the target amount provided above) (together, the “Separation Pay”); and (ii) during the six-month period commencing on the Termination Date ):
2.1. Provided that Employee is eligible to elect and elects you have elected to continue your health insurance coverage for himself and his eligible dependents under the Company’s group heath medical and dental insurance plan pursuant to plans in accordance with your rights under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended 1985 (“COBRA”), the Company will pay on your behalf the monthly premium cost of such continuation of your medical and dental insurance coverage under COBRA for nine (9) months following your Separation Date, or similar state lawuntil such earlier date as you are eligible to obtain any group insurance coverage from other employment (whether or not you elect such coverage) or you are otherwise ineligible by law for such COBRA continuation coverage.
2.2. At the Separation Date, the Company shall reimburse Employee on (i) retain you as a monthly basis for the difference consultant pursuant to an independent consulting agreement between the amount Employee pays to effect you and continue such coverage under COBRA and the employee contribution amount that active employees of the Company pay for the same or similar coverage; provided, however, that Employee shall notify the Company in writing the form attached hereto as Exhibit A (the “Consulting Agreement”) and (ii) amend the vesting schedule of your outstanding stock option pursuant to an amended and restated stock option agreement between you and the Company in the form attached hereto as Exhibit B (the “Amended and Restated Stock Option Agreement”). If the Company does not execute and deliver both the Consulting Agreement and the Amended and Restated Stock Option Agreement on or prior to the Separation Date, (i) the Company shall pay you a lump sum amount equal to the total value of sections 4.7(c)(i), 4.7(c)(ii), 4.7(c)(iii), and 4.7(c)(iv) within five seven (7) calendar days after he becomes eligible after of the Termination Date for group health insurance coverageSeparation Date; and (ii) your options shall vest as described in Section 4.7 (c)(v), if any, through subsequent employment or otherwise and the Company shall have no further reimbursement obligation after Employee becomes eligible amend your existing stock option agreement so that the option provided for group health insurance coverage due to subsequent employment or otherwisetherein, including both the vested and unvested portions thereof, shall survive your termination and will remain exercisable until December 4, 2018.
2.3. The Separation Pay Company shall be paid pay you a bonus equal to Employee in a lump sum within 60 days three months’ of your Base Salary as of the Termination Date; provided, however, that no earlier of: (i) the Separation Pay shall be paid to Employee unless Date or (ii) the Company receives, on or within 55 days after the Termination Date, an executed and fully effective copy date of occurrence of the Release Special Conditions (as defined belowin Schedule 2). Any COBRA reimbursements due under this Section shall be made by , in either case net of applicable taxes and customary deductions, within thirty (30) days such date, but in no event prior to the last day end of the month following revocation period provided in the month in which the applicable premiums were paid by Employee. For the avoidance of doubt, Employee shall not be entitled to the Separation Benefits if this Agreement is terminated (i) due to Employee’s death; (ii) by the Company due to Employee’s Inability to Perform; (iii) by the Company for Cause; (iv) by Employee without Good Reason; or (v) by non-renewal by Employee in accordance with Sections 4(b) and 6(f)General Release.
Appears in 1 contract
Separation Benefits. If this Agreement is terminated either by the Company without Cause in accordance with Section 6(c) (including the Company’s non-non- renewal of this Agreement) or by Employee resigning his employment for Good Reason in accordance with Section 6(d), the Company shall have no further obligation to Employee under this Agreement, except the Company shall provide the Accrued Obligations to Employee in accordance with Section 7(a) plus the following payments and benefits (collectively, the “Separation Benefits”) to Employee: (i) an amount equal to one (1) times the sum of the Base Salary in effect immediately before the Termination Date plus the Annual Bonus received by Employee for the fiscal year preceding the Termination Date (or if Employee was employed until the Annual Bonus for less than one full fiscal year prior to the Termination Date2024 is determined, the Annual Bonus for purposes of this Section 7 shall be the target Annual Bonus payable during for fiscal 2024 as provided above, and thereafter shall be the current Annual Bonus determined for fiscal year at 2024 or the target amount provided aboveAnnual Bonus received by Employee for any future fiscal year) (together, the “Separation Pay”); and (ii) during the six-month period commencing on the Termination Date that Employee is eligible to elect and elects to continue coverage for himself and his eligible dependents under the Company’s group heath health insurance plan pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), or similar state law, the Company shall reimburse Employee on a monthly basis for the difference between the amount Employee pays to effect and continue such coverage under COBRA and the employee contribution amount that active employees of the Company pay for the same or similar coverage; provided, however, that Employee shall notify the Company in writing within five days after he she becomes eligible after the Termination Date for group health insurance coverage, if any, through subsequent employment or otherwise and the Company shall have no further reimbursement obligation after Employee becomes eligible for group health insurance coverage due to subsequent employment or otherwise. The Separation Pay shall be paid to Employee in a lump sum within 60 days of the Termination Date; provided, however, that no Separation Pay shall be paid to Employee unless the Company receives, on or within 55 days after the Termination Date, an executed and fully effective copy of the Release (as defined below). Any COBRA reimbursements due under this Section shall be made by the last day of the month following the month in which the applicable premiums were paid by Employee. For the avoidance of doubt, Employee shall not be entitled to the Separation Benefits if this Agreement is terminated (i) due to Employee’s death; (ii) by the Company due to Employee’s Inability to Perform; (iii) by the Company for Cause; (iv) by Employee without Good Reason; or (v) by non-renewal by Employee in accordance with Sections 4(b) and 6(f).
Appears in 1 contract
Samples: Employment Agreement (Riley Exploration Permian, Inc.)
Separation Benefits. If this Agreement is terminated either by the Company without Cause in accordance with Section 6(c) (including the Company’s non-renewal of this Agreement) or by Employee resigning his employment for Good Reason in accordance with Section 6(d), the Company shall have no further obligation to Employee under this Agreement, except (i) the Company shall provide the Accrued Obligations to Employee in accordance with Section 7(a) ), plus the following payments and benefits (collectively, the “Separation Benefits”) to Employee: (i) an amount equal to one times the sum of the Base Salary in effect immediately before the Termination Date plus the Annual Bonus received by Employee for the fiscal year preceding the Termination Date (or if Employee was employed for less than one full fiscal year prior to the Termination Date, the Annual Bonus for purposes of this Section 7 shall be the Annual Bonus payable during the current fiscal year at the target amount provided above) (together, the “Separation Pay”); and (ii) during the six-month period commencing on the Termination Date that if Employee is eligible to elect and elects to continue coverage for himself and his eligible dependents under the Company’s group heath health insurance plan pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), or similar state law, the Company shall reimburse Employee him on a monthly basis until the earlier of 18 months following the Termination Date or the date when he becomes eligible for group health insurance coverage, if any, through subsequent employment or otherwise; provided, however, that such reimbursement shall be limited to the difference between the amount Employee pays to effect and continue such coverage under COBRA and the employee contribution amount that active employees of the Company pay for the same or similar coverage; provided, howeversuch reimbursement shall be provided by the last day of the month following the month in which the applicable premiums were paid by the Employee, that and the Employee shall notify the Company in writing within five days after he becomes eligible after the Termination Date for group health insurance coverage, if any, through subsequent employment or otherwise and otherwise; plus (iii) the Company shall have no further reimbursement obligation after Employee becomes eligible ensure that the award of 500,000 RSUs and 1,300,000 Options provided for group health insurance coverage due to subsequent employment or otherwise. The Separation Pay above shall be paid to Employee in a lump sum within 60 days fully vested and exercisable as of the Termination Date; provided, howeverplus (iv) the Company shall pay Employee an amount equal to the Base Salary and Target Bonus at “Target” performance that Employee would have received had his employment not terminated (the “Separation Pay”) during the period between the Termination Date and the Expiration Date or Renewal Date, as applicable, or for 12 month’s following the Termination Date, whichever is greater, as applicable (the “Separation Pay Period”), in equal or nearly equal installments on the Company’s regularly scheduled paydays during the Separation Pay Period, plus (v) the Company shall pay Employee a pro-rata portion of the Target Bonus that would have been payable to Employee for the year of termination if Employee’s employment had not terminated earlier, pro-rated based on the number of days in such fiscal year that Employee is employed by the Company and payable at the same time as Annual Bonus Plan awards for such fiscal year are paid to other similarly situated executive officers of the Company. Notwithstanding any other provision of this Agreement, no Separation Pay Benefits shall be paid provided to Employee unless the Company receives, on or within 55 days after the Termination Date, an executed and fully effective copy of the Release (as defined below). Any COBRA reimbursements due under this Section shall be made by the last day of the month following the month in which the applicable premiums were paid by Employee. For the avoidance of doubt, Employee shall not be entitled to the Separation Benefits if this Agreement is terminated (i) due to Employee’s death; (ii) by the Company due to Employee’s Inability to Perform; (iii) by the Company for Cause; (iv) by Employee without Good Reason; or (v) by a non-renewal by Employee notice issued in accordance with Sections Section 4(b) and 6(f).
Appears in 1 contract
Separation Benefits. If As consideration for the Executive’s execution of, non-revocation of, and compliance with this Agreement, including the Executive’s Waiver and Release of claims in Paragraph 4 and Executive’s Amended and Restated Employment Agreement is terminated either by entered into on August 20, 2019, together with the Company without Cause General Release in Exhibit A to the Amended and Restated Employment Agreement, which Executive signed on May 31, 2021 (the “Employment Agreement”), the Employer agrees to provide the following severance and benefits pursuant to Paragraph 5.2 of the Employment Agreement:
(a) An amount equal to one and a half (1.5) times the sum of (i) the Executive’s Base Salary and (ii) the Executive’s target Annual Bonus, which equals $1,009,562 in the aggregate, less all relevant taxes and other withholdings, which shall be paid in substantially equal installments over the remaining portion of calendar year 2021 in accordance with the Employer’s normal payroll practices. The installments shall commence on the first normal payroll date that is at least five (5) business days after the Effective Date (as defined in Section 6(c) (including the Company’s non-renewal of this Agreement) or by Employee resigning his employment for Good Reason in accordance with Section 6(d4(b)(vii)), and the Company initial installment shall have no further obligation include a catch-up amount to Employee under this Agreementcover any unpaid installments during the period from the Separation Date until the date of such first installment, except if applicable;
(b) An amount equal to eleven (11) vacation days which were accrued but not used by the Company Executive, which equals $18,982.48, less all relevant taxes and other withholdings, which shall provide be paid together with the Accrued Obligations to Employee first installment referenced in accordance with Section 7(aParagraph 3 (a) plus above.
(c) If the following payments Executive and benefits (collectivelyhis eligible dependents timely and properly elect COBRA continuation coverage, the “Separation Benefits”) to Employee: (i) Employer shall reimburse the Executive an amount equal to one times the sum 100% of the Base Salary in effect immediately before monthly COBRA premium paid by the Termination Date plus Executive for him and his eligible dependents, for either (18) months following the Annual Bonus received by Employee for Separation Date, or, if earlier, until the fiscal year preceding date the Termination Date Executive becomes eligible to receive coverage from another employer or is otherwise no longer eligible to receive (or if Employee no longer elects) COBRA continuation coverage. Such COBRA reimbursements shall be made on a taxable basis and shall commence on the first normal payroll date that is at least five (5) business days after the Effective Date, provided that the initial reimbursement shall include a catch-up amount to cover any unpaid monthly reimbursements during the period from the Separation Date until the date of such first installment; and
(d) That certain option held by the Executive to purchase 5,500 shares of the Employer’s common stock, which was employed for less than one full fiscal year prior granted on October 1, 2020 with an exercise price of $52.61 per share (the “Option”), pursuant to the Termination Employer’s Amended and Restated Management Incentive Plan (the “Incentive Plan”) and that certain Stock Option Agreement, dated as of October 1, 2020 between the Employer and the Executive (the “Option Agreement”) shall be fully vested and exercisable as of the Separation Date, and following the Annual Bonus for purposes Separation Date shall remain exercisable as follows:
(i) If a Registration Statement on Form S-1 filed with the Securities and Exchange Commission relating to the registered underwritten public offering of this Section 7 shall be the Annual Bonus payable during the current fiscal year at the target amount provided aboveshares of common stock of Castle Creek Biosciences, Inc. (an “S-1”) (togetherhas become effective by December 31, 2021, the Option shall remain exercisable until the earlier of (x) the date which is three (3) months after the lock-up agreement entered into by Executive in connection with such public offering has expired or (y) the “Separation Pay”); Expiration Date” of the Option as set forth in the Option Agreement.
(ii) If an S-1 has not become effective by December 31, 2021, the Option shall remain exercisable until the earlier of (x) December 31, 2021 or (y) the “Expiration Date” of the Option as set forth in the Option Agreement. The Executive acknowledges and agrees that the Executive’s only equity or equity-based interest, or right to any equity or equity-based interest, in the Employer or any of its affiliates consists solely of the Option. Other than as modified by clauses (i) and (ii) during above, the six-month period commencing on the Termination Date that Employee is eligible to elect and elects to continue coverage for himself and his eligible dependents under the Company’s group heath insurance plan pursuant Option shall remain subject in all respects to the Consolidated Omnibus Budget Reconciliation Act terms and conditions of 1985, as amended (“COBRA”), or similar state law, the Company shall reimburse Employee on a monthly basis for the difference between the amount Employee pays to effect and continue such coverage under COBRA Option Agreement and the employee contribution amount Incentive Plan. The Executive understands, acknowledges, and agrees that active employees these benefits exceed what the Executive is otherwise entitled to receive on separation from employment, and that these benefits are being given as consideration in exchange for executing this Agreement, including the General Release contained in Paragraph 4 of the Company pay for the same or similar coverage; provided, however, that Employee shall notify the Company in writing within five days after he becomes eligible after the Termination Date for group health insurance coverage, if any, through subsequent employment or otherwise Agreement and the Company shall have no further reimbursement obligation after Employee becomes eligible for group health insurance coverage due to subsequent employment or otherwiserestrictive covenants contained in it. The Separation Pay shall be paid Executive acknowledges and agrees that the General Release dated May 31, 2021 in Exhibit A to Employee the Amended and Restated Employment Agreement is incorporated herein and superseded by the General Release contained in a lump sum within 60 days Paragraph 4 of the Termination Date; provided, however, Agreement. The Executive further acknowledges that no Separation Pay shall be paid to Employee unless the Company receives, on or within 55 days after the Termination Date, an executed and fully effective copy of the Release (as defined below). Any COBRA reimbursements due under this Section shall be made by the last day of the month following the month in which the applicable premiums were paid by Employee. For the avoidance of doubt, Employee shall Executive is not be entitled to the Separation Benefits if any additional payment or consideration not specifically referenced in this Agreement is terminated (i) due to Employee’s death; (ii) by the Company due to Employee’s Inability to Perform; (iii) by the Company for Cause; (iv) by Employee without Good Reason; or (v) by non-renewal by Employee in accordance with Sections 4(b) and 6(f)Agreement.
Appears in 1 contract
Samples: Separation and Release of Claims Agreement (Castle Creek Biosciences, Inc.)
Separation Benefits. If this Agreement is terminated either by the The Company without Cause in accordance will pay or provide you with Section 6(c) (including the Company’s non-renewal of this Agreement) or by Employee resigning his employment for Good Reason in accordance with Section 6(d), the Company shall have no further obligation to Employee under this Agreement, except the Company shall provide the Accrued Obligations to Employee in accordance with Section 7(a) plus the following payments and separation benefits (collectively, the “Separation Benefits”) to Employee: ): (i) an amount aggregate cash separation benefit equal to one and a half times the sum of the Base Salary in effect immediately before the Termination Date ($749,999.9) your current base salary plus the Annual Bonus received by Employee for the fiscal year preceding the Termination Date your target annual cash incentive award (or if Employee was employed for less than one full fiscal year prior to the Termination Date, the Annual Bonus for purposes of this Section 7 shall be the Annual Bonus payable during at the current fiscal year at the target amount provided above) (togetherof 75% of your current base salary), the “Separation Pay”); and (ii) during a cash amount equal to $35,959 intended to reimburse you for 18 times the six-month period commencing on the Termination Date that Employee is eligible to elect and elects to continue current monthly premium cost for COBRA continuation coverage for himself and his eligible dependents under the Company’s group heath insurance plan pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), or similar state law, the Company shall reimburse Employee on a monthly basis for the difference between the amount Employee pays to effect and continue such coverage under COBRA and the employee contribution amount that active employees of the Company pay for the same or similar coverage; provided, however, that Employee shall notify the Company in writing within five days after he becomes eligible after the Termination Date for group health insurance coverage, if any, through subsequent employment or otherwise and plans (based on your coverage elections as in effect on the Company shall have no further reimbursement obligation after Employee becomes eligible for group health insurance coverage due to subsequent employment or otherwiseSeparation Date) as well as potential outplacement services. The Separation Pay shall Benefits described in clauses (i) - (ii) above will be paid to Employee by the Company in a lump sum within 60 with the Company’s first regular payroll that is at least eight days of the Termination Date; provided, however, that no Separation Pay shall be paid after you deliver to Employee unless the Company receivesthe signed Reaffirmation Clause, on and the Separation Benefits described in clause (ii) above will be provided by the Company in the form of a direct payment to the tax preparer upon receipt of an invoice for services. In addition, without regard to whether you sign this Separation Agreement or within 55 days after the Termination General Release, you will remain entitled to receive or retain, as applicable, (i) any earned but unpaid base salary and accrued vacation through the Separation Date, an executed payable in accordance with the Company’s payroll practices and fully effective copy applicable law, (ii) any vested account balance under the Company’s 401(k) plan, payable in accordance with the terms of that plan, (iii) your accrued but unused paid time off in accordance with the Release Company’s paid time off policies, and (as defined belowiv) any unreimbursed business expenses incurred by you through the Separation Date in accordance with the Company’s business expense reimbursement policies (the “Accrued Amounts”). Any COBRA reimbursements due under this Section shall be made by the last day of the month following the month in which the applicable premiums were paid by Employee. For the avoidance of doubt, Employee shall the amounts set forth in this Separation Agreement and the Consulting Agreement, if any, are the sole and exclusive amounts payable to you in connection with your termination of employment with the Company, and you are not be entitled to receive any additional separation benefits under any plan, program, agreement, or arrangement, including without limitation, the Confidentiality Agreement or any executive severance policy as currently in effect or in effect as of your Separation Benefits if this Agreement is terminated (i) due to Employee’s death; (ii) by the Company due to Employee’s Inability to Perform; (iii) by the Company for Cause; (iv) by Employee without Good Reason; or (v) by non-renewal by Employee in accordance with Sections 4(b) and 6(f)Date.
Appears in 1 contract
Separation Benefits. 4.1 If this Agreement Employee’s employment is terminated either by the Company without Cause in accordance with for any reason other than for Cause, death or disability and Section 6(c4.2 does not apply, Employee shall be entitled to the following separation benefits:
(a) (including the Company’s non-renewal of this Agreement) or by Employee resigning his employment for Good Reason in accordance with Section 6(d), the The Company shall have no further obligation pay, or cause to be paid, to Employee under this Agreement, except within 30 days of the Company shall provide the Accrued Obligations to Employee in accordance with Section 7(a) plus the following payments and benefits (collectively, the “Separation Benefits”) to Employee: Termination Date (i) the full base salary earned by Employee through, but unpaid at, the Termination Date, plus (ii) credit for any vacation earned by Employee but not used at the Termination Date, plus (iii) all other amounts owed by the Company to Employee (other than any bonus payment of any kind) but unpaid as of the Termination Date.
(b) The Company shall pay, or cause to be paid, to Employee (i) in a lump sum not later than thirty (30) days after the Termination Date an amount equal to one times 200% of the sum of (A) Employee’s base annual salary at the Base Salary highest rate in effect at any time during the twelve (12) months immediately before the Termination Date plus the Annual Bonus received by Employee for the fiscal year preceding the Termination Date Date, and (or if Employee was employed B) Employee’s targeted bonus for less than one full fiscal the current year, and (ii) Employee’s bonus for the year prior of termination prorated to the Termination Date, the Annual Bonus for purposes of this Section 7 shall be the Annual Bonus payable during the current fiscal year paid at the target amount provided abovetime such bonus would have been paid if Employee had remained employed to the date of payment and calculated based on achievement of the applicable performance criteria applicable to such bonus payment.
(c) The Company shall provide to Employee for a period of eighteen (together, the “Separation Pay”); and (ii18) during the six-month period commencing on months after the Termination Date that Employee is eligible to elect and elects to continue medical and/or dental coverage for himself and his eligible dependents under the Company’s group heath insurance plan pursuant medical and/or dental plans, without any cost to the Consolidated Omnibus Budget Reconciliation Act Employee in excess of 1985, as amended (“COBRA”), or similar state law, the Company shall reimburse Employee on a monthly basis for the difference between the amount Employee pays to effect and continue such coverage under COBRA and the any employee contribution amount that active employees would be payable by Employee if Employee remained employed by a member of the Company pay for the same or similar coverageCompany; provided, however, that if Employee becomes employed with another employer during such eighteen (18)-month period and is eligible to receive medical and/or dental coverage under another employer-provided plan, the medical and/or dental coverage described herein shall notify be secondary to those provided under such other plan. In addition, on the last day of such eighteen (18)-month period, the Company shall pay, or cause to be paid, to Employee an amount in writing cash equal to the aggregate amount that would be payable by the Company for such medical and/or dental coverage for six (6) months if Employee remained employed by the Company for such period.
(d) The restrictions applicable to each share of non-vested restricted stock of Xxxxx Shoe held by Employee that would have vested within five days after he becomes eligible after the two (2) year period following the Termination Date for group health insurance coverage, if any, through subsequent employment or otherwise and had Employee remained employed by the Company shall lapse as of the Termination Date.
(e) Each non-vested option to purchase Xxxxx Shoe stock held by Employee that would have no further reimbursement obligation after vested within the two (2) year period following the Termination Date had Employee becomes eligible remained employed by the Company shall vest as of the Termination Date.
(f) The Company shall pay the reasonable costs of outplacement services selected by the Company for group health insurance coverage due to subsequent employment or otherwise. The Separation Pay shall be paid to Employee in a lump sum within 60 days reasonable period of time following the Termination Date; provided, however, that no Separation Pay such outplacement services shall be paid to Employee unless the Company receives, on or within 55 days provided after the Termination Date, an executed and fully effective copy of the Release (as defined below). Any COBRA reimbursements due under this Section shall be made by the last day of the month second calendar year following the month calendar year in which the applicable premiums were paid by Termination Date occurs.
4.2 If Employee. For the avoidance of doubt, Employee shall not be entitled to the Separation Benefits if this Agreement ’s employment is terminated within twenty-four (i24) due to Employee’s death; months after a Change of Control (ii) by the Company due to Employee’s Inability to Perform; (iiix) by the Company for any reason other than for Cause; , death or disability, or (ivy) by Employee without within ninety (90) days after the occurrence of Good Reason, Employee shall be entitled to the following separation benefits in place of, and not in addition to, the benefits set forth in Section 4.1:
(a) The Company shall pay, or cause to be paid, to Employee within 30 days of the Termination Date (i) the full base salary earned by Employee through, but unpaid at, the Termination Date, plus (ii) credit for any vacation earned by Employee but not taken at the Termination Date, plus (iii) all other amounts owed by the Company to Employee (other than any bonus payment of any kind) but unpaid as of the Termination Date.
(b) The Company shall pay, or cause to be paid, to Employee (i) in a lump sum six (6) months after the Termination Date an amount equal to 300% of the sum of (A) Employee’s base annual salary at the highest rate in effect at any time during the twelve (12) months immediately preceding the Termination Date, and (B) Employee’s targeted bonus for the current year; and (ii) Employee’s targeted bonus payment for the year of termination prorated to the Termination Date.
(c) The Company shall provide to Employee for a period of eighteen (18) months after the Termination Date medical and/or dental coverage under the Company’s medical and dental plans, without any cost to Employee in excess of any employee contribution that would be payable by Employee if Employee remained employed by the Company; provided, however, that if Employee becomes employed with another employer during such eighteen (18)-month period and is eligible to receive medical and/or dental coverage under another employer-provided plan, the medical and/or dental coverage described herein shall be secondary to those provided under such other plan. In addition, on the last day of such eighteen (18)-month period, the Company shall pay, or cause to be paid, to Employee an amount in cash equal to the aggregate amount that would be payable by the Company for such medical and/or dental coverage for six (v6) months if Employee remained employed by the Company for such period.
(d) The restrictions applicable to each share of non-renewal vested restricted stock of Xxxxx Shoe held by Employee shall lapse and be exercisable as of the Termination Date.
(e) Each non-vested option to purchase Xxxxx Shoe stock held by Employee shall vest and be exercisable as of the Termination Date.
(f) The Company shall pay the reasonable costs of outplacement services selected by the Company for a reasonable period of time following the Termination Date; provided, however, that no such outplacement services shall be provided after the last day of the second calendar year following the calendar year in accordance with which the Termination Date occurs.
4.3 If Employee’s employment is terminated for any reason other than such reasons specified in Sections 4(b4.1 and 4.2, the Company shall pay, or cause to be paid, to Employee within 30 days of the Termination Date (i) the full base salary earned by Employee through, but unpaid at, the Termination Date, plus (ii) credit for any vacation earned by Employee but not taken at the Termination Date, plus (iii) all other amounts owed by the Company to Employee (other than any bonus payment of any kind) but unpaid as of the Termination Date.
4.4 The benefits set forth in Sections 4.1(c) and 6(f)4.2(c) shall run concurrently with any period of continuation coverage to which Employee is entitled under Section 601 of ERISA. Upon Employee’s re-employment during the period specified in each such Section, to the extent covered by the new employer’s plan, coverage under the Company’s plan shall lapse, subject to any continuation of coverage rights under Section 601 of ERISA. Employee’s participation in and/or coverage under all other employee benefit plans, programs or arrangements sponsored or maintained by the Company shall cease effective as of the Termination Date except as otherwise provided in such employee benefit plan, program or arrangement.
Appears in 1 contract
Separation Benefits. (a) If this Agreement Executive is involuntarily terminated either by the Company without Cause (as defined in accordance with Section 6(cExhibit “A”) on or before December 31, 2004, Executive, shall be entitled to receive within fourteen (including the Company’s non-renewal 14) days of this Agreement) his termination, in lieu of any other separation and/or severance payments or by Employee resigning his employment for Good Reason in accordance with Section 6(d)benefits, the Company shall have no further obligation to Employee under this Agreement, except the Company shall provide the Accrued Obligations to Employee in accordance with Section 7(a) plus the following payments and benefits (collectively, the “Separation Benefits”) to Employeefollowing: (i) an amount equal to one times the sum of the Base Salary in effect immediately before the Termination Date plus the Annual Bonus received by Employee for the fiscal year preceding the Termination Date (or if Employee was employed for less than one full fiscal year prior to the Termination Date, the Annual Bonus for purposes of this Section 7 shall be the Annual Bonus payable during the current fiscal year at the target amount provided above) (together, the “Separation Pay”); and (ii) during the six-month period commencing on the Termination Date that Employee is eligible to elect and elects to continue coverage for himself and his eligible dependents under the Company’s group heath insurance plan pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), or similar state law, the Company shall reimburse Employee on a monthly basis for the difference between the amount Employee pays to effect and continue such coverage under COBRA and the employee contribution amount that active employees of the Company pay for the same or similar coverage; provided, however, that Employee shall notify the Company in writing within five days after he becomes eligible after the Termination Date for group health insurance coverage, if any, through subsequent employment or otherwise and the Company shall have no further reimbursement obligation after Employee becomes eligible for group health insurance coverage due to subsequent employment or otherwise. The Separation Pay shall be paid to Employee in a lump sum within 60 days payment equal to Executive’s accrued, but unpaid base salary through the date of the Termination Date; providedtermination, however, that no Separation Pay shall be paid to Employee unless the Company receives, on or within 55 days after the Termination Date, an executed and fully effective copy of the Release (as defined below). Any COBRA reimbursements due under this Section shall be made by the last day of the month following the month in which the less all applicable premiums were paid by Employee. For the avoidance of doubt, Employee shall not be entitled to the Separation Benefits if this Agreement is terminated (i) due to Employee’s deathdeductions; (ii) by the Company due a lump sum payment equivalent to EmployeeExecutive’s Inability to Perform; final annual base salary, less all applicable deductions;
(iii) a lump sum payment equivalent to Executive’s annual performance bonus target as approved by the Company Compensation and Benefits Committee for Causethe year in which he is terminated, less all applicable deductions; (iv) all deferred and restricted stock units and/or stock options awarded to Executive that remain outstanding on the date of termination shall immediately vest (excluding any unvested option shares awarded to Executive as a component of his annual bonus, which shall be forfeited as of the date of termination), shall immediately be freed of any restrictions regarding their sale or transfer (other than any such restrictions arising by Employee without Good Reasonoperation of law or pursuant to the terms of the EDS Executive Deferral Plan), and with regard to all stock options, they shall be exercisable for a period of one (1) year from the date of termination; or and (v) a waiver of premiums for a period not to exceed eighteen (18) months if Executive elects to continue health care coverage under the EDS Health Benefit Plan as provided under COBRA.
(b) Executive’s receipt of the separation benefits described in Paragraph 6(a) of this Agreement are contingent upon Executive signing a release deemed appropriate by non-renewal EDS in which Executive releases and/or waives any and all existing claims he may have against EDS. The receipt of the separation benefits described in Paragraph 6(a) are further contingent upon the release signed by Employee in accordance with Sections 4(b) and 6(f)Executive becoming effective.
Appears in 1 contract
Samples: Retention Agreement (Electronic Data Systems Corp /De/)
Separation Benefits. If In consideration for the Executive’s execution of, non-revocation of, and compliance with this Agreement is terminated either by the Company without Cause in accordance with Section 6(c) (Agreement, including the CompanyExecutive’s non-renewal waiver and release of this Agreement) or by Employee resigning his employment for Good Reason claims in accordance with Section 6(d)4, the Company shall have no further obligation agrees to Employee under this Agreement, except the Company shall provide the Accrued Obligations to Employee in accordance with Section 7(a) plus the following payments and benefits to which the Executive is not otherwise entitled:
(a) A lump sum cash payment in an amount equal to twelve (12) months of the Executive’s current base salary, plus $100,000, for a total aggregate amount of $405,502, less all relevant taxes and other withholdings, payable on the next regular payroll date of the Company after the Effective Date.
(b) Notwithstanding any provision of the Company’s 2019 Short-Term Incentive Plan to the contrary (the “2019 STIP”), a lump sum cash payment in an amount equal to the Executive’s accrued target bonus under the 2019 STIP, prorated for the period from January 1, 2019 through the Separation Date, less all relevant taxes and other withholdings, payable on the next regular payroll date of the Company after the Effective Date.
(c) Notwithstanding any provision of the Company’s 2017 Incentive Award Plan or applicable award agreements entered into thereunder (collectively, the “Separation BenefitsPlan”) to Employee: the contrary,
(i) an amount equal any unvested restricted stock units (“RSUs”) granted to one times the sum Executive under the Plan shall continue to vest in accordance with the terms and conditions of the Base Salary in effect immediately before Plan and the Termination Date plus applicable RSU award agreement during the Annual Bonus received by Employee for twelve (12) month period following the fiscal year preceding the Termination Date (or if Employee was employed for less than one full fiscal year prior to the Termination Separation Date, and any RSUs that remain unvested at the Annual Bonus for purposes end of this Section 7 period shall be the Annual Bonus payable during the current fiscal year at the target amount provided above) (together, the “Separation Pay”); and forfeited;
(ii) any vested or unvested performance restricted stock units granted to the Executive under the Plan shall be forfeited; and
(iii) any vested but unexercised options granted to the Executive under the Plan shall continue to be exercisable in accordance with the terms and conditions of the Plan and the applicable option agreement during the sixninety (90) day period following the Separation Date, and any unvested options or vested options that remain unexercised at the end of this period, shall be forfeited.
(d) Reimbursement of up to $10,000 of reasonable out-month period commencing of-pocket legal expenses incurred by the Executive in connection with the negotiation and preparation of this Agreement, on the Termination Date that Employee is eligible to elect and elects to continue coverage for himself and his eligible dependents under the Company’s group heath insurance plan pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), or similar state law, the Company shall reimburse Employee on a monthly basis for the difference between the amount Employee pays to effect and continue such coverage under COBRA and the employee contribution amount that active employees next regular payroll date of the Company pay for after the same or similar coverage; providedEffective Date, however, that Employee shall notify subject to the Executive submitting to the Company reasonable documentation substantiating such expenses at least 10 days before such regular payroll date. Notwithstanding the foregoing, no payment provided for in writing within five days after he becomes eligible after the Termination Date for group health insurance coverage, if any, through subsequent employment or otherwise and the Company shall have no further reimbursement obligation after Employee becomes eligible for group health insurance coverage due to subsequent employment or otherwise. The Separation Pay shall be paid to Employee in a lump sum within 60 days of the Termination Date; provided, however, that no Separation Pay shall be paid to Employee unless the Company receives, on or within 55 days after the Termination Date, an executed and fully effective copy of the Release (as defined below). Any COBRA reimbursements due under this Section 3 shall be made by before the last day Effective Date of this Agreement. The Executive understands, acknowledges, and agrees that these benefits exceed what the Executive is otherwise entitled to receive on separation from employment, and that these benefits are being given as consideration in exchange for executing this Agreement and the general release contained herein. The Executive further acknowledges that the Executive is not entitled to any additional payment or consideration not specifically referenced in this Agreement. Nothing in this Agreement shall be deemed or construed as an express or implied policy or practice of the month following Company to provide these or other benefits to any individuals other than the month in which the applicable premiums were paid by Employee. For the avoidance of doubt, Employee shall not be entitled to the Separation Benefits if this Agreement is terminated (i) due to Employee’s death; (ii) by the Company due to Employee’s Inability to Perform; (iii) by the Company for Cause; (iv) by Employee without Good Reason; or (v) by non-renewal by Employee in accordance with Sections 4(b) and 6(f)Executive.
Appears in 1 contract
Samples: Separation and Release of Claims Agreement (WillScot Corp)
Separation Benefits. If this Agreement is terminated either by Without admission of any liability and in exchange for the Company without Cause releases and covenants contained in accordance with Section 6(c) (including the Company’s non-renewal of this Agreement) or by Employee resigning his employment for Good Reason in accordance with Section 6(d), subject to your satisfaction of all of your covenants and agreements contained herein, the Company shall have no further obligation agrees to Employee under this Agreement, except the Company shall provide the Accrued Obligations to Employee in accordance you with Section 7(a) plus the following payments and benefits (collectively, the “Separation Benefits”):
(a) The Company will pay you $550,000 gross (the “Separation Payment”), payable in thirteen (13) equal, bi-weekly installment payments of $42,307.69 each, commencing at the time of the Company’s first regular payroll following May 6, 2010.
(b) You will be eligible to Employee: receive a pro-rata payment under the Burger King Holdings, Inc. (“Holdings”) Fiscal Year 2010 Restaurant Support Incentive Program (the “Bonus Plan”) for the 2010 fiscal year, in accordance with the terms of the Bonus Plan, except that the payment to you shall be equal to the product of (1) the Annual Bonus that would have been payable to you for such fiscal year had you remained employed for the entire 2010 fiscal year, based on an individual performance rating of “3” and based on the extent to which the Company actually achieves the performance goals established by the Company for such fiscal year, multiplied by (2) a fraction, the numerator of which 168 and the denominator of which is 365, such amount to be payable to you on the date annual bonuses for the 2010 fiscal year are actually paid by the Company to its active executives, but in no event later than the 15th day of the third calendar month following the end of the Company’s 2010 fiscal year.
(c) You may participate in continued group medical, dental and vision coverage for you and your eligible dependants participating in such plans immediately prior to the Separation Date at the active employee rate during the one (1) year period following the Separation Date, provided that the Company’s obligation to provide this continued coverage (i) an amount equal is subject to one times the sum you continuing to make your portion of the Base Salary in effect immediately before the Termination Date plus the Annual Bonus received by Employee for the fiscal year preceding the Termination Date (or if Employee was employed for less than one full fiscal year prior monthly premium payments to the Termination Date, the Annual Bonus for purposes of this Section 7 shall be the Annual Bonus payable during the current fiscal year at the target amount provided above) (together, the “Separation Pay”)AETNA; and (ii) during shall immediately cease in the sixevent you become eligible for similar coverage through a new employer, and you must notify the Company within seven (7) business days of becoming eligible for such different coverage.
(d) You will be entitled to continued basic term-month life insurance coverage at no cost to you through (i) the end of the one (1) year period commencing on following the Termination Date Separation Date; (ii) until the effective date of any similar life insurance coverage obtained through a new employer; or (iii) the date you refuse coverage from your new employer, whichever is sooner (you must notify the Company within seven (7) business days of becoming eligible for life insurance coverage); and if currently enrolled, continued optional life insurance coverage, provided that Employee is eligible you continue to elect and elects make the applicable monthly premium payments to continue coverage for himself and his eligible dependents under the Company’s group heath insurance plan pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended .
(“COBRA”), or similar state lawe) At your request, the Company shall reimburse Employee on a monthly basis will provide you with the services of an outplacement agency as selected by and for such period of time and for such services as determined by the difference between Company; provided that in no event will the amount Employee pays duration of such outplacement services exceed the one (1) year period following the Separation Date and that any reimbursement to effect and continue such coverage under COBRA and the employee contribution amount that active employees of be paid by the Company pay for the same or similar coverage; provided, however, that Employee shall notify the Company in writing within five days after he becomes eligible after the Termination Date for group health insurance coverage, if any, through subsequent employment or otherwise and the Company shall have no further reimbursement obligation after Employee becomes eligible for group health insurance coverage due to subsequent employment or otherwise. The Separation Pay shall be paid to Employee in a lump sum within 60 days of the Termination Date; provided, however, that no Separation Pay shall be paid to Employee unless the Company receives, on or within 55 days after the Termination Date, an executed and fully effective copy of the Release (as defined below). Any COBRA reimbursements due under this Section shall such services will be made by the last day end of the month year following the month year in which the applicable premiums were paid by Employee. For the avoidance of doubt, Employee shall not be entitled to the Separation Benefits if this Agreement is terminated (i) due to Employee’s death; (ii) by the Company due to Employee’s Inability to Perform; (iii) by the Company for Cause; (iv) by Employee without Good Reason; or (v) by non-renewal by Employee in accordance with Sections 4(b) and 6(f)Date occurs.
Appears in 1 contract
Separation Benefits. If As consideration for Employee’s execution and performance of his obligations under this Agreement is terminated either by the Company without Cause in accordance with Section 6(c) (including the Companyrelease set forth in Section 4 and as consideration for Employee’s non-renewal execution of this Agreement) or by the Exhibit B Release after the Retirement Date in the time period described in Exhibit B Release and upon the Exhibit B Release becoming irrevocable on the Exhibit B Release Effective Date as defined therein), which Employee resigning his employment for Good Reason in accordance with Section 6(d)acknowledges is good and valuable consideration, the Company shall have no further obligation to provide Employee under this Agreement, except the Company shall provide the Accrued Obligations to Employee in accordance with Section 7(a) plus the following payments and benefits (collectively, the “Separation Benefits”) to Employee: (i) an amount :
a. The Company will pay a cash lump sum severance payment equal to one times the sum of the Base Salary in effect immediately before the Termination Date plus the Annual Bonus received by Employee for the fiscal year preceding the Termination Date (or if Employee was employed for less than one full fiscal year $1,728,000 to be paid on July 2, 2015.
b. All unvested Company stock options granted prior to the Termination DateDecember 31, the Annual Bonus for purposes of this Section 7 2013 shall be 100% vested, and the Annual Bonus payable during Employee will have two (2) years from the current fiscal year at the target amount provided above) (togetherRetirement Date to exercise his unexercised, the “Separation Pay”); and (ii) during the six-month period commencing unexpired Company stock options outstanding on the Termination Retirement Date that Employee is eligible to elect and elects to continue coverage for himself and his eligible dependents under the Company’s group heath insurance plan pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), or similar state law, the Company shall reimburse Employee on a monthly basis for the difference between the amount Employee pays to effect and continue such coverage under COBRA and the employee contribution amount that active employees of the Company pay for the same or similar coverage; provided, however, that Employee the exercise period for any such option shall notify not exceed its original term in accordance with Code Section 409A.
c. The Company shall pay a transition bonus in a cash lump sum in an amount equal to $576,000 for the successful transition of the Employee’s successor to CEO and President of the Company effective December 19, 2014. Such transition bonus will be paid on July 2, 2015.
d. Except as specifically provided herein with respect to stock options or in writing within five days after he becomes eligible after the Termination Date for group health insurance coverageSection 3(b) hereof; all other unvested equity awards, if anyincluding, through subsequent employment or otherwise but not limited to, restricted stock units and the Company performance units shall be cancelled and Employee shall have no further reimbursement obligation after other rights with respect thereto. Employee becomes eligible for group health insurance coverage due agrees that the Separation Benefits, the non-employee directors awards in Section 2 and Section 3(a) and (b) are in addition to subsequent employment or otherwise. The Separation Pay shall be paid anything of value to which Employee in a lump sum within 60 days already is entitled from the Company and its Affiliates and acknowledges the sufficiency of the Termination Date; provided, however, that no Separation Pay shall be paid to Employee unless consideration for the Company receives, on or within 55 days after the Termination Date, an executed and fully effective copy of the Release (as defined below). Any COBRA reimbursements due under release set forth in this Section shall be made by 4 (including the last day of Board exercising its discretion to award the month following the month transition bonus described in which the applicable premiums were paid by Employee. For the avoidance of doubt, Employee shall not be entitled to the Separation Benefits if this Agreement is terminated (i) due to Employee’s death; (ii) by the Company due to Employee’s Inability to Perform; (iii) by the Company for Cause; (iv) by Employee without Good Reason; or (v) by non-renewal by Employee in accordance with Sections 4(bSection 5(c)) and 6(f)the Exhibit B Release.
Appears in 1 contract
Separation Benefits. If Provided Executive executes this Agreement is terminated either by Separation Agreement, and does not revoke it during the Company without Cause in accordance with Section 6(c) Revocation Period (including the Company’s non-renewal of this Agreement) or by Employee resigning his employment for Good Reason in accordance with Section 6(das defined below), the Company shall have no further obligation agrees to Employee under this Agreement, except the Company shall provide the Accrued Obligations to Employee in accordance Executive with Section 7(a) plus the following payments and benefits (collectively, the “Separation Benefits”):
(a) On or before February 2, 2015, but in no event prior to Employee: (i) January 1, 2015, the Company shall pay to the Executive, in a lump-sum, an amount equal to one times the sum of the Base Salary in effect immediately before the Termination Date plus the Annual Bonus received by Employee for the fiscal year preceding the Termination Date $1,150,000.00, less applicable withholdings.
(or if Employee was employed for less than one full fiscal year prior to the Termination Date, the Annual Bonus for purposes of this Section 7 shall be the Annual Bonus payable during the current fiscal year at the target amount provided aboveb) (together, the “Separation Pay”); and (ii) during the six-month period commencing on the Termination Date that Employee is eligible to elect and Provided Executive elects to continue his medical care coverage for himself and his eligible dependents under the Company’s group heath insurance plan pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), or similar state law, the Company shall reimburse Employee will pay the premiums associated with such continued coverage on the first of each month commencing on January 1, 2015 and continuing until the earlier of (i) the date that the Executive becomes covered by the medical plan of a monthly basis for subsequent employer, (ii) the difference between the amount Employee pays to effect and continue such coverage under COBRA and the employee contribution amount that active employees of the Company pay for the same or similar coverage; provided, however, that Employee shall notify the Company in writing within five days after date he becomes eligible after the Termination Date for group health insurance coverage, if any, through subsequent employment or otherwise and the Company shall have is no further reimbursement obligation after Employee becomes longer eligible for group health insurance continued medical coverage due pursuant to subsequent employment or otherwise. The Separation Pay shall be paid to Employee in a lump sum within 60 days of the Termination Date; providedCOBRA, howeverand (iii) June 1, that no Separation Pay shall be paid to Employee unless the Company receives, on or within 55 days after the Termination Date, an executed and fully effective copy of the Release 2016 (as defined belowinclusive). Any COBRA reimbursements due under this Section shall be made by the last day of the month following the month in which the applicable premiums were paid by Employee. For the avoidance of doubt, Employee the Company’s payment of the COBRA premium will not commence until after the Effective Date (as defined in Section 5(c) below), provided, however, that if the Effective Date is after January 1, 2015, the first payment will include that premium payment that would have been paid had the payments commenced on January 1, 2015.
(c) As of the Effective Date, 11,111 restricted stock units (the “RSUs”) granted to Executive pursuant to that certain Restricted Stock Unit Agreement dated March 7, 2014 (the “RSU Award Agreement”) will vest. The Company and Executive agree that all of the RSUs were unvested as of the Separation Date, and any RSUs granted to Executive that have not vested as of the Separation Date or pursuant to this Separation Agreement will be forfeited. The RSUs that will vest pursuant this Separation Agreement will continue to be governed by the terms of the RSU Award Agreement and the Xxxxxx Resources, Inc. 2010 Stock Incentive Plan (the “Plan”). Pursuant to Section 7 of the RSU Award Agreement, in satisfaction of Executive’s income and payroll tax obligations (the “Tax Obligations”) arising out of his receipt of the shares of Common Stock covered by the RSUs, the Company shall not be entitled deliver to the Separation Benefits if this Agreement is terminated Executive that number of shares of Common Stock covered by the RSUs, less the number of shares of Common Stock covered by the RSUs having an aggregate fair market value as of the transfer date equal to the Tax Obligations.
(d) As of the Effective Date, 33,333 shares of Company Common Stock covered by that certain Incentive Stock Option Grant dated March 7, 2014 (the “Option”) will vest. Executive will have until the earlier of (i) due to Employee’s death; the ninetieth (90th) day following the Separation Date, and (ii) the expiration of the term of the Option, to exercise the vested and outstanding portion of the Option. The Company and Executive agree that all of the Option is unvested as of the Separation Date, and any part of the Option that has not vested as of the Separation Date or pursuant to this Separation Agreement will be forfeited. That part of the Option that has vested as of the Separation Date will continue to be governed by the Company due to Employee’s Inability to Perform; (iii) terms of the Option and the Plan, as modified by this Section 2(d). Executive acknowledges and agrees that only that part of the Company for Cause; (iv) by Employee without Good Reason; or (v) by Option covering 21,691 shares of Common Stock will be considered an “incentive stock option” within the meaning of Section 422 of the Internal Revenue Code of 1986, as amended. The part of the Option covering the remaining 11,642 shares of Common Stock shall be non-renewal by Employee in accordance with Sections 4(b) and 6(f)qualified.
Appears in 1 contract
Separation Benefits. 4.1 If this Agreement Employee’s employment is terminated either by the Company without Cause in accordance with for any reason other than for Cause, death or disability and Section 6(c4.2 does not apply, Employee shall be entitled to the following separation benefits:
(a) (including the Company’s non-renewal of this Agreement) or by Employee resigning his employment for Good Reason in accordance with Section 6(d), the The Company shall have no further obligation pay, or cause to be paid, to Employee under this Agreement, except within 30 days of the Company shall provide the Accrued Obligations to Employee in accordance with Section 7(a) plus the following payments and benefits (collectively, the “Separation Benefits”) to Employee: Termination Date (i) the full base salary earned by Employee through, but unpaid at, the Termination Date, plus (ii) credit for any vacation earned by Employee but not used at the Termination Date, plus (iii) all other amounts owed by the Company to Employee (other than any bonus payment of any kind) but unpaid as of the Termination Date.
(b) The Company shall pay, or cause to be paid, to Employee (i) in a lump sum not later than thirty (30) days after the Termination Date an amount equal to one times 100% of the sum of (A) Employee’s base annual salary at the Base Salary highest rate in effect at any time during the twelve (12) months immediately before the Termination Date plus the Annual Bonus received by Employee for the fiscal year preceding the Termination Date Date, and (or if Employee was employed B) Employee’s targeted bonus for less than one full fiscal the current year, and (ii) Employee’s bonus for the year prior of termination prorated to the Termination Date, the Annual Bonus for purposes of this Section 7 shall be the Annual Bonus payable during the current fiscal year paid at the target amount provided abovetime such bonus would have been paid if Employee had remained employed to the date of payment and calculated based on achievement of the applicable performance criteria applicable to such bonus payment.
(c) The Company shall provide to Employee for a period of twelve (together, the “Separation Pay”); and (ii12) during the six-month period commencing on months after the Termination Date that Employee is eligible to elect and elects to continue medical and/or dental coverage for himself and his eligible dependents under the Company’s group heath insurance plan pursuant medical and/or dental plans, without any cost to the Consolidated Omnibus Budget Reconciliation Act Employee in excess of 1985, as amended (“COBRA”), or similar state law, the Company shall reimburse Employee on a monthly basis for the difference between the amount Employee pays to effect and continue such coverage under COBRA and the any employee contribution amount that active employees would be payable by Employee if Employee remained employed by a member of the Company pay for the same or similar coverageCompany; provided, however, that if Employee becomes employed with another employer during such twelve (12)-month period and is eligible to receive medical and/or dental coverage under another employer-provided plan, the medical and/or dental coverage described herein shall notify be secondary to those provided under such other plan.
(d) The restrictions applicable to each share of non-vested restricted stock of Bxxxx Shoe held by Employee that would have vested within the Company in writing within five days after he becomes eligible after two (2) year period following the Termination Date for group health insurance coverage, if any, through subsequent employment or otherwise and had Employee remained employed by the Company shall lapse as of the Termination Date.
(e) Each non-vested option to purchase Bxxxx Shoe stock held by Employee that would have no further reimbursement obligation after vested within the two (2) year period following the Termination Date had Employee becomes eligible remained employed by the Company shall vest as of the Termination Date.
(f) The Company shall pay the reasonable costs of outplacement services selected by the Company for group health insurance coverage due to subsequent employment or otherwise. The Separation Pay shall be paid to Employee in a lump sum within 60 days reasonable period of time following the Termination Date; provided, however, that no Separation Pay such outplacement services shall be paid to Employee unless the Company receives, on or within 55 days provided after the Termination Date, an executed and fully effective copy of the Release (as defined below). Any COBRA reimbursements due under this Section shall be made by the last day of the month second calendar year following the month calendar year in which the applicable premiums were paid by Termination Date occurs.
4.2 If Employee. For the avoidance of doubt, Employee shall not be entitled to the Separation Benefits if this Agreement ’s employment is terminated within twenty-four (i24) due to Employee’s death; months after a Change of Control (ii) by the Company due to Employee’s Inability to Perform; (iiix) by the Company for any reason other than for Cause; , death or disability, or (ivy) by Employee without within ninety (90) days after the occurrence of Good Reason, Employee shall be entitled to the following separation benefits in place of, and not in addition to, the benefits set forth in Section 4.1:
(a) The Company shall pay, or cause to be paid, to Employee within 30 days of the Termination Date (i) the full base salary earned by Employee through, but unpaid at, the Termination Date, plus (ii) credit for any vacation earned by Employee but not taken at the Termination Date, plus (iii) all other amounts owed by the Company to Employee (other than any bonus payment of any kind) but unpaid as of the Termination Date.
(b) The Company shall pay, or cause to be paid, to Employee (i) in a lump sum six (6) months after the Termination Date an amount equal to 200% of the sum of (A) Employee’s base annual salary at the highest rate in effect at any time during the twelve (12) months immediately preceding the Termination Date, and (B) Employee’s targeted bonus for the current year; and (ii) Employee’s targeted bonus payment for the year of termination prorated to the Termination Date.
(c) The Company shall provide to Employee for a period of eighteen (18) months after the Termination Date medical and/or dental coverage under the Company’s medical and dental plans, without any cost to Employee in excess of any employee contribution that would be payable by Employee if Employee remained employed by the Company; provided, however, that if Employee becomes employed with another employer during such eighteen (18)-month period and is eligible to receive medical and/or dental coverage under another employer-provided plan, the medical and/or dental coverage described herein shall be secondary to those provided under such other plan. In addition, on the last day of such eighteen (18)-month period, the Company shall pay, or cause to be paid, to Employee an amount in cash equal to the aggregate amount that would be payable by the Company for such medical and/or dental coverage for six (v6) months if Employee remained employed by the Company for such period.
(d) The restrictions applicable to each share of non-renewal vested restricted stock of Bxxxx Shoe held by Employee shall lapse and be exercisable as of the Termination Date.
(e) Each non-vested option to purchase Bxxxx Shoe stock held by Employee shall vest and be exercisable as of the Termination Date.
(f) For purposes of determining Employee’s benefit under the Company’s Supplemental Employment Retirement Plan, an additional two (2) years of Credited Service shall be credited to Employee’s actual or deemed Credited Service.
(g) The Company shall pay the reasonable costs of outplacement services selected by the Company for a reasonable period of time following the Termination Date; provided, however, that no such outplacement services shall be provided after the last day of the second calendar year following the calendar year in accordance with which the Termination Date occurs.
4.3 If Employee’s employment is terminated for any reason other than such reasons specified in Sections 4(b4.1 and 4.2, the Company shall pay, or cause to be paid, to Employee within 30 days of the Termination Date (i) the full base salary earned by Employee through, but unpaid at, the Termination Date, plus (ii) credit for any vacation earned by Employee but not taken at the Termination Date, plus (iii) all other amounts owed by the Company to Employee (other than any bonus payment of any kind) but unpaid as of the Termination Date.
4.4 The benefits set forth in Sections 4.1(c) and 6(f)4.2(c) shall run concurrently with any period of continuation coverage to which Employee is entitled under Section 601 of ERISA. Upon Employee’s re-employment during the period specified in each such Section, to the extent covered by the new employer’s plan, coverage under the Company’s plan shall lapse, subject to any continuation of coverage rights under Section 601 of ERISA. Employee’s participation in and/or coverage under all other employee benefit plans, programs or arrangements sponsored or maintained by the Company shall cease effective as of the Termination Date except as otherwise provided in such employee benefit plan, program or arrangement.
Appears in 1 contract
Separation Benefits. If this Agreement is terminated either by (a) Provided that Executive agrees to and accepts the Company without Cause in accordance with Section 6(c) (including the Company’s non-renewal terms of this Agreement) or by Employee resigning , and does not timely revoke his employment for Good Reason acceptance, and further provided that, upon the Separation Date, Executive executes and delivers, and does not timely revoke, a general release in accordance with Section 6(d)the form attached as Exhibit A, the Company Executive shall have no further obligation to Employee under this Agreement, except the Company shall provide the Accrued Obligations to Employee in accordance with Section 7(a) plus receive the following payments and benefits (collectively, the “Separation Benefits”) to Employee: ):
(i) the amount of $244,795, less applicable deductions and withholdings, payable in equal installments and in accordance with the Company’s regular and customary payroll practices, over the period commencing on January 1, 2011 and ending on December 31, 2011 (the “Benefits Period”);
(ii) an amount equal to one times the sum of the Base Salary in effect immediately before the Termination Date plus the Annual Bonus received by Employee for the fiscal year preceding the Termination Date (or if Employee was employed for less than one full fiscal year prior to the Termination Date, the Annual Bonus for purposes of this Section 7 shall be the Annual Bonus payable to Executive for fiscal year 2010 pursuant to the Employment Agreement, calculated based on Executive’s target percentage of 60% of Annual Base Salary and achievement by the Company of its bonus target for such year, such amount to be paid on or about the date on which the Company pays bonuses to other members of the Company’s senior management in respect of such year;
(iii) the amount of $50,000, less applicable deductions and withholdings, payable in one (1) lump sum payment within ten (10) business days following the Separation Date; provided that upon the Separation Date, Executive returns the Company’s automobile to the Company;
(iv) continuation of participation in all welfare and benefits plans during the current fiscal year Benefits Period at the target amount provided abovesame level offered to and enrolled in by the Executive and members of his family prior to commencement of the Transition Period at the expense of the Company until the earlier of (a) (together, expiration of the “Separation Pay”); Benefits Period and (iib) during the six-month period commencing on the Termination Date date that Employee Executive is eligible to elect receive coverage and elects to continue coverage for himself and his eligible dependents under the Company’s group heath insurance plan pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), or similar state law, the Company shall reimburse Employee on benefits from a monthly basis for the difference between the amount Employee pays to effect and continue such coverage under COBRA and the employee contribution amount that active employees of the Company pay for the same or similar coveragenew employer; provided, however, that Employee shall notify the Company if Executive is precluded from continuing his participation in writing within five days after he becomes eligible after the Termination Date for group health insurance coverageany such welfare or benefit plan, if any, through subsequent employment or otherwise and then the Company shall have no further reimbursement obligation after Employee becomes eligible pay the economic equivalent of the benefits provided under such plan for group health insurance coverage due to subsequent employment or otherwise. The Separation Pay the period specified above, it being understood that the economic equivalent of a benefit foregone shall be paid deemed to Employee be the cost in a lump sum within 60 days the State of New York that would reasonably be incurred by Executive in obtaining such benefit himself on an individual basis;
(v) utilization of an executive-level outplacement through the end of the Termination Date; provided, however, that no Separation Pay shall be paid to Employee unless Benefits Period with a vendor selected by the Company;
(vi) waiver of objections from the Company receives, on or within 55 days after the Termination Date, an executed regarding Executive’s lawful application to receive unemployment benefits.
(b) Executive agrees and fully effective copy acknowledges that his receipt of the Release (as defined Separation Benefits is subject to and conditioned upon his strict compliance with this Agreement, including without limitation the covenants set forth in Sections 7, 8, 9, 10 and 11 below). Any COBRA reimbursements due under this Section Executive further agrees that, should he fail to comply with any such covenants, the Company, in addition to any other legal or equitable remedies available to it, shall be made by the last day of the month following the month in which the applicable premiums were paid by Employee. For the avoidance of doubt, Employee shall not be entitled to immediately and forever cease payment of the Separation Benefits if Benefits, and to recover any consideration already paid to Executive under this Agreement, including without limitation the Separation Benefits.
(c) Executive agrees and acknowledges that, other than as set forth in this Agreement, Executive is not entitled to and shall not receive any additional compensation, payments or benefits of any kind from the Company, and that no representations or promises to the contrary have been made to Executive. Executive further agrees and acknowledges that the payments and benefits set forth in this Agreement is terminated exceed the consideration to which Executive would otherwise be entitled, and that such payments and benefits constitute good and sufficient consideration for the promises and covenants of Executive set forth herein.
(id) due to Employee’s death; (ii) by Executive agrees and acknowledges that the Company due shall not have an obligation in the future to Employee’s Inability reemploy Executive, or to Perform; (iii) by the Company for Cause; (iv) by Employee without Good Reason; or (v) by non-renewal by Employee in accordance enter into any other business arrangement of any kind with Sections 4(b) and 6(f)Executive.
Appears in 1 contract
Separation Benefits. If this Pursuant to Paragraph 3 of your Change in Control and Severance Agreement is terminated either by (“CIC and Severance Agreement”) that you entered into with the Company without Cause upon hire, and in accordance consideration for your execution of, non-revocation, and compliance with Section 6(c) (this Agreement, including the Company’s non-renewal waiver and release of this Agreement) or by Employee resigning his employment for Good Reason claims in accordance with Section 6(d)5, the Company shall have no further obligation agrees to Employee under this Agreement, except the Company shall provide the Accrued Obligations to Employee in accordance with Section 7(afollowing benefits:
(a) plus the following payments and benefits (collectively, the “Separation Benefits”) to Employee: (i) The Company will pay you an amount equal to one times the sum nine (9) months of the your Base Salary ($318,750), payable in effect immediately before a lump sum, less applicable withholdings, within five (5) business days after the Termination Effective Date plus the Annual Bonus received by Employee for the fiscal year preceding the Termination Date (or if Employee was employed for less than one full fiscal year prior to the Termination Date, the Annual Bonus for purposes of this Agreement (as defined in Section 7 shall be the Annual Bonus payable during the current fiscal year at the target amount provided above5(d)).
(b) (together, the “Separation Pay”); and (ii) during the six-month period commencing on the Termination Date Provided that Employee is eligible to elect and elects to continue you enroll for continued healthcare coverage for himself and his eligible dependents under the Company’s group heath insurance plan pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), or similar state law, the Company shall reimburse Employee on a monthly basis directly pay the COBRA premiums for you and your covered dependents for nine (9) month following the difference between Separation Date. Notwithstanding the amount Employee pays foregoing, (i) if any plan pursuant to effect and continue which such coverage under COBRA and benefits are provided is not, or ceases prior to the employee contribution amount that active employees expiration of the Company pay for period of continuation coverage to be, exempt from the same application of Section 409A of the Code under Treasury Regulation Section 1.409A-1(a)(5), or similar coverage; provided, however, that Employee shall notify (ii) the Company in writing within five days after he becomes eligible after the Termination Date for is otherwise unable to continue to cover you under its group health insurance coverageplans without penalty under applicable law (including without limitation, if anySection 2716 of the Public Health Service Act), through subsequent employment or otherwise and the then, in either case, an amount equal to each remaining Company subsidy shall have no further reimbursement obligation after Employee becomes eligible for group health insurance coverage due to subsequent employment or otherwise. The Separation Pay shall thereafter be paid to Employee you in substantially equal monthly installments. After the Company ceases to pay premiums pursuant to this Section 3(b), you may, if eligible, elect to continue healthcare coverage at your expense in accordance the provisions of COBRA.
(c) Outplacement placement assistance through the Company’s provider for a lump sum within 60 days period of the Termination Date; providednine (9) months. The benefits set forth in subsections (a), however(b), that no Separation Pay and (c) above shall be paid collectively referred to Employee unless herein as the “Severance Benefits.” You understand, acknowledge and agree that these Severance Benefits are being provided to you in exchange for your executing, not revoking and complying with this Agreement. You further acknowledge no entitlement to any additional payment or consideration not specifically referenced herein. To become effective, you must execute this Agreement and deliver it to the Company receives, on or within 55 no later than twenty-one (21) days after the Termination Date, an executed and fully effective copy of the Release (as defined below). Any COBRA reimbursements due under this Section shall be made by the last day of the month following the month in which the applicable premiums date you were paid by Employee. For the avoidance of doubt, Employee shall not be entitled to the Separation Benefits if provided this Agreement is terminated (i) due to Employee’s death; (ii) by the Company due to Employee’s Inability to Perform; (iii) by the Company for Cause; (iv) by Employee without Good Reason; or (v) by non-renewal by Employee and not revoke it in accordance with Sections 4(b) and 6(fSection 5(d).
Appears in 1 contract
Samples: Separation Agreement (Adverum Biotechnologies, Inc.)
Separation Benefits. If this Agreement is terminated either by the Company without Cause in accordance with Section 6(c) (including the Company’s non-renewal of this Agreement) or by Employee resigning his employment for Good Reason in accordance with Section 6(d), the Company shall have no further obligation to Employee under this Agreement, except the Company shall provide the Accrued Obligations to Employee in accordance with Section 7(a) plus the following payments and benefits (collectively, the “Separation Benefits”) to Employee: (i) an amount equal to one (1) times the sum of the Base Salary in effect immediately before the Termination Date plus the Annual Bonus received by Employee for the fiscal year preceding the Termination Date (or if Employee was employed for less than one full fiscal year prior to the Termination Date, the Annual Bonus for purposes of this Section 7 shall be the Annual Bonus payable during the current fiscal year at the target amount provided above) (together, the “Separation Pay”); and (ii) during the six-month period commencing on the Termination Date that Employee is eligible to elect and elects to continue coverage for himself and his eligible dependents under the Company’s group heath insurance plan pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), or similar state law, the Company shall reimburse Employee on a monthly basis for the difference between the amount Employee pays to effect and continue such coverage under COBRA and the employee contribution amount that active employees of the Company pay for the same or similar coverage; provided, however, that Employee shall notify the Company in writing within five days after he becomes eligible after the Termination Date for group health insurance coverage, if any, through subsequent employment or otherwise and the Company shall have no further reimbursement obligation after Employee becomes eligible for group health insurance coverage due to subsequent employment or otherwise. The Separation Pay shall be paid to Employee in a lump sum within 60 days of the Termination Date; provided, however, that no Separation Pay shall be paid to Employee unless the Company receives, on or within 55 days after the Termination Date, an executed and fully effective copy of the Release (as defined below). Any COBRA reimbursements due under this Section shall be made by the last day of the month following the month in which the applicable premiums were paid by Employee. For the avoidance of doubt, Employee shall not be entitled to the Separation Benefits if this Agreement is terminated (i) due to Employee’s death; (ii) by the Company due to Employee’s Inability to Perform; (iii) by the Company for Cause; (iv) by Employee without Good Reason; or (v) by non-renewal by Employee in accordance with Sections 4(b2(b) and 6(f).
Appears in 1 contract
Samples: Employment Agreement (Riley Exploration - Permian, LLC)
Separation Benefits. If In accordance with Section 5(b)(ii) of the Employment Agreement (as amended), if (before January 31, 2024): (a) Employee signs, dates and returns this Agreement is terminated either by to the Company without Cause Company, and Employee allows it become effective in accordance with its terms, and (b) Employee complies with the terms of this Agreement and Employee’s other continuing obligations owed to the Company, the Company will provide Employee with the total aggregate of: (1) payment to Employee an amount equal to one year of her annual Base Salary ($360,000.00), payable in substantially equal installments (with the possible exception of the first installment which to the extent necessary will include an additional amount covering the time period from the Termination Date through the pay period covered by such first installment) at regular payroll intervals (beginning on the first payroll period following the Effective Date (defined below); (2) accelerate the vesting of certain of Employee’s equity compensation awards as provided in Section 6(c5(b)(ii) (including of the Employment Agreement, in satisfaction of the Company’s nonobligations pursuant to Section 5(b)(ii) of the Employment Agreement; and (3) continuation benefits for one-renewal year from the Termination Date with such benefits being: group health benefits; participation in retirement plans; life, disability, accident insurance programs; an automobile allowance; cellphone/internet allowance; and accrual of this Agreementvacation time/paid time off (subclauses (1) or by Employee resigning his employment for Good Reason in accordance with Section 6(d), the Company shall have no further obligation to Employee under this Agreement, except the Company shall provide the Accrued Obligations to Employee in accordance with Section 7(athrough (3) plus the following payments and benefits (collectively, collectively hereinafter the “Separation Benefits”) to Employee: ). The Employee will be treated as an in-service employee for purposes of benefits continuation during any benefits continuation period (i) an amount equal to one times the sum which shall be a duration of the Base Salary in effect immediately before one-year following the Termination Date plus the Annual Bonus received by Employee for the fiscal year preceding the Termination Date (or if Employee was employed for less than one full fiscal year prior to the Termination Date, the Annual Bonus for purposes of this Section 7 shall be the Annual Bonus payable during the current fiscal year at the target amount provided above) (together, the “Separation Pay”); and (ii) during the six-month period commencing on the Termination Date that Employee is eligible to elect same benefit terms and elects to continue coverage for himself and his eligible dependents under the Company’s group heath insurance plan pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985, conditions in effect as amended (“COBRA”), or similar state law, the Company shall reimburse Employee on a monthly basis for the difference between the amount Employee pays to effect and continue such coverage under COBRA and the employee contribution amount that active employees of the Company pay for the same or similar coverage; provided, however, that Employee shall notify the Company in writing within five days after he becomes eligible after the Termination Date for group health insurance coverage, if any, through subsequent employment or otherwise and the Company shall have no further reimbursement obligation after Employee becomes eligible for group health insurance coverage due to subsequent employment or otherwise. The Separation Pay shall be paid to Employee in a lump sum within 60 days of the Termination Date; provided, however, that no Separation Pay ). The payments and benefits described in this Agreement shall be paid subject to Employee unless the Employer’s right to make customary and applicable deductions and withholdings, including, without limitation, for federal and state taxes, FICA, Medicaid and other customary payroll activities. Following the in-service period, the Company receiveswill also provide the Employee the option, on or within 55 days after for a period of thirty-six (36) months thereafter, at the Termination DateEmployee’s own expense to continue her medical, an executed dental, and fully effective copy vision benefits at the equivalent of her COBRA continuation cost, if and to the extent the continuation of such benefits is permitted under COBRA and other applicable law and the terms of the Release (as defined below)insurance policies. Any COBRA reimbursements due under Employee acknowledges that this Section shall be made by the last day of the month following the month in is consideration beyond that to which the applicable premiums were paid by Employee. For the avoidance of doubt, Employee shall is otherwise entitled if Employee did not be entitled to the Separation Benefits if enter into this Agreement is terminated (i) due and allow it to Employee’s death; (ii) by the Company due to Employee’s Inability to Perform; (iii) by the Company for Cause; (iv) by Employee without Good Reason; or (v) by non-renewal by Employee in accordance with Sections 4(b) and 6(f).become effective.
Appears in 1 contract
Samples: Separation and Release Agreement (Calavo Growers Inc)
Separation Benefits. If Provided that Executive (x) executes this Agreement is terminated either on or after the Separation Date and on or before June 18, 2024, returns a copy of this Agreement that has been executed by him to the Company without Cause so that it is received by Xxxxx Xxxxxx, Senior Vice President and General Counsel, 0000 Xxxxxx Xxxxxx, Suite 2020, Houston, Texas 77002 (email: xxxxxxx@xxxxxxxxxxxxxxxxxx.xxx) no later than 5:00 pm Houston, Texas time on June 18, 2024; and (y) remains in accordance compliance with Section 6(c) (including the Company’s non-renewal of this Agreement) or by Employee resigning his employment for Good Reason other terms and conditions set forth in accordance with Section 6(d), the Company shall have no further obligation to Employee under this Agreement, except Executive shall receive the following consideration:
(a) The Company shall provide the Accrued Obligations to Employee in accordance with Section 7(a) plus the following payments and benefits pay Executive $601,775.00 (collectively, the “Separation BenefitsSeverance Payment”) to Employee: (i) an amount equal to one times the in a single lump sum of the Base Salary in effect immediately before the Termination Date plus the Annual Bonus received by Employee for the fiscal year preceding the Termination Date (or if Employee was employed for less than one full fiscal year prior to the Termination Datecash payment, the Annual Bonus for purposes of this Section 7 which payment shall be made within sixty (60) days after the Annual Bonus payable during the current fiscal year at the target amount provided aboveSeparation Date.
(b) (together, the “Separation Pay”); If Executive timely and (ii) during the six-month period commencing on the Termination Date that Employee is eligible to elect and properly elects to continue coverage for himself Executive and his Executive’s spouse and eligible dependents dependents, if any, under the Company’s group heath insurance plan health plans pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended 1985 (“COBRA”)) similar in the amounts and types of coverage provided by the Company to Executive prior to the Separation Date, or similar state lawthen for a period of 12 months following the Separation Date, the Company shall promptly reimburse Employee Executive on a monthly basis for the difference between the entire amount Employee Executive pays to effect and continue such coverage under COBRA and the employee contribution amount that active employees of the Company pay for the same or similar coverage; provided, however, that Employee Executive’s rights to such reimbursements under this Section 2(b) shall terminate at the time Executive becomes eligible to be covered under a group health plan sponsored by another employer (and Executive shall immediately notify the Company in writing within five days after he the event that Executive becomes eligible after so eligible) and such coverage becomes effective (so long as Executive elects such coverage upon his first opportunity to do so). Notwithstanding anything in the Termination Date for group health insurance coveragepreceding provisions of this Section 2(b) to the contrary, if anythe election of COBRA continuation coverage and the payment of any premiums due with respect to such COBRA continuation coverage will remain Executive’s sole responsibility, through subsequent employment or otherwise and the Company will assume no obligation for payment of any such premiums relating to such COBRA continuation coverage.
(c) Pursuant to the terms of Executive’s Restricted Unit Award Grant Notice and Restricted Unit Award Agreement dated February 2, 2022, Restricted Unit Award Grant Notice and Restricted Unit Award Agreement dated February 1, 2023 and Restricted Unit Award Grant Notice and Restricted Unit Award Agreement dated January 31, 2024 (collectively, the Restricted Unit Agreements”), the Forfeiture Restrictions (as defined in the Restricted Unit Agreements) on the Applicable Restricted Units (as defined in the Restricted Unit Agreements), which consist of 3,628 common units (“Common Units”) in Black Stone Minerals, L.P., a Delaware limited partnership (the “Partnership”), shall automatically lapse as of the date Executive executes this Agreement and the Applicable Restricted Units shall immediately thereafter become Earned Units (as defined in the Restricted Unit Agreements).
(d) Pursuant to the terms of Executive’s LTI Award Grant Notice and LTI Award Agreement dated February 2, 2022 (the “2022 Performance Unit Agreement”), (i) 3,052 Performance Units (as defined in the 2022 Performance Unit Agreement) shall become earned and will be settled in Common Units and (ii) in accordance with Section 4 of the 2022 Performance Unit Agreement, additional Common Units will be issued to Executive in settlement of the tandem DERs (as defined in the 2022 Performance Unit Agreement) relating to the Performance Units that have no further reimbursement obligation after Employee becomes eligible for group health insurance coverage due to subsequent employment or otherwise. The Separation Pay shall be paid to Employee become earned, in a lump sum each case, as soon as administratively practicable following Executive’s execution of this Agreement but in any event within 60 days following Executive’s execution of this Agreement.
(e) Pursuant to the Termination Date; providedterms of Executive’s LTI Award Grant Notice and LTI Award Agreement dated February 1, however2023 (the “2023 Performance Unit Agreement”), that no Separation Pay shall be paid to Employee unless the Company receives, on or within 55 days after the Termination Date, an executed and fully effective copy of the Release (i) 7,443 Performance Units (as defined below). Any COBRA reimbursements due under this in the 2023 Performance Unit Agreement) shall become earned and will be settled in Common Units and (ii) in accordance with Section shall be made by the last day 4 of the month following 2023 Performance Unit Agreement, additional Common Units will be issued to Executive in settlement of the month tandem DERs (as defined in which the applicable premiums were paid by Employee. For the avoidance of doubt, Employee shall not be entitled 2023 Performance Unit Agreement) relating to the Separation Benefits if Performance Units that have become earned, in each case, as soon as administratively practicable following Executive’s execution of this Agreement is terminated but in any event within 60 days following Executive’s execution of this Agreement.
(f) Pursuant to the terms of Executive’s LTI Award Grant Notice and LTI Award Agreement dated January 31, 2024 (the “2024 Performance Unit Agreement”), (i) due to Employee’s death; 1,684 Performance Units (as defined in the 2024 Performance Unit Agreement) shall become earned and will be settled in Common Units and (ii) by the Company due to Employee’s Inability to Perform; (iii) by the Company for Cause; (iv) by Employee without Good Reason; or (v) by non-renewal by Employee in accordance with Sections 4(bSection 4 of the 2024 Performance Unit Agreement, additional Common Units will be issued to Executive in settlement of the tandem DERs (as defined in the 2024 Performance Unit Agreement) relating to the Performance Units that have become earned, in each case, as soon as administratively practicable following Executive’s execution of this Agreement but in any event within 60 days following Executive’s execution of this Agreement.
(g) Pursuant to the terms of Executive’s LTI Award Grant Notice and 6(fLTI Award Agreement – Performance Units (Aspirational Program) dated February 18, 2022 (the “2022 Aspirational Performance Unit Agreement” and, together with the Restricted Unit Agreements, the 2022 Performance Unit Agreement, the 2023 Performance Unit Agreement, and the 2024 Performance Unit Agreement, the “LTI Award Agreements”), 50,893 Performance Units (as defined in the 2022 Aspirational Performance Unit Agreement) shall remain outstanding and will continue to be subject to the terms of the 2022 Aspirational Performance Unit Agreement and will become earned only if the Performance Goal is achieved for the Performance Period (each as defined in the 2022 Aspirational Performance Unit Agreement). The remainder of the Performance Units granted under the 2022 Aspirational Performance Agreement are hereby forfeited. Settlement of any units earned under the 2022 Aspirational Performance Unit Agreement will be made consistent with the terms of that agreement. Executive acknowledges and agrees that the consideration described in this Section 2 represents the entirety of the amounts and other consideration Executive is eligible to receive as separation pay and benefits from the Company and any other Released Party and that Executive was not entitled to such pay or benefits but for his timely entry into this Agreement and compliance with the terms herein.
Appears in 1 contract
Separation Benefits. If Subject to the terms and conditions of this Agreement is terminated either by Agreement, Employee shall receive from the Company without Cause the following, which includes sums of money and benefits to which Employee is not otherwise entitled:
a. Regardless of whether Employee signs this Agreement, he shall receive a check for his base salary for the period January 1, 2013 through the Separation Date and a check in an amount equivalent to three (3) weeks at his base salary as of his Separation Date, as payment for accrued but unused vacation time available to Employee on the Separation Date. These payments will be made within ten (10) business days of the Separation Date. Employee will also receive reimbursement of expenses incurred up through the Separation Date that were as a result of conducting business activities on behalf of the Company, the reimbursement of which will be made per the Company’s expense reimbursement policy.
b. If Employee signs and does not revoke this Agreement, he shall receive a separation benefit of six (6) months salary continuation at the highest salary rate in effect for the Employee during the one-year period prior to the Separation Date ($175,000.00 per annum), less applicable deductions and withholdings. Payment of this separation benefit shall be made on a monthly basis in accordance with Section 6(c) (including the Company’s non-renewal regular payroll practices and such payments shall commence with the first payroll period following the “Effective Date” of this Agreement, as defined in Section 14 below. However, the entire separation benefit shall be paid on or before December 31, 2013.
c. If Employee signs and does not revoke this Agreement, he shall also receive an additional separation benefit of $42,750.00, which is equivalent to Employee’s target bonus under the Company’s Fiscal Year 2013 incentive compensation plan, for which Employee is not otherwise eligible by reason of his separation from service. Payment of this separation benefit shall be made on a monthly basis in six (6) or by Employee resigning his employment for Good Reason equal monthly installments of $7,125.00 in accordance with Section 6(d), the Company Company’s regular payroll practices and such payments shall have no further obligation to Employee under commence with the first payroll period following the “Effective Date” of this Agreement, except as defined in Section 14 below.
d. For the purposes of this Agreement, “applicable deductions and withholdings” shall include, but shall not be limited to, any federal, state and/or local taxes required to be withheld from the amounts paid to Employee pursuant to this Agreement or otherwise due from the Company, and any other amounts that the Company shall provide may be legally required to deduct or that Employee has voluntarily elected to have deducted from his earnings.
e. Employee agrees that he is not entitled to any other compensation (including, but not limited to, salary or bonuses) or benefits of any kind or description from the Accrued Obligations Company, or from or under any benefit plan sponsored by the Company, other than as described above and those in which he may already be vested.
f. The benefits and compensation payable under this Agreement are intended to Employee in accordance be exempt from or comply with the requirements of Section 7(a) plus 409A of the following payments Internal Revenue Code of 1986, as amended, and benefits the treasury regulations promulgated and other official guidance issued thereunder (collectively, “Section 409A”), and this Agreement shall be administered and interpreted consistent with that intent. In particular, the separation benefits are intended to be exempt from Section 409A.
g. Notwithstanding anything in this Agreement to the contrary, if at the time of the Employee’s separation from service with the Company he is a “Separation Benefits”) specified employee” as defined in Section 409A, and any payment payable under this Agreement as a result of such separation from service is required to be delayed by six months pursuant to Section 409A, then the Company will make such payment on the date that is six months following Employee: (i) an ’s separation from service with the Company. The amount of such payment will equal to one times the sum of the Base Salary in effect immediately before the Termination Date plus the Annual Bonus received by payments that would have been paid to Employee for the fiscal year preceding the Termination Date (or if Employee was employed for less than one full fiscal year prior to the Termination Date, the Annual Bonus for purposes of this Section 7 shall be the Annual Bonus payable during the current fiscal year at the target amount provided above) (together, the “Separation Pay”); and (ii) during the six-month period commencing immediately following his separation from service had the payment commenced as of such date. Each payment under this Agreement shall be designated as a “separate payment” within the meaning of Section 409A.
h. The Company makes no representations to Employee regarding the taxability and/or tax implications of this Agreement. Employee is solely responsible for any tax consequences associated with the payments made pursuant to this Agreement, including, but not limited to, any additional tax or penalty interest imposed by Section 409A. Employee agrees to defend, indemnify, reimburse and hold the Company harmless for any and all taxes, contributions, withholdings, fees, assessments, interest, costs, penalties and other charges that may be imposed on the Termination Date that Employee is eligible to elect and elects to continue coverage for himself and his eligible dependents under Company by the Company’s group heath insurance plan pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), or similar state lawInternal Revenue Service, the Company shall reimburse Employee on a monthly basis for the difference between the amount Employee pays to effect and continue such coverage under COBRA and the employee contribution amount that active employees New York State Tax Department or any other federal, state or local taxing authority by reason of the Company pay for payments above, the same or similar coverage; provided, however, that Employee shall notify the Company in writing within five days after he becomes eligible after the Termination Date for group health insurance coverage, if any, through subsequent employment or otherwise absence of withholdings and the Company shall have no further reimbursement obligation after Employee becomes eligible for group health insurance coverage due to subsequent employment or otherwise. The Separation Pay shall be paid to Employee in a lump sum within 60 days of the Termination Date; provided, however, that no Separation Pay shall be paid to Employee unless the Company receives, on or within 55 days after the Termination Date, an executed and fully effective copy of the Release (as defined below). Any COBRA reimbursements due under this Section shall be deductions made by the last day of the month following the month in which the applicable premiums were paid by Employee. For the avoidance of doubt, Employee shall not be entitled to the Separation Benefits if this Agreement is terminated (i) due to from certain payments above and/or Employee’s death; (ii) by the Company due to Employee’s Inability to Perform; (iii) by the Company for Cause; (iv) by Employee without Good Reason; or (v) by non-renewal by payment or late payment of taxes due, and Employee in accordance with Sections 4(b) and 6(f)alone assumes all liability for all such amounts.
Appears in 1 contract
Samples: Separation Agreement (Graham Corp)
Separation Benefits. (a) If this Agreement Executive is involuntarily terminated either without Cause or resigns for Good Reason (as each term is defined in Exhibit “A”) on or before December 31, 2007, Executive, shall be entitled to receive within fourteen (14) days of his/her termination, in lieu of any other separation and/or severance payments or benefits, the following:
(i) a lump sum payment equal to Executive’s accrued, but unpaid base salary through the date of termination, less all applicable deductions;
(ii) a lump sum payment equivalent to two (2) times Executive’s final annual base salary, less all applicable deductions;
(iii) a lump sum payment equivalent to two (2) times Executive’s annual performance bonus target as approved by the Company without Cause Compensation and Benefits Committee for the year in accordance with Section 6(cwhich he/she is terminated, less all applicable deductions;
(iv) (including a Prorated Portion of any unvested Performance RSUs awarded to Executive on or after January 1, 2005, shall vest on the Company’s non-renewal regularly scheduled vesting date, as provided in the grant agreement for such Performance RSUs, and will be subject to all restrictions regarding their sale or transfer as specified in the applicable grant agreement. For purposes of this Agreement) or by Employee resigning his employment for Good Reason in accordance with Section 6(d, the term “Performance RSUs” shall mean restricted stock units awarded to Executive pursuant to a grant agreement specifying that the actual number of stock units to ultimately be awarded at the end of the performance period is contingent upon specified criteria related to EDS’ performance. For purposes of this subparagraph 1(a)(iv), the Company “Prorated Portion” shall be determined by multiplying the number of Performance RSUs that would have no further obligation to Employee under this Agreementotherwise vested on the scheduled vesting date following the completion of the performance period if Executive had not previously separated from employment with EDS (based on EDS’ achievement of the specified performance metrics for the applicable Performance RSUs, except as provided in the Company shall provide the Accrued Obligations to Employee in accordance with Section 7(aapplicable grant agreement) plus the following payments and benefits (collectivelyby a fraction, the “Separation Benefits”) to Employee: (i) an amount equal to one times the sum numerator of the Base Salary in effect immediately before the Termination Date plus the Annual Bonus received by Employee for the fiscal year preceding the Termination Date (or if Employee was employed for less than one full fiscal year prior to the Termination Date, the Annual Bonus for purposes of this Section 7 which shall be the Annual Bonus payable during number of complete months between the current fiscal year at commencement date of the target amount provided above) (together, the “Separation Pay”); and (ii) during the six-month performance period commencing on the Termination Date that Employee is eligible to elect and elects to continue coverage for himself and his eligible dependents under the Company’s group heath insurance plan pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), or similar state law, the Company shall reimburse Employee on a monthly basis for the difference between the amount Employee pays to effect applicable Performance RSUs and continue such coverage under COBRA Executive’s separation date, and the employee contribution amount that active employees denominator being the total number of months in the Company pay performance period for the same or similar coverage; provided, however, that Employee shall notify the Company in writing within five days after he becomes eligible after the Termination Date for group health insurance coverage, if any, through subsequent employment or otherwise and the Company shall have no further reimbursement obligation after Employee becomes eligible for group health insurance coverage due to subsequent employment or otherwise. The Separation Pay shall be paid to Employee in a lump sum within 60 days of the Termination Date; provided, however, that no Separation Pay shall be paid to Employee unless the Company receives, on or within 55 days after the Termination Date, an executed and fully effective copy of the Release (as defined below). Any COBRA reimbursements due under this Section shall be made by the last day of the month following the month in which the applicable premiums were paid by Employee. For the avoidance of doubt, Employee shall not be entitled to the Separation Benefits if this Agreement is terminated (i) due to Employee’s death; (ii) by the Company due to Employee’s Inability to Perform; (iii) by the Company for Cause; (iv) by Employee without Good Reason; or (v) by non-renewal by Employee in accordance with Sections 4(b) and 6(f).Performance RSUs;
Appears in 1 contract
Samples: Executive Severance Benefit Agreement (Electronic Data Systems Corp /De/)
Separation Benefits. If In consideration for your entering into this Agreement is terminated either by and not revoking it, and provided that you have worked with your manager to transition all of your duties to the appropriate Company employee(s), delivered to the Company without Cause all Company property and have otherwise complied with the terms and conditions set forth in accordance with Section 6(c) this Agreement (including the Company’s delivery
1. and non-renewal revocation of this Agreement) or by Employee resigning his employment for Good Reason the "Second Release" described in accordance with Section 6(dparagraph 4 below), the Company shall have no further obligation will, subject to Employee under this Agreementthe terms herein, except the Company shall provide the Accrued Obligations you with:
a. Cash payments totaling $227,250, equal to Employee in accordance with Section 7(anine (9) plus the following payments months of your base salary, less applicable taxes and benefits withholdings (collectively, the “"Separation Payment"), payable as set forth in paragraph 4 below.
b. In addition, you shall continue to be eligible for a cash performance bonus for fiscal year 2015 (if any) in accordance with the Company's bonus plan and the Company's standard bonus payment practices, and subject to the discretion of the Compensation Committee of the Company's Board of Directors (the "Post-Termination Bonus").
c. In addition, the Company will pay you the cash equivalent of twelve (12) months of the COBRA premium for your healthcare insurance ("COBRA Payment"), less applicable taxes and withholdings. You will be separately notified of your right to continue your healthcare coverage under COBRA.
d. In addition, the restricted stock units that were granted to you on June 5, 2013 and June 3, 2014 under the Company's 2010 Stock Incentive Plan that would have vested on April 1, 2015 and July 1, 2015 (the "Vesting RSU Grants") shall continue to vest through July 1, 2015, such that all Vesting RSU Grants vesting on that date shall be vested, and all unvested RSUs shall be forfeited by you thereafter. In all other respects, the terms and conditions of all equity incentive grants that have been made to you under the Company's 2004 Stock Incentive Plan and 2010 Stock Incentive Plan shall remain as is and in full force and effect.
e. The Separation Payment, the Post-Termination Bonus (if any), the COBRA Payment and the Vesting RSU Grants are collectively referred to in this Agreement as the "Separation Benefits”) ." You acknowledge that the Company has no duty or obligation to Employee: (i) provide you the Separation Benefits absent this Agreement. Further, in the event that you are offered and you accept re-employment with the Company or employment with an amount equal to one times the sum affiliate of the Base Salary Company in effect immediately before the Termination Date plus the Annual Bonus received by Employee for the fiscal year preceding the Termination Date (or if Employee was employed for less than one full fiscal year prior a position and salary substantially equivalent to your position and salary on the Termination Date, your Separation Benefits will immediately cease. Any of your tax obligations and tax liability therefore, including without limitation, any penalties or interest based upon such tax obligations, that arise from the Annual Bonus for purposes of this Section 7 Separation Benefits and payments made to you shall be your sole responsibility and liability. All payments or benefits made under this Agreement to you shall be subject to applicable tax withholding laws and regulations and you shall be required to timely and fully satisfy any such withholding as a condition of receipt of any payments or benefits. The Company and Xx. Xxxxx agree and acknowledge that (a) the Annual Bonus payable during Separation Benefits provided under this Agreement are being provided in lieu of any post-employment benefits as may be set forth in the current fiscal year at the target amount provided above) (together, the “Separation Pay”); and (ii) during the six-month period commencing on the Termination Date that Employee is eligible to elect and elects to continue coverage for himself and his eligible dependents Employment Agreement or under the Company’s group heath insurance plan pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), or similar state law, the Company shall reimburse Employee on a monthly basis for the difference between the amount Employee pays to effect and continue such coverage under COBRA and the employee contribution amount that active employees of the Company pay for the same or similar coverage; provided, however, that Employee shall notify the Company in writing within five days after he becomes eligible after the Termination Date for group health insurance coverageany other agreement, if any, through subsequent employment or otherwise and the Company shall have no further reimbursement obligation after Employee becomes eligible for group health insurance coverage due to subsequent employment or otherwise. The Separation Pay shall be paid to Employee in a lump sum within 60 days of the Termination Date; provided, however, that no Separation Pay shall be paid to Employee unless the Company receives, on or within 55 days after the Termination Date, an executed and fully effective copy of the Release (as defined below). Any COBRA reimbursements due under this Section shall be made by the last day of the month following the month in which the applicable premiums were paid by Employee. For the avoidance of doubt, Employee shall not be entitled to the Separation Benefits if b) this Agreement is terminated as of the
2. Effective Date hereby supersedes and replaces in their entirety any and all compensation, severance, separation, benefits and/or termination plans, policies, agreements and/or programs between Xx. Xxxxx and Company (i) due to Employee’s death; (ii) by including, without limitation, the Company due to Employee’s Inability to Perform; (iii) by the Company for Cause; (iv) by Employee without Good Reason; or (v) by non-renewal by Employee in accordance with Sections 4(b) and 6(fEmployment Agreement).
Appears in 1 contract
Samples: Separation Agreement (RealD Inc.)
Separation Benefits. If As a consequence of the termination of the Executive’s employment as contemplated herein and in full discharge of the Company’s obligations due to the Executive thereunder, subject to (x) Executive executing this Agreement is terminated either by and executing the Company without Cause Release Agreement attached hereto as Exhibit A (the “Release”) within twenty-one (21) days of the Transition Date, (y) the Release becoming effective and irrevocable in accordance with Section 6(cits terms, and (z) Executive’s compliance with the terms and conditions of this Transition Agreement (including the Company’s non-renewal of this Agreement) or by Employee resigning his employment for Good Reason in accordance with pursuant to Section 6(d4 below), the Company shall have no further obligation pay to Employee under this Agreementthe Executive or her heirs or estate, except if applicable, the Company shall provide following (the Accrued Obligations to Employee “Severance Amount”): (i) the Executive’s Annual Base Salary for twelve (12) months following the Transition Date, payable in accordance with Section 7(athe Company’s normal payroll practices; (ii) plus the following payments and benefits Executive’s Average Annual Bonus, payable in accordance with the Company’s normal payroll practices; (collectively, the “Separation Benefits”) to Employee: (iiii) an amount equal to one times the sum product of (A) the Base Salary in effect immediately before the Termination Date plus the Highest Annual Bonus received by Employee for the fiscal year preceding the Termination Date and (or if Employee was employed for less than one full fiscal year prior to the Termination DateB) a fraction, the Annual Bonus for purposes numerator of this Section 7 shall be which is the Annual Bonus payable during number of days in the current fiscal year at through the target amount provided aboveTransition Date, and the denominator of which is 365, payable in lump sum; (iv) a cash payment in lieu of Welfare Benefit Continuation to the Executive and her family for twelve (together12) months following the Transition Date, payable in lump sum. In addition, subject to the conditions in clauses (x) – (z) of the preceding sentence, the “Separation Pay”); and (ii) during Company shall take all necessary action to provide that all of the six-month period commencing on the Termination Date that Employee is eligible to elect and elects to continue coverage for himself and his eligible dependents Executive’s accounts under the Company’s group heath insurance plan pursuant to Amended and Restated Deferred Compensation Program (the Consolidated Omnibus Budget Reconciliation Act of 1985, “DCP”) shall be fully vested (or equivalent treatment) as amended (“COBRA”), or similar state law, the Company shall reimburse Employee on a monthly basis for the difference between the amount Employee pays to effect and continue such coverage under COBRA and the employee contribution amount that active employees of the Company pay for the same or similar coverage; provided, however, that Employee shall notify the Company in writing within five days after he becomes eligible after the Termination Date for group health insurance coverage, if any, through subsequent employment or otherwise and the Company shall have no further reimbursement obligation after Employee becomes eligible for group health insurance coverage due to subsequent employment or otherwise. The Separation Pay shall be paid to Employee in a lump sum within 60 days of the Termination Transition Date; provided, however, that no Separation Pay payment of Executive’s accounts under the DCP shall be made generally in accordance with the DCP. Payments relating to the preceding subsections (i) through (iv) shall commence (or be paid in full, with respect to Employee unless lump sum payments) on the Company receivesfirst regular payroll period that follows the expiration of the release revocation period (the “Payment Commencement Date”); provided, on or within 55 days that any payments relating the preceding subsection (i) for payroll periods occurring after the Termination Transition Date and prior to the Payment Commencement Date shall be made on the Payment Commencement Date, an executed and fully effective copy of the Release (as defined below)without interest. Any COBRA reimbursements due The payments under this Section shall be made by the last day of the month following the month in which the 2 are subject to applicable premiums were paid by Employee. For the avoidance of doubt, Employee shall not be entitled to the Separation Benefits if this Agreement is terminated (i) due to Employee’s death; (ii) by the Company due to Employee’s Inability to Perform; (iii) by the Company for Cause; (iv) by Employee without Good Reason; or (v) by non-renewal by Employee in accordance with Sections 4(b) withholding and 6(f)taxes.
Appears in 1 contract
Samples: Transition Agreement (Hologic Inc)
Separation Benefits. If In consideration of your release and waiver of claims set forth in Section 3 below and in the reaffirmation of this Agreement in the form attached hereto as Exhibit A (the “Reaffirmation”), and subject to your execution, delivery and non-revocation of this Agreement and continued compliance with this Agreement, including but not limited to Sections 2(a), 11, 12, and 13 hereof, and in lieu of your right to receive the 2024 Target Bonus and the severance benefits to which you would otherwise be entitled to receive pursuant to the Offer Letter, provided that your employment is not terminated either by you or by the Company without for Cause prior to the Scheduled Separation Date and you perform your duties during the Transition Period in accordance with Section 6(c) (including the Company’s non-renewal of this Agreement) or by Employee resigning his employment for Good Reason in accordance with Section 6(d)good faith, the Company shall have no further obligation you will be entitled to Employee under this Agreement, except the Company shall provide the Accrued Obligations to Employee in accordance with Section 7(a) plus the following payments and separation benefits (collectively, the “Separation BenefitsConsideration”) to Employee: ):
(i) payment of an amount equal to one times $750,000, payable in a single lump sum on the sum of first regular payroll date following the Base Salary in effect immediately before the Termination Date plus the Annual Bonus received by Employee for the fiscal year preceding the Termination Reaffirmation Effective Date (or if Employee was employed for less than one full fiscal year prior to the Termination Date, the Annual Bonus for purposes of this Section 7 shall be the Annual Bonus payable during the current fiscal year at the target amount provided above) (together, the “Separation Pay”as defined in Exhibit A); and ;
(ii) subject to your timely election of COBRA continuation coverage after the Separation Date and payment of your premiums associated with such COBRA continuation coverage, payment of a subsidy by the Company on your behalf to the Company Group’s health plans (the “COBRA Subsidy”), during the sixtwelve-month period commencing on following the Termination Separation Date that Employee is eligible to elect and elects to continue coverage for himself and his eligible dependents under (the Company’s group heath insurance plan pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRACOBRA Severance Term”), or similar state lawso that, after giving effect to the Company COBRA Subsidy, you shall reimburse Employee on a monthly basis receive COBRA continuation coverage at the same rate that active, eligible employees pay for the difference between the amount Employee pays to effect and continue such coverage under during the COBRA Severance Term; subject to the same coverage limits, deductibles, co-insurance provisions, and other terms and conditions applicable to you as of the employee Separation Date, with your contribution amount that active to such plan to be paid by you in the same period (e.g., monthly, bi-weekly, etc.) as all other employees of the Company pay for the same or similar coverageGroup; provided, however, that Employee shall notify the Company in writing within five days after he becomes eligible after the Termination Date for group health insurance coverage, if any, through subsequent employment or otherwise and the Company shall have no further reimbursement obligation after Employee becomes eligible for group health insurance coverage due to subsequent employment or otherwise. The Separation Pay shall be paid to Employee in a lump sum within 60 days of the Termination Date; provided, however, that no Separation Pay shall be paid to Employee unless the Company receives, on or within 55 days after the Termination Date, an executed and fully effective copy of the Release (as defined below). Any COBRA reimbursements due under this Section shall be made by the last day of the month following the month in which the applicable premiums were paid by Employee. For the avoidance of doubt, Employee shall not be entitled to the Separation Benefits if this Agreement is terminated (i) due to Employee’s death; (ii) by the Company due to Employee’s Inability to Perform; and
(iii) by all of your then-outstanding equity awards will remain outstanding and continue to vest through the Company for Cause; (iv) by Employee without Good Reason; or (v) by non-renewal by Employee in accordance with Sections 4(b) and 6(f)Scheduled Separation Date.
Appears in 1 contract
Samples: Transition, Separation and Release Agreement (AdaptHealth Corp.)
Separation Benefits. If this Pursuant to Paragraph 3 of your Change in Control and Severance Agreement is terminated either by (“CIC and Severance Agreement”) that you entered into with the Company without Cause upon hire, in accordance consideration for your execution of, and compliance with Section 6(c) (this Agreement, including the Company’s non-renewal waiver and release of this Agreement) or by Employee resigning his employment for Good Reason claims in accordance with Section 6(d)6, the Company shall have no further obligation agrees to Employee under this Agreement, except the Company shall provide the Accrued Obligations to Employee in accordance with Section 7(afollowing benefits:
(a) plus the following payments and benefits (collectively, the “Separation Benefits”) to Employee: (i) The Company will pay you an amount equal to one times the sum nine (9) months of the your Base Salary ($294,000.12), payable in effect immediately before a lump sum, less applicable withholdings, within five (5) business days after the Termination Date plus the Annual Bonus received by Employee Parties execute this Agreement.
(b) Provided that you enroll for the fiscal year preceding the Termination Date (or if Employee was employed for less than one full fiscal year prior to the Termination Date, the Annual Bonus for purposes of this Section 7 shall be the Annual Bonus payable during the current fiscal year at the target amount provided above) (together, the “Separation Pay”); and (ii) during the six-month period commencing on the Termination Date that Employee is eligible to elect and elects to continue continued healthcare coverage for himself and his eligible dependents under the Company’s group heath insurance plan pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”)) and timely pay your COBRA premiums, or similar state law, the then Company shall reimburse Employee on a monthly basis you for the difference between COBRA premiums for you and your covered dependents through the amount Employee pays to effect earlier of (i) nine (9) months following the Separation Date and continue such coverage under COBRA (ii) the date you and the employee contribution amount that active employees of the Company pay for the same or similar coverage; provided, however, that Employee shall notify the Company in writing within five days after he becomes eligible after the Termination Date for group health insurance coverageyour covered dependents, if any, through subsequent employment become eligible for healthcare coverage under another employer’s plan(s). Notwithstanding the foregoing, (i) if any plan pursuant to which such benefits are provided is not, or otherwise and ceases prior to the expiration of the period of continuation coverage to be, exempt from the application of Section 409A of the Code under Treasury Regulation Section 1.409A-1(a)(5), or (ii) the Company shall have no further reimbursement obligation after Employee becomes eligible for is otherwise unable to continue to cover you under its group health insurance coverage due plans without penalty under applicable law (including without limitation, Section 2716 of the Public Health Service Act), then, in either case, an amount equal to subsequent employment or otherwise. The Separation Pay each remaining Company subsidy shall thereafter be paid to Employee you in a lump sum within 60 days substantially equal monthly installments. After the Company ceases to pay premiums pursuant to this Section 3(b), you may, if eligible, elect to continue healthcare coverage at your expense in accordance the provisions of the Termination Date; provided, however, that no Separation Pay COBRA. The benefits set forth in subsections (a) and (b) above shall be paid collectively referred to Employee unless herein as “Severance Benefits.” You understand, acknowledge and agree that these Severance Benefits are being provided to you in exchange for your executing and complying with this Agreement. You further acknowledge no entitlement to any additional payment or consideration not specifically referenced herein. To become effective, you must execute this Agreement and deliver it to the Company receives, on or within 55 no later than seven (7) days after the Termination Date, an executed and fully effective copy of the Release (as defined below). Any COBRA reimbursements due under date you were provided this Section shall be made by the last day of the month following the month in which the applicable premiums were paid by Employee. For the avoidance of doubt, Employee shall not be entitled to the Separation Benefits if this Agreement is terminated (i) due to Employee’s death; (ii) by the Company due to Employee’s Inability to Perform; (iii) by the Company for Cause; (iv) by Employee without Good Reason; or (v) by non-renewal by Employee in accordance with Sections 4(b) and 6(f)Agreement.
Appears in 1 contract
Samples: Separation Agreement (Adverum Biotechnologies, Inc.)
Separation Benefits. If this Agreement is terminated either by Other than with respect to Section 2(a) below, subject to the Executive’s execution no less than 21 days after the Employment Termination Date and the expiration of the applicable 7 calendar-day revocation period with respect to the release agreement attached hereto as Exhibit A (such release agreement, the “Release,” and the date upon which such revocation expires being referred to hereinafter as the “Release Effective Date”):
a. The Executive’s current salary and benefits shall continue through the Employment Termination Date, and the Company without Cause in accordance with Section 6(c) (including shall, no later than the Company’s non-renewal of this Agreement) first regularly scheduled payroll date for similarly situated employees that occurs on or by Employee resigning his employment for Good Reason after the Employment Termination Date, in accordance with Section 6(d), the Company shall have no further obligation to Employee under this Agreement, except the Company shall provide the Accrued Obligations to Employee in accordance with Section 7(a) plus the following payments and benefits (collectively, the “Separation Benefits”) to Employee: a lump sum (i) an amount equal to one times pay for any paid time off accrued through the sum of the Base Salary in effect immediately before the Termination Date plus the Annual Bonus received by Employee for the fiscal year preceding the Termination Date (or if Employee was employed for less than one full fiscal year prior to the Employment Termination Date, the Annual Bonus for purposes of this Section 7 shall be the Annual Bonus payable during the current fiscal year at the target amount provided above) (together, the “Separation Pay”); and (ii) during reimburse the six-Executive for all expenses paid or incurred by the Executive for which the Executive is entitled to reimbursement by the Company that remain outstanding as of the Employment Termination Date. The Executive’s participation in the Company’s Savings Plan and the Supplemental Savings Plan shall be governed by the terms of those plans and any applicable deferral election made by the Executive thereunder; it being understood that any unvested Company contributions to the Savings Plan and the Supplemental Savings Plan shall be forfeited as of the Employment Termination Date.
b. The Company shall pay the Executive $2,300,000 in cash, representing 200% of the Executive’s then current base salary rate, payable in equal consecutive regular payroll installments over a 24 month period commencing on the Company’s first regularly scheduled payroll date for similarly situated employees that occurs after the Release Effective Date and in any event no later than the 45th day following the Employment Termination Date.
c. The Company shall pay the Executive a pro rata portion (based on the number of days employed during fiscal year 2018 through and including the Employment Termination Date divided by the total number of calendar days in fiscal year 2018) of the annual bonus that Employee is the Executive would have been eligible to receive, if any, under the Bonus Plan, for fiscal year 2018 had the Executive’s termination not occurred at all; provided that the Company’s performance is such that a bonus would otherwise have been earned under the Bonus Plan (as determined by the Compensation Committee of the Board (the “Committee”) at the end of fiscal year 2018 in accordance with the Bonus Plan, in a manner consistent with annual bonuses for other members of the Company’s Executive Leadership Team), and the pro rata portion of such bonus, if any, will be paid on the date the bonus would otherwise have been paid under the Bonus Plan (which shall be the same payment date as such fiscal year 2018 bonuses are paid to other members of the Company’s Executive Leadership Team under the Bonus Plan).
d. The Company shall pay $40,000, in a lump sum, as a payment toward outplacement assistance or personal counseling services, payable on an after-tax basis on the Company’s first regularly scheduled payroll date for similarly situated employees that occurs after the Release Effective Date and in any event no later than the 45th day following the Employment Termination Date.
e. The Executive shall be entitled to purchase his current automobile provided by the Company by paying to the Company the wholesale value of such automobile as of the Employment Termination Date; provided that the Executive completes such purchase within 60 days of the Employment Termination Date.
f. The Company shall reimburse the Executive for reasonable attorneys’ fees incurred in connection with the termination of employment up to an amount of $25,000, which reimbursement shall be paid in a lump sum on the Company’s first regularly scheduled payroll date for similarly situated employees that occurs after the Release Effective Date and in any event no later than the 45th day following the Employment Termination Date.
g. The Executive shall be entitled to elect and elects to continue medical, hospitalization and dental coverage for himself and his eligible dependents under the Company’s group heath insurance plan pursuant to medical, hospitalization and dental benefit plans in effect for similarly situated active senior level employees of the Company under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), or similar state lawequivalent benefits for up to 104 weeks following the Employment Termination Date, at the sole expense of the Company on an after-tax basis. After such 104-week period, the Executive will be eligible for regular medical, hospitalization and dental benefits at his own expense. All other provisions of the Executive’s COBRA coverage (including, without limitation, any applicable co-payments, deductibles and other out-of-pocket expenses) other than as relating to premium payments which shall be borne exclusively by the Company shall reimburse Employee on a monthly basis during the 104 week period will be in accordance with the applicable plan in effect for the difference between the amount Employee pays to effect and continue such coverage under COBRA and the employee contribution amount that similarly situated active senior level employees of the Company pay for Company.
h. With respect to the same or similar coverage; providedExecutive’s unvested time-vesting restricted stock units (“RSUs”), however, that Employee 23,358 RSUs shall notify the Company in writing within five days after he becomes eligible after the Termination Date for group health insurance coverage, if any, through subsequent employment or otherwise and the Company shall have no further reimbursement obligation after Employee becomes eligible for group health insurance coverage due to subsequent employment or otherwise. The Separation Pay shall be paid to Employee in a lump sum within 60 days of the Termination Date; provided, however, that no Separation Pay shall be paid to Employee unless the Company receives, on or within 55 days after the Termination Date, an executed and fully effective copy vest as of the Release Effective Date, representing the sum of 50% of the Executive’s unvested RSU grant made in fiscal year 2016 plus 50% of the Executive’s unvested RSU grant made in fiscal year 2017. With respect to the Executive’s unvested performance-vesting restricted stock units (as defined below“PSUs”), the Executive’s target number of PSUs shall be adjusted to be the sum of 50% of the Executive’s target PSU grant made in fiscal year 2016 plus 50% of the Executive’s target PSU grant made in fiscal year 2017, amounting to 72,514 PSUs (the “Target PSUs”). Any COBRA reimbursements due under this Section The Target PSUs shall vest on the basis of the Company’s performance, where the Executive shall be made entitled to earn as little as 0% and as much as 150% of the Target PSUs, with performance with respect to each performance period of each of those grants being determined by the last day Committee at the end of the month following applicable performance period (i.e., in or before March 2019 for the month PSU grant made in which fiscal year 2016 and in or before March 2020 for the PSU grant made in fiscal year 2017) in accordance with the applicable premiums were paid by Employeelong-term incentive plan, in a manner consistent with PSUs granted to other members of the Company’s Executive Leadership Team; provided that the Company’s performance is such that the PSUs would otherwise have been earned under the applicable long-term incentive plan. Notwithstanding the foregoing, the original payment dates of the Executive’s RSUs and PSUs shall not be accelerated in violation of Section 409A of the Code. For the avoidance of doubt, Employee shall not be entitled to the Separation Benefits if this Agreement is terminated (i) due to Employee’s death; (ii) any RSUs or PSUs held by the Company due to Employee’s Inability to Perform; (iii) Executive and not vested as of the Employment Termination Date and not accelerated hereunder shall be forfeited, and any stock options held by the Company for Cause; (iv) Executive as of the Employment Termination Date shall be governed by Employee without Good Reason; or (v) by nonthe terms of the applicable long-renewal by Employee in accordance with Sections 4(b) and 6(f)term incentive plan.
Appears in 1 contract
Samples: Separation Agreement (Big Lots Inc)
Separation Benefits. If Executive signs, complies with and does not revoke this Agreement is terminated either as provided by the Company without Cause in accordance with Section 6(c) (including the Company’s non-renewal of this Agreement) or by Employee resigning his employment for Good Reason in accordance with Section 6(d)9 below, the Company shall have no further obligation to Employee under this Agreement, except the Company shall will provide the Accrued Obligations to Employee in accordance Executive with Section 7(a) plus the following payments and benefits (collectively, the “Separation Benefits”):
(a) The Company will continue to Employee: (i) an amount equal to one times the sum of the pay Executive her Base Salary as in effect immediately before the Termination Date plus the Annual Bonus received by Employee for the fiscal year preceding the Termination Date (or if Employee was employed for less than one full fiscal year prior to the Termination Date, minus applicable withholdings required by law or authorized by Executive, for a period of twelve (12) months. The first payment will be made on the Annual Bonus first payroll period after the thirtieth (30th) day following the Termination Date and will include Base Salary for purposes the period from the Termination Date through the payment date. The remaining installments will be paid over time in accordance with the Company’s normal payroll practices for its employees.
(b) During employment, Executive received five different grants of this Section 7 shall be options to purchase shares of the Annual Bonus payable during the current fiscal year at the target amount provided above) Company’s common stock, as detailed in Exhibit A (togetherindividually, a “Stock Option Grant,” and collectively, the “Separation PayStock Option Grants”). Conditioned on Executive’s execution and non-revocation of this Agreement, effective as of the Termination Date, all of the unvested shares of the Stock Option Grants shall immediately vest and become exercisable. Executive will have until the expire or cancel date of each Stock Option Grant, as detailed in Exhibit A, to exercise her unexercised vested Stock Options; thereafter, any unexercised Stock Options will be cancelled.
(c) Conditioned on Executive’s eligibility for and timely election to continue her health insurance benefits under COBRA after the Termination Date, the Company will pay Executive’s applicable COBRA premiums for the lesser of twelve (ii12) during the six-month period commencing on months following the Termination Date that Employee is or until Executive becomes eligible to elect and elects to continue coverage for himself and his eligible dependents under the Company’s group heath substantially equivalent insurance plan pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), or similar state law, the Company shall reimburse Employee on a monthly basis for the difference between the amount Employee pays to effect and continue such coverage under COBRA and the employee contribution amount that active employees of the Company pay for the same or similar coveragebenefits from another employer; provided, however, that Employee shall notify the Company in writing within five days after he becomes eligible after has the Termination Date for group health insurance coverage, if any, through subsequent employment or otherwise right to terminate such payment of COBRA premium reimbursement to Executive and the Company shall have no further reimbursement obligation after Employee becomes eligible for group health insurance coverage due to subsequent employment or otherwise. The Separation Pay shall be paid to Employee in instead pay Executive a lump sum within 60 days amount equal to the applicable COBRA premium multiplied by the number of months remaining in the specified period if the Company determines in its discretion that continued payment of the Termination Date; providedCOBRA premiums is or may be discriminatory under Section 105(h) of the Internal Revenue Code.
(d) Conditioned on Executive’s execution and non-revocation of this Agreement, however, that no Separation Pay shall be paid to Employee unless the Company receives, on or within 55 days after will waive the Termination Date, an executed and fully effective copy covenant not to compete contained in Section 8(b) of the Release (as defined below)Employment Agreement. Any COBRA reimbursements due under this Section shall be made by the last day All of the month following remaining restrictive covenants contained in the month Employment Agreement (the “Surviving Covenants”) shall remain in which the applicable premiums were paid by Employee. For the avoidance of doubt, Employee shall not be entitled to the Separation Benefits if this Agreement is terminated (i) due to Employee’s death; (ii) by the Company due to Employee’s Inability to Perform; (iii) by the Company for Cause; (iv) by Employee without Good Reason; or (v) by non-renewal by Employee full force and effect in accordance with Sections 4(b) their terms and 6(f)compliance with them is a condition to receiving the Separation Benefits.
Appears in 1 contract
Separation Benefits. If In exchange for the consideration set forth herein, and subject to my execution of, and continued compliance with, this Agreement is terminated either by Agreement:
(a) Upon my retirement from Ford and as of the Company without Cause Retirement Date, I will be eligible to participate in accordance with Section 6(c) Ford’s 2017 Select Retirement Program (including “SRP”). I acknowledge and agree that I would not otherwise be entitled to participate in the Company’s non-renewal SRP but for my execution of this Agreement) or by Employee resigning his employment for Good Reason in accordance with Section 6(d). This Agreement is not a retirement application. To start my SRP benefits, the Company shall have no further obligation to Employee under this Agreement, except the Company shall provide the Accrued Obligations to Employee in accordance with Section 7(a) plus the following payments and benefits (collectively, the “Separation Benefits”) to Employee: (i) an amount equal to one times the sum of the Base Salary in effect immediately before the Termination Date plus the Annual Bonus received by Employee for the fiscal year preceding the Termination Date (or if Employee was employed for less than one full fiscal year I understand that I must separately submit a completed retirement application 30 days prior to the Termination Retirement Date. If I do not my retirement benefits may be delayed.
(b) I will receive the bonus to which I am entitled under the Annual Incentive Compensation Plan for 2017, prorated through August 1, less federal, state and local withholdings and deductions, which will be paid to me no later than March 31, 2018.
(c) Until the Retirement Date, I may continue to reasonably use Ford’s company plane, to the Annual Bonus extent such use does not interfere with Ford’s reasonable business use of that plane.
(d) I will be allowed to retain the 2017 Time-based Restricted Stock Units and the 2017 Performance-based Restricted Stock Units with a three-year performance period granted on March 2, 2017; however, the Performance-based Restricted Stock Unit grant with a one-year performance period granted on March 2, 2017, is cancelled. I understand that in order to receive the consideration described herein, I am required to sign this Waiver and Release Agreement (the “Agreement”) and return the signed document to Xxxxxxx Xxxxxx. I have decided to execute this Agreement in exchange for purposes of this Section 7 shall be the Annual Bonus payable during consideration described herein. In addition to the current fiscal year separation benefits described above, at the target amount provided above) (togethertime of my termination, the “Separation Pay”); and (ii) during the six-month period commencing on the Termination Date that Employee is eligible I shall also be entitled to elect and elects to continue coverage for himself and his eligible dependents under the Company’s group heath insurance plan pursuant my vested benefits to the Consolidated Omnibus Budget Reconciliation Act extent permitted by the applicable employee benefit plans and additional benefits which shall constitute consideration for this Agreement. A summary of 1985, as amended (“COBRA”), or similar state law, the Company shall reimburse Employee on a monthly basis for the difference between the amount Employee pays to effect and continue such coverage my status under COBRA and the employee contribution amount that active employees various plans of the Company pay including such additional benefits is attached hereto as Exhibit A. Notwithstanding the foregoing, unless otherwise expressly stated herein or in Exhibit A, the plan documents for the same or similar coverage; provided, however, that Employee all employee benefit and equity incentive plans shall notify the Company in writing within five days after he becomes eligible after the Termination Date for group health insurance coverage, if any, through subsequent employment or otherwise and the Company shall have no further reimbursement obligation after Employee becomes eligible for group health insurance coverage due control my entitlement to subsequent employment or otherwise. The Separation Pay shall be paid to Employee in a lump sum within 60 days of the Termination Date; provided, however, that no Separation Pay shall be paid to Employee unless the Company receives, on or within 55 days after the Termination Date, an executed and fully effective copy of the Release (as defined below). Any COBRA reimbursements due under this Section shall be made by the last day of the month following the month in which the applicable premiums were paid by Employee. For the avoidance of doubt, Employee shall not be entitled to the Separation Benefits if this Agreement is terminated (i) due to Employee’s death; (ii) by the Company due to Employee’s Inability to Perform; (iii) by the Company for Cause; (iv) by Employee without Good Reason; or (v) by non-renewal by Employee in accordance with Sections 4(b) and 6(f)any such benefits.
Appears in 1 contract
Samples: Executive Separation Waiver and Release Agreement (Ford Motor Co)
Separation Benefits. If this Agreement Subject to Sections 4(b) and 4(c), if Executive’s employment with the Company is terminated either by the Company without Cause in accordance or by the Company due to her death or Disability prior to the twelve (12) month anniversary of the Effective Date, then the Company shall pay or provide the following (the “Separation Benefits”):
(i) A success bonus (a “Success Bonus”), with Section 6(c) (including at-target performance set at $437,500. The final amount of such Success Bonus shall be subject to the discretion of the Company’s non-renewal Compensation Committee, taking into account a number of this Agreementfactors, including the length of Executive’s tenure in such role and Executive’s success in achieving objectives relating to strategic plan and process, operating process, organizational process, compensation practices and management development; and
(ii) or by Employee resigning his employment for Good Reason in accordance with Section 6(d)Subject to the timely election of continuation coverage under COBRA, the Company shall have no further obligation continue to Employee contribute to the premium cost of the Executive’s participation and that of her eligible dependents in the Company’s group health plan (to the extent permitted under this Agreementapplicable law and the terms of such plan) which covers the Executive (and the Executive’s eligible dependents) for a period of six (6) months, except provided (x) the Executive pay the remainder of the premium cost of such participation by payroll deduction (if any); (y) the Executive is eligible and remains eligible for COBRA coverage; and (z) the Executive reports to the Company on a monthly basis any health care premium payments received from another employer during such twelve-month period, as such amounts shall provide be deducted from any Company-paid COBRA premium contribution. If the Accrued Obligations reimbursement of any COBRA premiums would violate the nondiscrimination rules or cause the reimbursement of claims to Employee in accordance be taxable under the Patient Protection and Affordable Care Act of 2010, together with Section 7(a) plus the following payments Health Care and benefits Education Reconciliation Act of 2010 (collectively, the “Separation BenefitsAct”) or Section 105(h) of the Code, the Company paid premiums shall be treated as taxable payments and be subject to Employee: (iimputed income tax treatment to the extent, necessary to eliminate any discriminatory treatment or taxation under the Act or Section 105(h) of the Code. If the Executive’s participation or that of her eligible dependents would give rise to penalties or taxes against the Company under the Act, as determined by the Company in its sole discretion, the Company shall instead make cash payments to the Executive over the same period in monthly installments in an amount equal to one times the sum of the Base Salary in effect immediately before the Termination Date plus the Annual Bonus received by Employee for the fiscal year preceding the Termination Date (or if Employee was employed for less than one full fiscal year prior to the Termination Date, the Annual Bonus for purposes of this Section 7 shall be the Annual Bonus payable during the current fiscal year at the target amount provided above) (together, the “Separation Pay”); and (ii) during the six-month period commencing on the Termination Date that Employee is eligible to elect and elects to continue coverage for himself and his eligible dependents under the Company’s group heath insurance plan pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), or similar state law, the Company shall reimburse Employee on a monthly basis for the difference between the amount Employee pays to effect and continue such coverage under COBRA and the employee contribution amount that active employees portion of the Company pay for the same or similar coverage; provided, however, that Employee shall notify the Company in writing within five days after he becomes eligible after the Termination Date for monthly cost of providing such benefits under its group health insurance coverage, if any, through subsequent employment or otherwise and the Company shall have no further reimbursement obligation after Employee becomes eligible plan for group health insurance coverage due to subsequent employment or otherwise. The Separation Pay shall be paid to Employee in a lump sum within 60 days of the Termination Date; provided, however, that no Separation Pay shall be paid to Employee unless the Company receives, on or within 55 days after the Termination Date, an executed and fully effective copy of the Release (as defined below). Any COBRA reimbursements due under this Section shall be made by the last day of the month following the month in which the applicable premiums were paid by Employee. For the avoidance of doubt, Employee shall not be entitled to the Separation Benefits if this Agreement is terminated (i) due to Employee’s death; (ii) by the Company due to Employee’s Inability to Perform; (iii) by the Company for Cause; (iv) by Employee without Good Reason; or (v) by non-renewal by Employee in accordance with Sections 4(b) and 6(f)such period.
Appears in 1 contract
Separation Benefits. If this Agreement is terminated either by the Company without Cause in accordance with Section 6(c) (including the Company’s non-renewal of Employee timely executes and does not subsequently revoke this Agreement) or by Employee resigning his , timely executes the Addendum and continues to comply with Employee’s post-employment for Good Reason obligations as set forth in accordance with Section 6(d)the Covenant Agreement, the Company shall have no further obligation to will provide Employee under this Agreement, except the Company shall provide the Accrued Obligations to Employee in accordance with Section 7(a) plus the following payments and separation benefits (collectively, the “Separation Benefits”):
(a) A one-time separation payment to Employee: Employee in the total gross amount of $250,000 (i) an amount equal to one times the sum of the Base Salary in effect immediately before the Termination Date plus the Annual Bonus received by Employee for the fiscal year preceding the Termination Date (or if Employee was employed for less than one full fiscal year prior to the Termination Date, the Annual Bonus for purposes of this Section 7 shall be the Annual Bonus payable during the current fiscal year at the target amount provided above) (together, the “Separation Pay”); and (ii) during the six-month period commencing on the Termination Date that Employee is eligible to elect and elects to continue coverage for himself and his eligible dependents under the Company’s group heath insurance plan pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRAPayment”), or similar state law, the Company shall reimburse Employee on a monthly basis for the difference between the amount Employee pays to effect and continue such coverage under COBRA and the employee contribution amount that active employees of the Company pay for the same or similar coverage; provided, however, that Employee shall notify the Company in writing within five days after he becomes eligible after the Termination Date for group health insurance coverage, if any, through subsequent employment or otherwise and the Company shall have no further reimbursement obligation after Employee becomes eligible for group health insurance coverage due to subsequent employment or otherwise. The Separation Pay shall be paid to Employee in a single lump sum within 60 days of on the Termination Company’s first regular 2024 payroll date following the Separation Date; providedand
(b) Employee, however, that no Separation Pay shall be paid to Employee unless Company each agree (and the Company receives, on or within 55 days after agrees to cause its parent company to agree) that notwithstanding anything set forth in the Termination Date, an executed and fully effective copy of the Release Option Award Agreements (as defined belowherein), RSU Agreement (as defined herein) or the plan documents related thereto, Employee’s equity awards will be treated as follows:
(i) Employee and Company acknowledge that Employee has previously been awarded options to purchase shares of the Company’s Common Stock, of which 1,005,133 options have vested as of the Separation Date (the “Vested Options”). Any COBRA reimbursements due under this Section shall be made With regard to the Vested Options, Employee would ordinarily (pursuant to the relevant Equity Plan and award agreement) have three (3) months after the Separation Date to exercise those options (the “Post Termination Exercise Period”). However, the Company intends on offering the Employee the opportunity to extend the Post Termination Exercise Period for the Vested Options to two (2) years after the Separation Date, subject to (i) Employee’s consent to such extension as provided in Exhibit B and (ii) approval of the extension by the last day Company’s Board of Directors. Unlike the consideration specified herein, the extension of the month following the month in which the applicable premiums were paid by Employee. For the avoidance of doubt, Employee Post Termination Exercise Period shall not be entitled to the Separation Benefits if this Agreement is terminated (i) due to Employee’s death; deemed consideration.
(ii) The Company will accelerate Employee’s next scheduled vesting, originally scheduled for January 31, 2024 of the Employee’s Restricted Stock Unit Award Agreement that was approved on March 22, 2023 (the “RSU Award Agreement”), such that a total of 250,000 additional shares of restricted stock will be deemed vested as of the Separation Date (the “Acceleration Benefit”), subject to the approval of the Company’s Board. The Employee understands and acknowledges that all other equity awards that have not vested by the Company due Separation Date will terminate according to their terms. This Acceleration Benefit applies only to the 250,000 shares of restricted stock described in this Section, and shall not apply to any other options, equity interests or other rights to purchase equity in the Company. Employee agrees that it is Employee’s Inability responsibility to Perform; (iii) by understand the potential tax consequences, if any, of the Acceleration Benefit, and that Employee shall consult with a tax advisor as needed prior to executing this Agreement. The Company for Cause; (iv) by Employee without Good Reason; or (v) by nonagrees that to the extent its Board fails to approve the Acceleration Benefit, Company shall make a one-renewal by time payment to Employee in accordance with Sections 4(b) and 6(f)an amount equal to the cash value of 250,000 shares on the Separation Date.
Appears in 1 contract
Separation Benefits. If Xxxx returns a copy of this Agreement is terminated either that has been executed by him to the Company without Cause at any time before 12:00 p.m. Houston, Texas time on August 30, 2013, then, provided that Xxxx satisfies the other terms and conditions set forth in this Agreement, the Company will:
(a) On the 20th day following Xxxx'x return of this Agreement, provided that Xxxx has not revoked his delivery of this Agreement in accordance with Section 6(c17, cause all outstanding unvested stock options and restricted stock awards granted to Xxxx under the Carriage Services, Inc. Second Amended and Restated 2006 Long-Term Incentive Plan (the “LTIP”) (including pursuant to the Company’s non-renewal of this Agreement) or by Employee resigning his employment for Good Reason in accordance with Section 6(d), the Company shall have no further obligation to Employee under this Agreement, except the Company shall provide the Accrued Obligations to Employee in accordance with Section 7(a) plus the following payments and benefits award agreements that are identified on Exhibit B attached hereto (collectively, the “Separation BenefitsSpecified Award Agreements”) to Employee: become fully vested and such stock options to remain exercisable for the remainder of their full term; and
(ib) Reimburse Xxxx for up to 18 months following the Separation Date an amount equal to one times the sum difference between the monthly premium amounts that Xxxx is required to pay in order to obtain group health plan continuation coverage provisions of Section 4980 of the Base Salary in effect immediately before Internal Revenue Code of 1986, as amended (and the Termination Date plus regulations promulgated thereunder), or Part 6 of Subtitle B of Title I of the Annual Bonus received by Employee for the fiscal year preceding the Termination Date (or if Employee was employed for less than one full fiscal year prior to the Termination Date, the Annual Bonus for purposes of this Section 7 shall be the Annual Bonus payable during the current fiscal year at the target amount provided above) (together, the “Separation Pay”); and (ii) during the six-month period commencing on the Termination Date that Employee is eligible to elect and elects to continue coverage for himself and his eligible dependents under the Company’s group heath insurance plan pursuant to the Consolidated Omnibus Budget Reconciliation Retirement Income Security Act of 19851974, as amended (“COBRA”), or similar state lawfor himself and his spouse and eligible dependents, if any, and the Company shall reimburse Employee on a monthly basis amount Xxxx pays for such coverage as of the difference between Separation Date (the amount Employee pays “Monthly COBRA Premium Subsidy”), provided: (i) Xxxx makes the appropriate timely written election, pursuant to COBRA, to effect and continue such coverage under COBRA the Company's group health plans; (ii) Xxxx is otherwise qualified to elect and receive continuation coverage under the employee contribution amount that active employees terms of the Company pay for the same or similar coveragesaid group health plans; provided, however, that Employee shall notify the Company and (iii) said group health plans continue in writing within five days after he effect. The Company's obligations under this Section 2(b) will cease if and when Xxxx accepts full-time employment with another employer and becomes eligible after the Termination Date for reasonably similar group health insurance coveragecoverage from such employer. Xxxx agrees and understands that the payment of any premiums due with respect to such continuation coverage will remain Xxxx'x sole responsibility, if any, through subsequent employment or otherwise and the Company shall have will assume no further reimbursement obligation after Employee becomes eligible for payment of any such premium relating to continuation coverage under said group health insurance coverage due plan; and
(c) Pay to subsequent employment or otherwise. The Separation Pay Xxxx an amount equal to six months' worth of the Monthly COBRA Premium Subsidy (less applicable taxes and other withholdings), which amount shall be paid to Employee Xxxx in a lump sum within 60 days of the Termination Date; providedcash payment on January 15, however, that no Separation Pay shall be paid to Employee unless the Company receives, on or within 55 days after the Termination Date, an executed and fully effective copy of the Release (as defined below). Any COBRA reimbursements due under this Section shall be made by the last day of the month following the month in which the applicable premiums were paid by Employee. For the avoidance of doubt, Employee shall not be entitled to the Separation Benefits if this Agreement is terminated (i) due to Employee’s death; (ii) by the Company due to Employee’s Inability to Perform; (iii) by the Company for Cause; (iv) by Employee without Good Reason; or (v) by non-renewal by Employee in accordance with Sections 4(b) and 6(f)2014.
Appears in 1 contract
Samples: Separation and Consulting Agreement (Carriage Services Inc)
Separation Benefits. (a) If this Agreement the Employee’s employment is terminated either by under circumstances entitling him to Separation Benefits, the Company without Cause Employee shall receive, within 30 days of the Date of Termination, a cash lump sum as set forth in accordance with Section 6(csubsection (b) below and the continued benefits set forth in subsection (including c) below. For purposes of determining the Companybenefits set forth in subsections (b) and (c), if the termination of the Employee’s non-renewal of this Agreement) or by Employee resigning his employment is for Good Reason after there has been a reduction of the Employee’s base salary or annual bonuses, such reduction shall be ignored.
(b) The cash lump sum referred to in accordance with Section 6(d)6.2(a) is the aggregate of the following amounts:
(i) the sum of (1) the Employee’s Annual Salary through the Date of Termination to the extent not theretofore paid, (2) the product of (x) the Annual Bonus Award and (y) a fraction, the Company shall have no further obligation numerator of which is the number of days in such year through the Date of Termination, and the denominator of which is 365, and (3) any accrued vacation pay, to the extent not theretofore paid and in full satisfaction of the rights of the Employee thereto;
(ii) an amount equal to the product of (1) the Multiple times (2) the sum of (x) the Annual Salary plus (y) the Annual Bonus Award; and
(iii) an amount (not less than zero) equal to the difference between (a) the actuarial equivalent of the benefit under this Agreement, except the Company shall provide qualified defined benefit retirement plans in which the Accrued Obligations Employee participates immediately prior to Employee in accordance with Section 7(a) plus the following payments and benefits Date of the Change of Control (collectively, the “Separation BenefitsRetirement Plan”) and any excess or supplemental retirement plans in which the Employee participates immediately prior to Employee: the Date of the Change of Control (icollectively, the “SERP”) an amount which the Employee would receive if he had earned additional years of service equal to one times the sum of the Base Salary Multiple thereunder, with compensation during those years equal to his compensation as in effect immediately before the Termination Date plus the Annual Bonus received by Employee for the fiscal year preceding the Termination Date termination (or or, after a Change of Control and if Employee was employed for less than one full fiscal year greater, as in effect immediately prior to the Termination DateDate of the Change of Control) and, for the Annual Bonus avoidance of doubt, with accruals during those years determined in a manner no less favorably than the manner in which accruals are determined immediately prior to the Date of the Change of Control, and (b) the actuarial equivalent of the Employee’s actual benefit (paid or payable), if any, under the Retirement Plan and the SERP as of the Date of Termination. The actuarial assumptions used for purposes of this Section 7 determining actuarial equivalence shall be no less favorable to the Annual Bonus payable during Employee than the current fiscal year at more favorable of those in effect under the target amount provided aboveRetirement Plan and the SERP on the Effective Date.
(c) The continued benefits referred to above are as follows:
(together, the “Separation Pay”); and (iii) during the six-month period commencing on Benefits Period, the Termination Date that Employee is eligible to elect and elects to continue coverage for himself and his eligible dependents under family shall be provided with medical, dental and life insurance benefits as if the CompanyEmployee’s group heath insurance plan pursuant employment had not been terminated (or, after a Change of Control and if greater, at the same level that would have been available to the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), or similar state law, Employee and his family immediately prior to the Company shall reimburse Employee on a monthly basis for the difference between the amount Employee pays to effect and continue such coverage under COBRA and the employee contribution amount that active employees Date of the Company pay for the same or similar coverageChange of Control); provided, however, that Employee shall notify if the Company in writing within five days after he becomes eligible after the Termination Date for group health insurance coverage, if any, through subsequent employment or otherwise and the Company shall have no further reimbursement obligation after Employee becomes reemployed with another employer and is eligible for group health insurance coverage due to subsequent employment receive medical or otherwise. The Separation Pay other welfare benefits under another employer-provided plan, the medical and other welfare benefits described herein shall be paid secondary to those provided under such other plan during such applicable period of eligibility; and
(ii) if the Employee’s employment is terminated by all Employers and AER other than for Cause, AER shall, at its sole expense as incurred, provide the Employee with outplacement services the scope and provider of which shall be selected by the Employee in his sole discretion (but at a lump sum within 60 days cost of not more than $30,000), provided that no such outplacement services shall be provided beyond the end of the second calendar year following the calendar year in which the Date of Termination Dateoccurs; providedTo the extent any benefits described in this Section 6.2(c) cannot be provided pursuant to the appropriate plan or program maintained for employees, howeverAER shall provide such benefits outside such plan or program at no additional cost (including, without limitation, tax cost) to the Employee. Notwithstanding the foregoing, in the event that no Separation Pay shall be paid the Employee has in place a deferral election with respect to Employee unless the Company receivesAnnual Bonus Award for the year which includes the Date of Termination, on or within 55 days after then the Termination Date, an executed and fully effective copy pro rata payment of the Release (as defined below). Any COBRA reimbursements due under this Annual Bonus Award described in Section 6.2(b)(i)(2) shall be made by at the last day of time and in the month following the month in which the applicable premiums were paid by Employee. For the avoidance of doubt, Employee shall not be entitled form elected with respect to the Separation Benefits if this Agreement is terminated (i) due to Employee’s death; (ii) by Annual Bonus Award for the Company due to Employee’s Inability to Perform; (iii) by year which includes the Company for Cause; (iv) by Employee without Good Reason; or (v) by non-renewal by Employee in accordance with Sections 4(b) and 6(f)Date of Termination.
Appears in 1 contract
Separation Benefits. If this Agreement Except in situations where the employment of Executive is terminated either by For Cause (as defined in Section IV below), in the event that the Company without Cause in accordance with Section 6(c) (including the Companyterminates Executive’s non-renewal of this Agreement) or by Employee resigning his employment for Good Reason in accordance with Section 6(d)at any time, the Company shall have no further obligation Executive will be eligible to Employee under this Agreement, except the Company shall provide the Accrued Obligations to Employee in accordance with Section 7(a) plus receive the following payments and benefits (collectively, the “Separation Benefits”) to Employee: (i) ):
1. an amount equal to one times eighteen (18) months’ pay at Executive’s then-current Base Salary, payable in equal monthly installments over the sum eighteen (18) month period following the date of such termination (“Salary Continuation Period”);
2. accelerated vesting of Executive’s outstanding and unvested stock options and/or restricted stock such that said stock options and/or restricted stock shall be vested as of the Base Salary in effect immediately before the Termination Date plus the Annual Bonus received by Employee for the fiscal year preceding the Termination Date (or if Employee was employed for less than one full fiscal year prior date Executive’s employment terminates to the Termination Datesame extent as if he were continuously employed through the end of the Salary Continuation Period; provided that notwithstanding the terms of the relevant notice of stock option award or notice of restricted stock award (each an “Award”), the Annual Bonus for purposes of this Section 7 such vesting shall be the Annual Bonus payable during the current fiscal year at the target amount provided above) (together, the “Separation Pay”); calculated as if such stock options and (ii) during the six-month period restricted stock vested in equal amounts on a monthly basis commencing on the Termination Date that Employee is eligible to elect initial grant date and ending on the final vesting date under the relevant Award;
3. if Executive elects to continue medical coverage for himself and or his eligible dependents under then covered by the Company’s group heath insurance plan pursuant to medical plans under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), or similar state law, the Company shall reimburse Employee on a monthly basis pay the premiums for Executive’s COBRA coverage until the earlier of (a) the end of the Salary Continuation Period or (b) the date Executive becomes covered under another employer’s health plan; and
4. continued payment of the premiums required to maintain Executive’s coverage under his Company-provided life insurance policy during the Salary Continuation Period. Notwithstanding the foregoing, if Executive begins other employment during the Salary Continuation Period, Executive shall receive an accelerated lump-sum payment of the remaining payments for the difference between Salary Continuation Period, in lieu of salary continuation. Executive shall not be eligible to participate in the amount Employee pays Company’s deferred compensation, 401K, or employee stock purchase plans during the Salary Continuation Period. Executive’s eligibility for the foregoing Separation Benefits is conditioned on (a) Executive remaining available during the Salary Continuation Period to effect consult with the Company regarding matters for which he previously had responsibility as a Company executive; (b) Executive having first signed a release agreement in the form attached as Exhibit A, and continue such coverage under COBRA (c) Executive’s agreement not to compete with the Company, or its successors or assigns, during the Salary Continuation Period. If Executive engages in any business activity competitive with the Company or its successors or assigns during the Salary Continuation Period, all Separation Benefits immediately shall cease. Notwithstanding any other provision of this Agreement to the contrary, the Company, in its sole discretion and without the employee contribution amount that active employees Executive’s consent, may amend or modify this Agreement in any manner to provide for the application and effects of Section 409A of the Company pay for Internal Revenue Code (the same “Code”) (relating to deferred compensation arrangements) and any related regulatory or similar coverage; provided, however, that Employee shall notify administrative guidance issued by the Company in writing within five days after he becomes eligible after the Termination Date for group health insurance coverage, if any, through subsequent employment or otherwise and the Internal Revenue Service. The Company shall have no further reimbursement obligation after Employee becomes eligible for group health insurance coverage due the authority to subsequent employment delay the payment of any benefits described under this Agreement to the extent it deems necessary or otherwise. The Separation Pay shall appropriate to comply with Section 409A(a)(2)(B)(i) of the Code (relating to payments made to certain “key employees” of certain publicly-traded companies) and in such event, any such payments to which the Executive would otherwise be entitled during the six (6) month period immediately following the Executive’s separation from service will be paid to Employee in a lump sum within 60 days of on the Termination Date; provided, however, that no Separation Pay shall be paid to Employee unless the Company receives, on or within 55 days after the Termination Date, an executed and fully effective copy of the Release (as defined below). Any COBRA reimbursements due under this Section shall be made by the last first business day of the month following the expiration of such six (6) month in which the applicable premiums were paid by Employee. For the avoidance of doubt, Employee shall not be entitled to the Separation Benefits if this Agreement is terminated (i) due to Employee’s death; (ii) by the Company due to Employee’s Inability to Perform; (iii) by the Company for Cause; (iv) by Employee without Good Reason; or (v) by non-renewal by Employee in accordance with Sections 4(b) and 6(f)period.
Appears in 1 contract
Samples: Executive Employment Agreement (Credence Systems Corp)
Separation Benefits. If this Agreement is terminated either by the Company without Cause in accordance with Section 6(c(a) (including the CompanyExecutive’s non-renewal of this Agreement) or by Employee resigning his employment for Good Reason in accordance with Section 6(d), separation from the Company shall have no further obligation to Employee under this be considered a termination not for Cause. In accordance with the Agreement, except and in exchange for the Company promises of Executive as set forth herein and for the release granted by the Executive as set forth in Section 4 below, Executive shall provide the Accrued Obligations to Employee receive a severance payment in accordance with Section 7(a) plus the following payments and benefits (collectively, the “Separation Benefits”) to Employee: (i) an amount equal to one times twelve (12) months of Executive’s current Base Salary (the sum “Severance Payment”). The Severance Payment shall be paid in equal installments over a twelve (12) month period, beginning on the Company’s first regular payroll date following the Effective Date and the passing of the Base Salary in effect immediately before the Termination Date plus the Annual Bonus received by Employee for the fiscal year preceding the Termination Date Revocation Period;
(or if Employee was employed for less than one full fiscal year prior to the Termination Date, the Annual Bonus for purposes b) If Executive timely elects continuation of this Section 7 shall be the Annual Bonus payable during the current fiscal year at the target amount provided above) (together, the “Separation Pay”); and (ii) during the six-month period commencing on the Termination Date that Employee is eligible to elect and elects to continue coverage for himself and his eligible dependents under the Company’s group heath health insurance plan pursuant to benefits under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended 1985 (“COBRA”), or similar state lawthe Company shall pay up to six (6) months of Executive’s COBRA coverage;
(c) A payment for accumulated time off of 310.25 hours as reflected in the Company’s records in Paylocity records as part of Executive’s final paycheck;
(d) The Company shall make a 401(k) correction payment to Executive’s 401(k) account in the amount of $7,000;
(e) On the first regular payroll date after passage of the Revocation Period, the Company shall reimburse Employee on make a monthly basis for payment of $94,000 in full satisfaction of any obligation to Executive under the difference between Company’s Short Term Incentive Plan;
(f) Executive shall be permitted to retain his Company issued computer after all Company data has been removed from it;
(g) Upon passage of the amount Employee pays to effect and continue such coverage under COBRA Revocation Period, the Company and the employee contribution amount that active employees of Executive shall cooperate to transfer the Company pay for the same or similar coverage; provided, however, that Employee shall notify the Company in writing within five days after he becomes eligible after the Termination Date for group health insurance coverage, if any, through subsequent employment or otherwise and the Company shall have no further reimbursement obligation after Employee becomes eligible for group health insurance coverage due American Express Platinum Card issued to subsequent employment or otherwise. The Separation Pay shall be paid to Employee in a lump sum within 60 days of the Termination Date; provided, however, that no Separation Pay shall be paid to Employee unless the Company receives, on or within 55 days after the Termination Date, an executed and fully effective copy of the Release (as defined below). Any COBRA reimbursements due under this Section shall be made by the last day of the month following the month in which the applicable premiums were paid by Employee. For the avoidance of doubt, Employee shall not be entitled to the Separation Benefits if this Agreement is terminated (i) due to Employee’s death; (ii) Executive by the Company due into the Executive’s name and Executive shall thereafter be solely responsible for payment of all charges made on such card other than any expenses incurred on the card that were related to Employee’s Inability his employment prior to Perform; (iii) October 10, 2024. Such outstanding charges will either be paid directly by the Company or the Executive will be promptly reimbursed for Causethe outstanding Company expenses; (iv) by Employee without Good Reason; or (v) by non-renewal by Employee The consideration set forth in accordance with Sections 4(b3(a, 3(b), 3(e), 3(f) and 6(f)3(g) shall be collectively referred to herein as the “Separation Benefits.”
Appears in 1 contract
Samples: Separation Agreement (JOINT Corp)
Separation Benefits. If Associate remains employed by Employer through the Separation Date and signs and returns this Separation Agreement is terminated either by no earlier than the Company without Cause in accordance with Section 6(cSeparation Date and no later than twenty-one (21) (including days after the Company’s non-renewal Associate receives a copy of this Agreement) or by Employee resigning his employment for Good Reason in accordance with Section 6(d), the Company shall have no further obligation to Employee under this Agreement, except the any Triton Company shall provide or make available to Associate the Accrued Obligations to Employee payments, benefits and rights, less applicable tax withholding and less deductions required or authorized by law or authorized by Associate, as described in accordance with Section 7(a) plus the following payments and benefits subparagraphs of this Paragraph 2 (collectively, the “"Separation Benefits”").
(a) to Employee: Associate shall receive all wages, salary and/or commissions earned by Associate but unpaid through the Separation Date at Associate's existing rates on the next regularly scheduled payroll date following this date.
(ib) an amount equal to one times Associate shall receive the sum balance of outstanding Paid Time Off at Associate's current rate of base pay less applicable payroll taxes, on the Base Salary in effect next regularly scheduled payroll date following the Separation Date.
(c) Following the Separation Date, Employer shall pay Associate severance pay at Associate's rate of base pay paid immediately before the Termination Date plus the Annual Bonus received by Employee for the fiscal year preceding the Termination Date (or if Employee was employed for less than one full fiscal year prior to the Termination Separation Date, less applicable payroll taxes, paid on Employer's regular payroll schedule for each payroll period or portion thereof from the Annual Bonus Separation Date through a time period extending for purposes six (6) months following the Separation Date (the "Severance Period"). Such payments shall commence as of this Section 7 the first regularly scheduled payroll date after the Effective Date (defined in Xxxxxxxxx 00, xxxxx).
(x) Associate shall be the Annual Bonus payable during the current fiscal year at the target amount provided above) (together, the “Separation Pay”); and (ii) during the six-month period commencing on the Termination Date that Employee is remain eligible to elect and elects participate through the Separation Date in Employer's 401(k) plan (including with respect to continue coverage for himself and his eligible dependents under the Company’s group heath insurance plan pursuant Employer contributions on Associate's behalf) to the Consolidated Omnibus Budget Reconciliation Act extent permitted under Employer's plan and under applicable law. Associate will remain eligible to use Employer's Employee Assistance Plan through the Severance Period. Associate's eligibility for other employer provided employee benefits following the Separation Date will be governed by the terms of 1985such benefit plans and applicable law.
(e) Coverage under Employer's medical, as amended (“COBRA”)prescription drug, or similar state law, the Company dental and vision plans shall reimburse Employee on a monthly basis for the difference between the amount Employee pays to effect and continue such coverage under COBRA and the employee contribution amount that active employees of the Company pay for the same or similar coverage; provided, however, that Employee shall notify the Company in writing within five days after he becomes eligible after the Termination Date for group health insurance coverage, if any, through subsequent employment or otherwise and the Company shall have no further reimbursement obligation after Employee becomes eligible for group health insurance coverage due to subsequent employment or otherwise. The Separation Pay shall be paid to Employee in a lump sum within 60 days of the Termination Date; provided, however, that no Separation Pay shall be paid to Employee unless the Company receives, on or within 55 days after the Termination Date, an executed and fully effective copy of the Release (as defined below). Any COBRA reimbursements due under this Section shall be made by the last day of the last month following of the month Severance Period at the level of coverage (family, Associate plus spouse, Associate plus children, Associate and child or single coverage) in which effect as of October 1st, 2004, when the applicable Associate will transition to be the primary insured under the medical, prescription drug, dental and vision plans.. Employer shall continue to pay the same portion of the premiums for such continuation coverage as is paid for similarly situated Associates and shall be deducted from Associate's severance payments, during the Severance Period. After the Severance Period, Associate will be eligible to continue benefits through COBRA, but will be responsible for payment of the full COBRA premiums for such coverage. Information regarding continuation of benefits under COBRA will be forwarded to Associate under separate cover before the end of the Severance Period.
(f) Associate is the owner of restricted shares of Class A common stock of Triton PCS Holdings, Inc., a Delaware corporation ("Triton Holdings"), that were paid by Employee. For awarded to Associate from time to time (the avoidance of doubt, Employee shall not be entitled "Restricted Stock") on the terms and subject to the Separation Benefits if this Agreement is terminated conditions set forth in certain executed letter agreements with Triton Holdings (i) due to Employee’s death; (ii) by the Company due to Employee’s Inability to Perform; (iii) by the Company for Cause; (iv) by Employee without Good Reason; or (v) by non-renewal by Employee "Awards"). Associate acknowledges and agrees that in accordance with Sections 4(bTriton Company policies, Associate shall continue to be subject to applicable "blackout" periods for ninety (90) and 6(f)days following the Separation Period.
(g) Associate shall receive one thousand fifty-five dollars in compensation which is equivalent to his average mobile phone service for the term of the
Appears in 1 contract
Separation Benefits. If this Agreement is terminated either Executive’s employment terminates (i) on the Planned Separation Date due to the expiration of the Transition Period or (ii) prior to the Planned Separation Date due to a termination by the Company without Cause or due to the Executive’s disability (within the meaning of Section 22(e)(3) of the Code (as defined below)), then, in consideration of, and subject to and conditioned upon (A) the Executive’s continued compliance with the terms and conditions of this Agreement (including, without limitation, the Covenants (as defined below)), and (B) the Executive’s timely execution and non-revocation of the Releases in accordance with Section 6(c) (including the Company’s non-renewal of this Agreement) or by Employee resigning his employment for Good Reason in accordance with Section 6(d)3 below, the Company shall have no further obligation to Employee under this Agreement, except the Company shall will provide the Accrued Obligations to Employee in accordance Executive with Section 7(a) plus the following payments and benefits (collectively, the “Separation Benefits”):
(a) The Company shall pay to Employee: the Executive an amount equal to the sum of (i) twelve (12) months of her Annual Salary as in effect as of the Effective Date plus (ii) an amount equal to one times the Executive’s Target Bonus (as defined in the Severance Agreement) for fiscal year 2022, payable in in a lump sum within sixty (60) days following the Separation Date;
(b) Whether or not the Executive elects COBRA continuation coverage under any group health plan of the Base Salary in effect immediately before the Termination Date plus the Annual Bonus received by Employee for the fiscal year preceding the Termination Date (Company or if Employee was employed for less than one full fiscal year prior to the Termination Date, the Annual Bonus for purposes of this Section 7 shall be the Annual Bonus payable during the current fiscal year at the target amount provided above) (together, the “Separation Pay”); and (ii) during the six-month period commencing on the Termination Date that Employee is eligible to elect and elects to continue coverage for himself and his eligible dependents under the Company’s group heath insurance plan pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), or similar state lawits affiliates, the Company shall reimburse Employee shall, within sixty (60) days following the Separation Date, pay to the Executive a taxable lump sum equal to the portion of the monthly cost of the Executive’s group health plan coverage as in effect on a monthly basis the Separation Date that is subsidized by the Company for the difference between the amount Employee pays to effect and continue such coverage under COBRA and the employee contribution amount that similarly situated active employees as of the Separation Date, multiplied by twelve (12);
(c) The Executive shall be eligible to exercise her options to purchase Company pay common stock that are outstanding and vested as of the Separation Date for a period of six (6) months following the same or similar coverageSeparation Date (but no later than the original expiration dates of such options); and
(d) Fifty percent (50%) of the Executive’s time-based restricted stock units that are outstanding and unvested as of the Separation Date shall vest on the date on which the Second Release (as defined below) becomes effective and irrevocable; provided, however, that Employee shall notify that, notwithstanding the Company in writing within five days after he becomes eligible after the Termination Date for group health insurance coverageforegoing, if any, through subsequent employment or otherwise and the Company shall have no further reimbursement obligation after Employee becomes eligible for group health insurance coverage due to subsequent employment or otherwise. The Separation Pay shall be paid to Employee a Change in a lump sum within 60 days of the Termination Date; provided, however, that no Separation Pay shall be paid to Employee unless the Company receives, on or within 55 days after the Termination Date, an executed and fully effective copy of the Release Control (as defined below). Any COBRA reimbursements due under this Section shall be made by in the last day of the month following the month in which the applicable premiums were paid by Employee. For the avoidance of doubt, Employee shall not be entitled Plan) occurs prior to the Separation Benefits if this Agreement is terminated Date, then the Executive’s time-based restricted stock units that are outstanding and unvested as of the Separation Date shall instead vest on the date on which the Second Release becomes effective and irrevocable with respect to that number of restricted stock units that, pursuant to the applicable award agreement governing such restricted stock units, that would vest upon a termination of the Executive’s employment without Cause within twelve (i12) due to Employee’s death; (ii) by the Company due to Employee’s Inability to Perform; (iii) by the Company for Cause; (iv) by Employee without Good Reason; or (v) by non-renewal by Employee months following a Change in accordance with Sections 4(b) and 6(f)Control.
Appears in 1 contract
Samples: Transition and Separation Agreement (TheRealReal, Inc.)
Separation Benefits. If this Agreement is terminated either Executive's employment by the Company without Cause or any -------------------- successor thereto shall be subject to an Involuntary Termination that occurs on the date upon which a Change in accordance with Section 6(c) Control occurs or within two years thereafter, then Executive shall be entitled to receive, as additional compensation for ser-vices rendered to the Company (including the Company’s non-renewal of this Agreement) or by Employee resigning his employment for Good Reason in accordance with Section 6(dits subsidiaries), the Company shall have no further obligation to Employee under this Agreement, except the Company shall provide the Accrued Obligations to Employee following separation benefits:
(a) A lump sum cash payment in accordance with Section 7(a) plus the following payments and benefits (collectively, the “Separation Benefits”) to Employee: (i) an amount equal to one times the sum of the Base Salary in effect immediately before the Termination Date plus the Annual Bonus received by Employee for the fiscal year preceding the Termination Date (or if Employee was employed for less than one full fiscal year prior to the Termination DateSeparation Amount, the Annual Bonus for purposes of this Section 7 shall be the Annual Bonus payable during the current fiscal year at the target amount provided above) (together, the “Separation Pay”); and (ii) during the six-month period commencing on the Termination Date that Employee is eligible to elect and elects to continue coverage for himself and his eligible dependents under the Company’s group heath insurance plan pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), or similar state law, the Company shall reimburse Employee on a monthly basis for the difference between the amount Employee pays to effect and continue such coverage under COBRA and the employee contribution amount that active employees of the Company pay for the same or similar coverage; provided, however, that Employee shall notify the Company in writing within five days after he becomes eligible after the Termination Date for group health insurance coverage, if any, through subsequent employment or otherwise and the Company shall have no further reimbursement obligation after Employee becomes eligible for group health insurance coverage due to subsequent employment or otherwise. The Separation Pay which shall be paid to Employee in a lump sum within 60 days of the Termination Date; provided, however, that no Separation Pay shall be paid to Employee unless the Company receives, Executive on or within 55 days before the thirty-first day after the Termination Date, an executed and fully effective copy of the Release (as defined below). Any COBRA reimbursements due under this Section shall be made by the last day of Executive's employment with the month following Company.
(b) All of the month outstanding stock options granted by the Company to Executive shall become immediately exercisable in full upon Executive's termination of employment and for a period of three months thereafter or for such greater period as may be provided in the plan or plans pursuant to which such stock options were granted (but in no event shall any such stock option be exercisable after the applicable premiums expiration of the original term of such stock option).
(c) A lump sum cash payment in an amount equal to the greater of (i) the Company's cost of coverage for Executive and those of Executive's dependents (including Executive's spouse) who were covered, under the Welfare Benefit Plans on the day prior to Executive's Involuntary Termination or (ii) the Company's cost of such coverage paid by Employeeimmediately prior to the Change in Control, for a period of two years. For Nothing herein shall be deemed to adversely affect in any way the avoidance rights of doubtExecutive and Executive's eligible dependents to health care continuation coverage as required pursuant to Part 6 of Title I of the Employee Retirement Income Security Act of 1974, Employee as amended.
(d) Executive shall not be entitled to the Separation Benefits if this Agreement is terminated receive out-placement services in connection with obtaining new employment up to a maximum cost of [pounds 10 .000 thousand ] (i) due to Employee’s death; (ii) which shall be paid directly by the Company due to Employee’s Inability to Perform; (iii) by the Company for Cause; (iv) by Employee without Good Reason; or (v) by non-renewal by Employee in accordance with Sections 4(b) and 6(fprovider of such services).
Appears in 1 contract
Separation Benefits. 4.1 If this Agreement Employee’s employment is terminated either by the Company without Cause in accordance with for any reason other than for Cause, death or disability and Section 6(c4.2 does not apply, Employee shall be entitled to the following separation benefits:
(a) (including the Company’s non-renewal of this Agreement) or by Employee resigning his employment for Good Reason in accordance with Section 6(d), the The Company shall have no further obligation pay, or cause to be paid, to Employee under this Agreement, except within 30 days of the Company shall provide the Accrued Obligations to Employee in accordance with Section 7(a) plus the following payments and benefits (collectively, the “Separation Benefits”) to Employee: Termination Date (i) the full base salary earned by Employee through, but unpaid at, the Termination Date, plus (ii) credit for any vacation earned by Employee but not used at the Termination Date, plus (iii) all other amounts owed by the Company to Employee (other than any bonus payment of any kind) but unpaid as of the Termination Date.
(b) The Company shall pay, or cause to be paid, to Employee (i) in a lump sum not later than sixty (60) days after the Termination Date an amount equal to one times 100% of the sum of (A) Employee’s base annual salary at the Base Salary highest rate in effect at any time during the twelve (12) months immediately before the Termination Date plus the Annual Bonus received by Employee for the fiscal year preceding the Termination Date Date, and (or if Employee was employed B) Employee’s targeted bonus for less than one full fiscal the current year, and (ii) Employee’s targeted bonus payment for the year prior of termination prorated to the Termination Date, the Annual Bonus .
(c) The Company shall provide to Employee for purposes a period of this Section 7 shall be the Annual Bonus payable during the current fiscal year at the target amount provided abovetwelve (12) (together, the “Separation Pay”); and (ii) during the six-month period commencing on months after the Termination Date that Employee is eligible to elect and elects to continue medical and/or dental coverage for himself and his eligible dependents under the Company’s group heath insurance plan pursuant medical and/or dental plans, without any cost to the Consolidated Omnibus Budget Reconciliation Act Employee in excess of 1985, as amended (“COBRA”), or similar state law, the Company shall reimburse Employee on a monthly basis for the difference between the amount Employee pays to effect and continue such coverage under COBRA and the any employee contribution amount that active employees would be payable by Employee if Employee remained employed by a member of the Company pay for the same or similar coverageCompany; provided, however, that if Employee becomes employed with another employer during such twelve (12)-month period and is eligible to receive medical and/or dental coverage under another employer-provided plan, the medical and/or dental coverage described herein shall notify be secondary to those provided under such other plan.
(d) The restrictions applicable to each share of non-vested restricted stock of Xxxxx Shoe held by Employee that would have vested within the Company in writing within five days after he becomes eligible after one (1) year period following the Termination Date for group health insurance coverage, if any, through subsequent employment or otherwise and had Employee remained employed by the Company shall lapse as of the Termination Date.
(e) Each non-vested option to purchase Xxxxx Shoe stock held by Employee that would have no further reimbursement obligation after vested within the one (1) year period following the Termination Date had Employee becomes eligible remained employed by the Company shall vest as of the Termination Date.
(f) The Company shall pay the reasonable costs of outplacement services selected by the Company for group health insurance coverage due to subsequent employment or otherwise. The Separation Pay shall be paid to Employee in a lump sum within 60 days reasonable period of time following the Termination Date; provided, however, that no Separation Pay such outplacement services shall be paid to Employee unless the Company receives, on or within 55 days provided after the Termination Date, an executed and fully effective copy of the Release (as defined below). Any COBRA reimbursements due under this Section shall be made by the last day of the month second calendar year following the month calendar year in which the applicable premiums were paid by Termination Date occurs.
4.2 If Employee. For the avoidance of doubt, Employee shall not be entitled to the Separation Benefits if this Agreement ’s employment is terminated within twenty-four (i24) due to Employee’s death; months after a Change of Control (ii) by the Company due to Employee’s Inability to Perform; (iiix) by the Company for any reason other than for Cause; , death or disability, or (ivy) by Employee without within ninety (90) days after the occurrence of Good Reason, Employee shall be entitled to the following separation benefits in place of, and not in addition to, the benefits set forth in Section 4.1:
(a) The Company shall pay, or cause to be paid, to Employee within 30 days of the Termination Date (i) the full base salary earned by Employee through, but unpaid at, the Termination Date, plus (ii) credit for any vacation earned by Employee but not taken at the Termination Date, plus (iii) all other amounts owed by the Company to Employee (other than any bonus payment of any kind) but unpaid as of the Termination Date.
(b) The Company shall pay, or cause to be paid, to Employee (i) in a lump sum six (6) months after the Termination Date an amount equal to 200% of the sum of (A) Employee’s base annual salary at the highest rate in effect at any time during the twelve (12) months immediately preceding the Termination Date, and (B) Employee’s targeted bonus for the current year; and (ii) Employee’s targeted bonus payment for the year of termination prorated to the Termination Date.
(c) The Company shall provide to Employee for a period of eighteen (18) months after the Termination Date medical and/or dental coverage under the Company’s medical and dental plans, without any cost to Employee in excess of any employee contribution that would be payable by Employee if Employee remained employed by the Company; provided, however, that if Employee becomes employed with another employer during such eighteen (18)-month period and is eligible to receive medical and/or dental coverage under another employer-provided plan, the medical and/or dental coverage described herein shall be secondary to those provided under such other plan. In addition, on the last day of such eighteen (18)-month period, the Company shall pay, or cause to be paid, to Employee an amount in cash equal to the aggregate amount that would be payable by the Company for such medical and/or dental coverage for six (v6) months if Employee remained employed by the Company for such period.
(d) The restrictions applicable to each share of non-renewal vested restricted stock of Xxxxx Shoe held by Employee shall lapse and be exercisable as of the Termination Date.
(e) Each non-vested option to purchase Xxxxx Shoe stock held by Employee shall vest and be exercisable as of the Termination Date.
(f) For purposes of determining Employee’s benefit under the Company’s Supplemental Employment Retirement Plan, an additional two (2) years of Credited Service shall be credited to Employee’s actual or deemed Credited Service.
(g) The Company shall pay the reasonable costs of outplacement services selected by the Company for a reasonable period of time following the Termination Date; provided, however, that no such outplacement services shall be provided after the last day of the second calendar year following the calendar year in accordance with which the Termination Date occurs.
4.3 If Employee’s employment is terminated for any reason including, but not limited to, Employee’s voluntary termination of employment, but excluding the reasons specified in Sections 4(b4.1 and 4.2, the Company shall pay, or cause to be paid, to Employee within 30 days of the Termination Date (i) the full base salary earned by Employee through, but unpaid at, the Termination Date, plus (ii) credit for any vacation earned by Employee but not taken at the Termination Date, plus (iii) all other amounts owed by the Company to Employee (other than any bonus payment of any kind) but unpaid as of the Termination Date.
4.4 The benefits set forth in Sections 4.1(c) and 6(f)4.2(c) shall run concurrently with any period of continuation coverage to which Employee is entitled under Section 601 of ERISA. Upon Employee’s re-employment during the period specified in each such Section, to the extent covered by the new employer’s plan, coverage under the Company’s plan shall lapse, subject to any continuation of coverage rights under Section 601 of ERISA. Employee’s participation in and/or coverage under all other employee benefit plans, programs or arrangements sponsored or maintained by the Company shall cease effective as of the Termination Date except as otherwise provided in such employee benefit plan, program or arrangement.
Appears in 1 contract
Separation Benefits. If this Agreement is terminated either by the Company without Cause in accordance with Section 6(c) (including the Company’s non-renewal of this Agreement) or by Employee resigning his employment for Good Reason in accordance with Section 6(d), the Company shall have no further obligation to Employee under this Agreement, except the Company shall provide the Accrued Obligations to Employee in accordance with Section 7(a) plus the following payments and benefits (collectively, the “Separation Benefits”) to Provided that Employee: (ia) an amount equal to executes this Agreement within twenty-one times the sum (21) days; (b) effectuates and does not revoke this Agreement within seven (7) calendar days of the Base Salary in effect immediately before the Termination Date plus the Annual Bonus received by Employee for the fiscal year preceding the Termination Date executing this Agreement (or if Employee was employed for less than one full fiscal year prior to the Termination Date, the Annual Bonus for purposes of this Section 7 shall be the Annual Bonus payable during the current fiscal year at the target amount provided above) (together, the “Separation PayRevocation Period”), (c) agrees and enters into a Consulting Agreement with the Company (the “Consulting Period”); and (iid) during the six-month period commencing on the Termination Date that Employee is eligible to elect and elects to continue coverage for himself and his eligible dependents under the Company’s group heath insurance plan pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985complies with this Agreement at all times, as amended (“COBRA”), or similar state law, the Company shall reimburse Employee on a monthly basis for the difference between the amount Employee pays to effect and continue such coverage under COBRA and the employee contribution amount that active employees of the Company pay for the same or similar coverage; provided, however, that then Employee shall notify the Company in writing within five days after he becomes eligible after the Termination Date for group health insurance coverage, if any, through subsequent employment or otherwise and the Company shall have no further reimbursement obligation after Employee becomes eligible for group health insurance coverage due to subsequent employment or otherwise. The Separation Pay shall be paid to Employee in a lump sum within 60 days of the Termination Date; provided, however, that no Separation Pay shall be paid to Employee unless the Company receives, on or within 55 days after the Termination Date, an executed and fully effective copy of the Release (as defined below). Any COBRA reimbursements due under this Section shall be made by the last day of the month following the month in which the applicable premiums were paid by Employee. For the avoidance of doubt, Employee shall not be entitled to the Separation Benefits if amounts below, less all required or authorized taxes, withholdings, and deductions. The Company shall:
i. subject to the effectiveness of this Agreement, and pursuant to the Company’s 2020 Equity Incentive Plan (the “Plan”), extend the exercise rights on all of your outstanding vested options granted to you pursuant to the Incentive Stock Option Award Agreements with grant dates of March 23, 2022 and December 8, 2022, respectively, for a period of twelve (12) months following the date when you cease to serve as either an employee or consultant of the Company;
ii. subject to the effectiveness of this Agreement, and pursuant to the Plan, amend the terms of the incentive stock options granted to you pursuant to that Incentive Stock Option Agreement is terminated with a grant date of March 23, 2022 (ithe “Rolldown Options”) due such that the Rolldown Options shall continue to Employee’s deathvest per their terms subject to your continuous service as either an employee or consultant of the Company;
iii. subject to the effectiveness of this Agreement, and pursuant to the Plan, amend the terms of the incentive stock options granted to you pursuant to that Incentive Stock Option Agreement with a grant date of December 8, 2022 (the “Incentive Stock Options”) such that the Incentive Stock Options shall continue to vest per their terms subject to your continuous service as either an employee or consultant of the Company; (ii) by and
iv. subject to the effectiveness of this Agreement, and your remaining employed with the Company due through Q2 2024, pay to Employee’s Inability you a lump sum of $82,500 less applicable deductions and other withholdings, which represents two-quarters of your estimated bonus amount for fiscal year 2024, to Perform; be paid within thirty (iii30) by days following the Company for Cause; expiration of the Revocation Period. The benefits set forth in Paragraphs 3(i) through (iv) by Employee are referred to collectively as the “Separation Benefits.” If you:
A. do not sign this Agreement on or before July 4, 2024;
B. sign this Agreement on or before July 4, 2024, but revoke your acceptance of this Agreement within the Revocation Period;
C. do not agree to or enter into the Consulting Agreement with the Company; or
D. do not comply with the terms of this Agreement; then you will not be entitled to, and the Company will not be obligated to provide you with, any Separation Benefits. When conditions (A) through (D) above have each been satisfied, the award agreements with respect to the Rolldown Options and Incentive Stock Options shall automatically, without Good Reason; the need for any further agreement or (v) by non-renewal by Employee documentation, be deemed to be amended to give effect to the amendments set forth in accordance with Sections 4(b) and 6(f)this Section 3.
Appears in 1 contract
Samples: Confidential Separation Agreement and General Release (Byrna Technologies Inc.)
Separation Benefits. 4.1 If this Agreement Employee’s employment is terminated either (x) by the Company without Cause in accordance with Section 6(cfor any reason other than for Cause, death or disability, or (y) (including the Company’s non-renewal of this Agreement) or by Employee resigning his employment for within ninety (90) days after the occurrence of Good Reason in accordance with Reason, and Section 6(d)4.2 does not apply, Employee shall be entitled to the following separation benefits:
(a) The Company shall have no further obligation pay, or cause to be paid, to Employee under this Agreement, except within 30 days of the Company shall provide the Accrued Obligations to Employee in accordance with Section 7(a) plus the following payments and benefits (collectively, the “Separation Benefits”) to Employee: Termination Date (i) the full base salary earned by Employee through, but unpaid at, the Termination Date, plus (ii) credit for any vacation earned by Employee but not used at the Termination Date, plus (iii) all other amounts owed by the Company to Employee (other than any bonus payment of any kind) but unpaid as of the Termination Date.
(b) The Company shall pay, or cause to be paid, to Employee (i) in a lump sum six (6) months after the Termination Date an amount equal to one times 200% of the sum of (A) Employee’s base annual salary at the Base Salary highest rate in effect at any time during the twelve (12) months immediately before the Termination Date plus the Annual Bonus received by Employee for the fiscal year preceding the Termination Date Date, and (or if Employee was employed B) Employee’s targeted bonus for less than one full fiscal the current year, and (ii) Employee’s targeted bonus payment for the year prior of termination prorated to the Termination Date, the Annual Bonus .
(c) The Company shall provide to Employee for purposes a period of this Section 7 shall be the Annual Bonus payable during the current fiscal year at the target amount provided aboveeighteen (18) (together, the “Separation Pay”); and (ii) during the six-month period commencing on months after the Termination Date that Employee is eligible to elect and elects to continue medical and/or dental coverage for himself and his eligible dependents under the Company’s group heath insurance plan pursuant medical and/or dental plans, without any cost to the Consolidated Omnibus Budget Reconciliation Act Employee in excess of 1985, as amended (“COBRA”), or similar state law, the Company shall reimburse Employee on a monthly basis for the difference between the amount Employee pays to effect and continue such coverage under COBRA and the any employee contribution amount that active employees would be payable by Employee if Employee remained employed by a member of the Company pay for the same or similar coverageCompany; provided, however, that if Employee becomes employed with another employer during such eighteen (18)-month period and is eligible to receive medical and/or dental coverage under another employer-provided plan, the medical and/or dental coverage described herein shall notify be secondary to those provided under such other plan. In addition, on the last day of such eighteen (18)-month period, the Company shall pay, or cause to be paid, to Employee an amount in writing cash equal to the aggregate amount that would be payable by the Company for such medical and/or dental coverage for six (6) months if Employee remained employed by the Company for such period.
(d) The restrictions applicable to each share of non-vested restricted stock of Bxxxx Shoe held by Employee that would have vested within five days after he becomes eligible after the two (2) year period following the Termination Date for group health insurance coverage, if any, through subsequent employment or otherwise and had Employee remained employed by the Company shall lapse as of the Termination Date.
(e) Each non-vested option to purchase Bxxxx Shoe stock held by Employee that would have no further reimbursement obligation after vested within the two (2) year period following the Termination Date had Employee becomes eligible remained employed by the Company shall vest as of the Termination Date.
(f) The Company shall pay the reasonable costs of outplacement services selected by the Company for group health insurance coverage due to subsequent employment or otherwise. The Separation Pay shall be paid to Employee in a lump sum within 60 days reasonable period of time following the Termination Date; provided, however, that no Separation Pay such outplacement services shall be paid to Employee unless the Company receives, on or within 55 days provided after the Termination Date, an executed and fully effective copy of the Release (as defined below). Any COBRA reimbursements due under this Section shall be made by the last day of the month second calendar year following the month calendar year in which the applicable premiums were paid by Termination Date occurs.
4.2 If Employee. For the avoidance of doubt, Employee shall not be entitled to the Separation Benefits if this Agreement ’s employment is terminated within twenty-four (i24) due to Employee’s death; months after a Change of Control (ii) by the Company due to Employee’s Inability to Perform; (iiix) by the Company for any reason other than for Cause; , death or disability, or (ivy) by Employee without within ninety (90) days after the occurrence of Good Reason, Employee shall be entitled to the following separation benefits in place of, and not in addition to, the benefits set forth in Section 4.1:
(a) The Company shall pay, or cause to be paid, to Employee within 30 days of the Termination Date (i) the full base salary earned by Employee through, but unpaid at, the Termination Date, plus (ii) credit for any vacation earned by Employee but not taken at the Termination Date, plus (iii) all other amounts owed by the Company to Employee (other than any bonus payment of any kind) but unpaid as of the Termination Date.
(b) The Company shall pay, or cause to be paid, to Employee (i) in a lump sum six (6) months after the Termination Date an amount equal to 300% of the sum of (A) Employee’s base annual salary at the highest rate in effect at any time during the twelve (12) months immediately preceding the Termination Date, and (B) Employee’s targeted bonus for the current year; and (ii) Employee’s targeted bonus payment for the year of termination prorated to the Termination Date.
(c) The Company shall provide to Employee for a period of eighteen (18) months after the Termination Date medical and/or dental coverage under the Company’s medical and dental plans, without any cost to Employee in excess of any employee contribution that would be payable by Employee if Employee remained employed by the Company; provided, however, that if Employee becomes employed with another employer during such eighteen (18)-month period and is eligible to receive medical and/or dental coverage under another employer-provided plan, the medical and/or dental coverage described herein shall be secondary to those provided under such other plan. In addition, on the last day of such eighteen (18)-month period, the Company shall pay, or cause to be paid, to Employee an amount in cash equal to the aggregate amount that would be payable by the Company for such medical and/or dental coverage for eighteen (v18) months if Employee remained employed by the Company for such period.
(d) The restrictions applicable to each share of non-renewal vested restricted stock of Bxxxx Shoe held by Employee shall lapse and be exercisable as of the Termination Date.
(e) Each non-vested option to purchase Bxxxx Shoe stock held by Employee shall vest and be exercisable as of the Termination Date.
(f) For purposes of determining Employee’s benefit under the Company’s Supplemental Employment Retirement Plan, an additional three (3) years of Credited Service shall be credited to Employee’s actual or deemed Credited Service.
(g) The Company shall pay the reasonable costs of outplacement services selected by the Company for a reasonable period of time following the Termination Date; provided, however, that no such outplacement services shall be provided after the last day of the second calendar year following the calendar year in accordance with which the Termination Date occurs.
4.3 If Employee’s employment is terminated for any reason other than such reasons specified in Sections 4(b4.1 and 4.2, the Company shall pay, or cause to be paid, to Employee within 30 days of the Termination Date (i) the full base salary earned by Employee through, but unpaid at, the Termination Date, plus (ii) credit for any vacation earned by Employee but not taken at the Termination Date, plus (iii) all other amounts owed by the Company to Employee (other than any bonus payment of any kind) but unpaid as of the Termination Date.
4.4 The benefits set forth in Sections 4.1(c) and 6(f)4.2(c) shall run concurrently with any period of continuation coverage to which Employee is entitled under Section 601 of ERISA. Upon Employee’s re-employment during the period specified in each such Section, to the extent covered by the new employer’s plan, coverage under the Company’s plan shall lapse, subject to any continuation of coverage rights under Section 601 of ERISA. Employee’s participation in and/or coverage under all other employee benefit plans, programs or arrangements sponsored or maintained by the Company shall cease effective as of the Termination Date except as otherwise provided in such employee benefit plan, program or arrangement.
Appears in 1 contract
Separation Benefits. If Although Employee is not otherwise entitled to benefits under this Section 4 and provided that Employee satisfies the conditions of this Agreement is terminated either by and does not revoke this Agreement, the Company without Cause will do the following:
(a) Pay to Employee the gross amount of $ ______________________, which equals six (6) months of severance pay at a rate of $ _________________per week ("Separation Benefits"). This amount, less legal deductions, will be paid in accordance with Section 6(cEmployee's current pay schedule for a period from ___________________ to ___________________ (the "Severance Pay Period"), provided that the first payment shall not be made until after the expiration of the revocation period, and which first payment will include any missed payments between the first payment due date and the expiration of the revocation period.
(b) (including Employee will cease to be eligible to participate under any bonus, incentive compensation, commission, medical, vision, dental, life insurance, retirement, and other compensation or benefit plans of the Company or any affiliate on the Separation Date. Thereafter, Employee will have no rights under any of those plans, except as follows:
i) If Employee was enrolled in the Company’s non-renewal 's medical, vision, and/or dental plans on the Separation Date, Employee may elect to continue Employee's participation and that of this Agreement) or by Employee resigning his employment for Good Reason Employee's qualified dependents in those plans in accordance with Section 6(dthe federal law known as "COBRA." If Employee does so by signing and returning the COBRA election form in a timely manner, then, through the end of the Severance Pay Period, or, if earlier, until the date Employee begins new employment (including without limitation self-employment or engaging in an enterprise as a sole proprietor or partner), the Company shall have no further obligation to Employee under this Agreement, except the Company shall provide the Accrued Obligations to Employee in accordance with Section 7(a) plus the following payments and benefits (collectively, the “Separation Benefits”) to Employee: (i) an amount equal to one times the sum of the Base Salary in effect immediately before the Termination Date plus the Annual Bonus received by Employee for the fiscal year preceding the Termination Date (or if Employee was employed for less than one full fiscal year prior to the Termination Date, the Annual Bonus for purposes of this Section 7 shall be the Annual Bonus payable during the current fiscal year at the target amount provided above) (together, the “Separation Pay”); and (ii) during the six-month period commencing on the Termination Date that Employee is eligible to elect participate in group medical and elects dental plans in connection with such new employment, the Company will contribute to the premium cost of Employee's coverage and that of Employee's qualified dependents under its medical, vision, and dental plans at the same rate that it contributes to the premium cost of coverage of active employees and their qualified dependents. To be eligible for these premium contributions, however, Employee must pay the remainder of the premium costs by deductions from Employee's severance payments. After the Severance Pay Period when the Company's contributions end, Employee may continue coverage for himself and his eligible dependents under the Company’s group heath insurance plan pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), or similar state law, the Company shall reimburse Employee on a monthly basis for the difference between the amount Employee pays to effect and continue such coverage under COBRA and the employee contribution amount that active employees remainder of the Company pay for the same or similar coverage; provided, however, that Employee shall notify the Company in writing within five days after he becomes eligible after the Termination Date for group health insurance coverageCOBRA period, if any, through subsequent employment or otherwise and by paying the Company shall have no further reimbursement obligation after full premium cost plus an administrative fee.
ii) Employee becomes eligible for group health insurance coverage due to subsequent employment or otherwise. The Separation Pay shall be paid to Employee in a lump sum within 60 days will retain vested benefits under all qualified retirement plans of the Termination Date; providedCompany, howeverand all rights associated with such benefits, that no Separation Pay shall be paid as determined under the official terms of those plans.
(c) Employee is responsible for paying any taxes on amounts Employee receives in connection with this Agreement. Employee agrees to Employee unless the Company receives, on or within 55 days after the Termination Date, an executed indemnify and fully effective copy of the Release (as defined below). Any COBRA reimbursements due under this Section shall be made by the last day of the month following the month in which the applicable premiums were paid by Employee. For the avoidance of doubt, Employee shall not be entitled to the Separation Benefits if this Agreement is terminated (i) due to Employee’s death; (ii) by the Company due to Employee’s Inability to Perform; (iii) by hold harmless the Company for Cause; (iv) by all expenses, penalties, or interest charges the Company incurs as a result of not paying taxes on, or withholding taxes from, amounts paid under this Agreement. Employee without Good Reason; further agrees not to make any claim against the Company or (v) by non-renewal by any other person based on how the Company reports amounts paid under this Agreement to tax authorities, or if an adverse determination is made as to the tax treatment of any amounts payable under this Agreement. In addition, Employee in accordance with Sections 4(b) understands and 6(f)agrees that the Company has no duty to try to prevent such an adverse determination.
Appears in 1 contract
Samples: Employment Agreement (Multi Link Telecommunications Inc)
Separation Benefits. If this Agreement is terminated either by the Company terminates Executive’s employment without Cause Cause, or Executive terminates his employment by reason of a Constructive Termination (defined in Section 12(d) below), and provided there has not been a Change of Control (defined in Section 12(b) below), and provided further that Executive signs the General Release provided in Exhibit B (the “Release”) within 21 days following such termination and such Release becomes effective after the application of any revocation period, Executive shall be entitled to the following separation benefits:
(a) a cash payment to be paid in accordance with Section 6(c) (including the Company’s non-renewal 11 of this Agreement) or by Employee resigning his employment for Good Reason in accordance with Section 6(d), Agreement equal to the Company shall have no further obligation to Employee under this Agreement, except the Company shall provide the Accrued Obligations to Employee in accordance with Section 7(a) plus the following payments and benefits (collectively, the “Separation Benefits”) to Employee: aggregate of:
(i) an amount equal to one times the sum year of the Executive’s then current Base Salary in effect immediately before the Termination Date plus the Annual Bonus received by Employee for the fiscal year preceding the Termination Date (or if Employee was employed for less than one full fiscal year prior to the Termination Date, the Annual Bonus for purposes of this Section 7 shall be the Annual Bonus payable during the current fiscal year at the target amount provided above) (together, the “Separation Pay”)Salary; and and
(ii) during the six-month period commencing on amount of bonuses received by Executive under STIP (or any successor cash incentive program) for the Termination Date that Employee is eligible last STIP periods totaling 12 months preceding the termination date;
(b) Upon Executive’s timely election to elect and elects to continue receive continued health care coverage for himself and his eligible dependents under the Company’s group heath insurance plan pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended Internal Revenue Code Section 4980B (“COBRA”), or similar state law, Executive shall be provided with continued coverage under the Company shall reimburse Employee on a monthly basis Company’s group health plan at the Company’s expense for the difference between benefit of Executive and his eligible dependents until the amount Employee pays earlier to effect occur of (a) the expiration of the twelve (12)-month period measured from Executive’s termination date or (b) the first date on which Executive and continue such his eligible dependents are covered under another employer’s health benefit program without exclusion for any pre-existing medical condition. Any additional healthcare coverage to which Executive and his dependents may be entitled under COBRA and following the employee contribution amount that active employees period of the Company pay for the same or similar coverage; provided, however, that Employee shall notify the Company in writing within five days after he becomes eligible after the Termination Date for group health insurance coverage, if any, through subsequent employment or otherwise and the Company shall have no further reimbursement obligation after Employee becomes eligible for group health insurance such continued coverage due to subsequent employment or otherwise. The Separation Pay shall be paid to Employee at Executive’s and/or his dependents’ sole cost and expense; and
(c) Acceleration in a lump sum within 60 days vesting by 18 months of the Termination Date; provided, however, all equity awards (options and restricted stock units) that no are outstanding and unvested as of Executive’s Separation Pay shall be paid to Employee unless the Company receives, on or within 55 days after the Termination Date, an executed and fully effective copy of the Release from Service (as defined in Section 12(e) below)) and twelve (12) months from Executive’s Separation from Service to exercise all options that are outstanding as of the Separation from Service, or the remaining term of the option, whichever is shorter. Any COBRA reimbursements due under this Section After giving effect to the foregoing acceleration in vesting, all equity grants that are unvested as of the date of Separation from Service shall be made by the last day of the month following the month in which the applicable premiums were paid by Employee. For the avoidance of doubt, Employee shall not be entitled to the Separation Benefits if this Agreement is terminated (i) due to Employee’s death; (ii) by the Company due to Employee’s Inability to Perform; (iii) by the Company for Cause; (iv) by Employee without Good Reason; or (v) by non-renewal by Employee in accordance with Sections 4(b) and 6(f)immediately cancelled.
Appears in 1 contract
Separation Benefits. If Executive signs, dates and returns this Agreement is terminated either to Company by December 6, 2023 and complies with the Company without Cause in accordance with Section 6(c) (including the Company’s non-renewal terms of this Agreement, Company will provide Executive with the following:
(a) or by Employee resigning his employment for Good Reason in accordance with Section 6(d), the Company shall have no further obligation to Employee under this Agreement, except the Company shall provide the Accrued Obligations to Employee in accordance with Section 7(a) plus the following payments and benefits Continuation of Executive’s base salary (collectively, the “Separation Benefits”) to Employee: (i) an amount equal to one times the sum of the Base Salary as in effect immediately before prior to the Termination Date plus Date) for a period of six (6) months commencing upon Executive’s “separation from service” within the Annual Bonus received by Employee meaning of Section 409A (as defined below), subject to Section 12(j) of this Agreement.
(b) Executive shall be entitled to receive payment of the Company portion of premiums for the fiscal year preceding COBRA continuation coverage for Executive and her dependents under applicable Company plans for twelve (12) months following the Termination Date (subject to Executive’s timely election of COBRA continuation coverage).
(c) The Company shall provide up to nine (9) months of outplacement services for Executive at an outplacement firm of the Company’s choosing, which Executive may use at any time between the Termination Date and the twelve months following the conclusion of the Consulting Period as defined in the Consulting Agreement (defined below); and
(d) Company will agree to enter into a consulting arrangement with Executive (with an effective date as of the first business day following the Separation Date) in the form of Consulting Agreement attached hereto as Exhibit A (the “Consulting Agreement”).
(e) Company shall directly pay Xxxxx+Xxxxxxx LLP for Executive’s attorneys’ fees in an amount not to exceed $10,000 in connection with review and negotiation of this Agreement. Executive shall submit a written invoice for such attorneys’ fees within fourteen (14) days of the Termination Date and Company shall pay Xxxxx+Xxxxxxx LLP in accordance with this Section 3(e) within thirty (30) days after its receipt of such invoice, provided that Executive has provided to Company a Form W-9 and any other form reasonably requested to initiate such payment. Executive acknowledges and agrees that (i) the severance and other benefits described in this Section 3 are in lieu of and in excess of anything to which Executive otherwise would be entitled without executing this Agreement and such payments and benefits will not be considered compensation for purposes of any employee benefit plan, program, policy or if Employee was employed for less than one full fiscal year arrangement maintained or hereafter established by Company or any of the other Released Parties, and (ii) as of immediately prior to the Termination Date, Executive is not considered a participant in the Annual Bonus for purposes of this Section 7 shall be the Annual Bonus payable during the current fiscal year at the target amount provided above) (togetherAllscripts Healthcare Solutions, the “Separation Pay”); and (ii) during the six-month period commencing on the Termination Date that Employee is eligible to elect and elects to continue coverage for himself and his eligible dependents under the Company’s group heath insurance plan pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985Inc. Severance Plan, as amended (“COBRA”)October 1, or similar state law, the Company shall reimburse Employee on a monthly basis for the difference between the amount Employee pays to effect 2014 and continue such coverage under COBRA and the employee contribution amount that active employees of the Company pay for the same or similar coverage; provided, however, that Employee shall notify the Company in writing within five days after he becomes eligible after the Termination Date for group health insurance coverage, if any, through subsequent employment or would not otherwise and the Company shall have no further reimbursement obligation after Employee becomes eligible for group health insurance coverage due to subsequent employment or otherwise. The Separation Pay shall be paid to Employee in a lump sum within 60 days of the Termination Date; provided, however, that no Separation Pay shall be paid to Employee unless the Company receives, on or within 55 days after the Termination Date, an executed and fully effective copy of the Release (as defined below). Any COBRA reimbursements due under this Section shall be made by the last day of the month following the month in which the applicable premiums were paid by Employee. For the avoidance of doubt, Employee shall not be entitled to receive any severance benefits thereunder in connection with the Separation Benefits if this Agreement is terminated (i) due to Employeetermination of Executive’s death; (ii) by the Company due to Employee’s Inability to Perform; (iii) by the Company for Cause; (iv) by Employee without Good Reason; or (v) by non-renewal by Employee in accordance with Sections 4(b) and 6(f)employment.
Appears in 1 contract
Samples: Separation Agreement (Veradigm Inc.)
Separation Benefits. If In consideration of your release and waiver of claims set forth in paragraph 3 below and in the Supplemental Release of Claims attached as Exhibit B (the “Supplemental Release”), and subject to your execution and non-revocation of this Agreement is terminated either by Agreement, and continued compliance with this Agreement, including, but not limited to, paragraph 13 hereof, you acknowledge and agree that you will not be eligible for any compensation or benefits after the Company without Cause Separation Date except for the following (the compensation and benefits provided in this paragraph 2(c) the “Severance Benefits”):
(i) Continued payment of your current base salary through December 31, 2014, payable in accordance with Section 6(c) (including the Company’s non-renewal of this Agreementregular payroll practices;
(ii) or by Employee resigning his employment for Good Reason in accordance with Section 6(d), the Company shall have no further obligation to Employee under this Agreement, except the Company shall provide the Accrued Obligations to Employee in accordance with Section 7(a) plus the following payments and benefits (collectively, the “Separation Benefits”) to Employee: (i) an An amount equal to one times the $100,000, payable in a lump sum on or before January 15, 2015;
(iii) Subject to your election of the Base Salary in effect immediately before the Termination Date plus the Annual Bonus received by Employee for the fiscal year preceding the Termination Date (or if Employee was employed for less than one full fiscal year prior to the Termination Date, the Annual Bonus for purposes of this Section 7 shall be the Annual Bonus payable during the current fiscal year at the target amount provided above) (together, the “Separation Pay”); and (ii) during the six-month period commencing on the Termination Date that Employee is eligible to elect and elects to continue COBRA continuation coverage for himself you and his eligible your dependents under the Company’s group heath insurance plan pursuant health plan, a monthly payment on the first regularly scheduled payroll date during each month through December 31, 2014 following the Separation Date of an amount equal to the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), or similar state law, the Company shall reimburse Employee on a monthly basis for the difference between the amount Employee pays to effect and continue such coverage under COBRA and the employee contribution amount that active employees applicable employer contribution” of the Company pay for the same or similar coveragemonthly COBRA premium cost; provided, howeverthat the payments pursuant to this clause (iii) shall cease in the event that you become eligible to receive any health benefits, that Employee shall notify including through a spouse’s employer, during such period. For purposes hereof, the Company in writing within five days after he becomes eligible after the Termination Date for group health insurance coverage, if any, through subsequent employment or otherwise and the Company shall have no further reimbursement obligation after Employee becomes eligible for group health insurance coverage due to subsequent employment or otherwise. The Separation Pay “applicable employer contribution” shall be paid equal to Employee in a lump sum within 60 days an amount such that the cost to you of your monthly COBRA premiums will be no more than your share of the Termination Date; provided, however, that no Separation Pay shall be paid to Employee unless the Company receives, on or within 55 days after the Termination Date, an executed and fully effective copy of the Release (as defined below). Any COBRA reimbursements due under this Section shall be made by the last day of the month following the month in which the applicable premiums were paid by Employee. For the avoidance of doubt, Employee shall not be entitled cost immediately prior to the Separation Benefits if this Agreement is terminated (i) due to EmployeeDate for medical, dental and vision benefits under the Company’s death; (ii) by the Company due to Employee’s Inability to Perform; (iii) by the Company for Cause; health, dental and vision plans, as applicable;
(iv) by Employee without Good ReasonAll of the outstanding and vested stock options to purchase the Company’s common stock granted to you will remain exercisable until the date that is thirty (30) days following the expiration of the “lock-up” period set forth in the lock-up agreement you entered into in connection with the Company’s initial public offering, and will otherwise remain subject to all of the provisions of the Company’s 2009 Stock Plan (the “Stock Plan”) and applicable award agreement; or and
(v) by non-renewal by Employee The Company will pack and ship, at its expense, your personal property from the Company’s offices and other locations in accordance with Sections 4(b) Utah and 6(f)Kansas City to Chandler, Arizona.
Appears in 1 contract
Samples: Separation and Release Agreement (Healthequity Inc)
Separation Benefits. If (i) the Company terminates Executive’s employment under this Agreement without Cause pursuant to Section 8(b) of this Agreement, (ii) the Executive resigns his employment under this Agreement for Good Reason pursuant to Section 8(c) of this Agreement, or (iii) the Executive’s employment under this Agreement is terminated either by reason of Executive’s death or permanent incapacity under Sections 8(d) or (e), respectively, and contingent upon Executive (or the estate or representative of Executive in the event of death) first signing a separation agreement and general release of all claims against the Company, its affiliates and representatives, in a form prepared by the Company without Cause in accordance with Section 6(c) (including the Company’s non-renewal of this Agreement) or by Employee resigning his employment for Good Reason in accordance with Section 6(d), the Company shall have no further obligation to Employee under this Agreement, except the Company shall provide the Accrued Obligations to Employee in accordance with Section 7(a) plus the following payments and benefits (collectively, the “Separation Benefits”) to Employeeshall: (ix) an amount pay a cash lump sum payment equal to one two times the sum of the Executive’s Base Salary then in effect immediately before at the Termination Date plus the Annual Bonus received by Employee for the fiscal year preceding the Termination Date date of termination or resignation; (or if Employee was employed for less than one full fiscal year prior y) pay to Executive a cash lump sum payment equal to the Termination Date, bonus under the Annual Bonus for purposes of this Section 7 shall be the Annual Bonus payable during the current fiscal year bonus plan in effect at the target amount provided above) (togethertime of Executive’s termination, pro-rated based on Executive’s actual performance through the “Separation Pay”)month of Executive’s termination or resignation; and (iiz) during if Executive elects continued group health insurance coverage through the six-month period commencing on the Termination Date that Employee is eligible to elect and elects to continue coverage for himself and his eligible dependents under the Company’s group heath insurance plan Company pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), pay the full amount of the premium for Executive’s COBRA coverage for a period of eighteen (18) months from the COBRA coverage election date (the “COBRA Coverage Period”), unless or until the Board determines, in its discretion, that providing or paying for such benefits results in a violation of 409A of the Internal Revenue Code of 1986, as amended (“409A”) or an impermissible discrimination under federal or state tax laws, including but not limited to the Employee Retirement Income Security Act, Public Health Services Act, or any other similar law, or would otherwise result in a penalty or adverse tax consequences to the Company; provided that in the event that the Board determines that providing or paying for such benefits results in a violation of 409A or an impermissible discrimination under federal or state tax laws, including but not limited to the Employee Retirement Income Security Act, Public Health Services Act, or any other similar law, or would otherwise result in a penalty or adverse tax consequences to the Company, the Company shall reimburse Employee on pay a monthly basis cash lump sum payment equal to the premium for Executive’s COBRA coverage for the difference between the amount Employee pays to effect and continue such coverage under remainder of Executive’s COBRA and the employee contribution amount that active employees Coverage Period. The form of the separation agreement and general release will be substantially similar to the form attached as Exhibit D, although the Company pay for reserves the right to seek revisions to such form to the extent necessary under then applicable law to effectuate the intent of a full general release to the greatest extent permitted by law as set forth in the attached form. The Company will make all payments due under this Section 8(g) within five (5) days after the last to occur of (A) the Executive’s execution of the separation agreement and general release, and (B) the statutory revocation period set forth in Section 11 of the separation agreement and general release attached as Exhibit D has expired, as the same may be modified as contemplated by this Section 8(g). If such separation agreement and general release is not executed by Executive and received by the Company within sixty (60) days following the effective date of termination, or similar coverageif the Executive revokes all or any part of such separation agreement and general release, Executive shall forfeit all right to any separation benefits under this Section 8(g). Except as otherwise provided by this section, Executive shall have no right to receive compensation or other benefits after the effective date of the termination or resignation; provided, however, that Employee shall notify the Company nothing in writing within five days after he becomes eligible after the Termination Date for group health insurance coverage, if any, through subsequent employment or otherwise and the Company shall have no further reimbursement obligation after Employee becomes eligible for group health insurance coverage due to subsequent employment or otherwise. The Separation Pay shall be paid to Employee in a lump sum within 60 days of the Termination Date; provided, however, that no Separation Pay shall be paid to Employee unless the Company receives, on or within 55 days after the Termination Date, an executed and fully effective copy of the Release (as defined below). Any COBRA reimbursements due under this Section shall be made by the last day of the month following the month in which the applicable premiums were paid by Employee. For the avoidance of doubt, Employee shall not be entitled to the Separation Benefits if this Agreement is terminated (i) due intended to Employee’s death; (ii) by affect any rights that Executive may have as a shareholder of the Company due or to Employee’s Inability to Perform; (iii) by the Company for Cause; (iv) by Employee without Good Reason; or (v) by non-renewal by Employee in accordance with Sections 4(b) and 6(f)which Executive may be entitled under any employee benefit plan.
Appears in 1 contract
Samples: Employment Agreement (Latrobe Specialty Metals, Inc.)
Separation Benefits. If As consideration for the Employee's execution of, non- revocation of, and compliance with this Agreement, including the Employee's waiver and release of claims in Section 4, the Employer agrees to provide the following benefits to which the Employee is not otherwise entitled:
(a) a pro-rata portion of the EBITDA Bonus and the Net Revenue Bonus, as those terms are defined in the Executive Employment Agreement is terminated either by executed on [DATE] (“Employment Agreement”), for fiscal year [YEAR], calculated based on 100% achievement of respective targets, but pro-rated to reflect the number of full months worked during the fiscal year (the “Pro-Rata Bonus”), to be paid at the later of (A) the time the EBITDA Bonus and the Net Revenue Bonus would normally be paid under Sections 4(c) and 4(d) of the Employment Agreement or (B) the first regular pay day after the forty-fifth (45th) day after the date of termination of employment;
(b) any RSUs described in 4(e) of the Employment Agreement which have not yet been granted or vested as of the date of termination shall be granted and deemed vested, which shall be settled on the later of (A) the time the RSUs would normally be settled under Section 4(e) of the Employment Agreement or (B) the first business day after the forty-fifth (45th) day after the date of termination of employment;
(c) the equivalent of 1.5x the Base Salary as defined in the Employment Agreement, payable in equal installments commencing on the first regular pay day after the termination of the Employee’s employment with the Company without Cause in accordance with Section 6(cand on each regular pay day thereafter through the 18-month anniversary of the termination; and
(d) reimbursement for the Employee’s cost of COBRA premiums for health insurance continuation coverage (including to the Company’s non-renewal extent such premiums exceed the contributory cost for the same coverage that the Employer charges active employees) through the 18- month anniversary of the termination or until his right to COBRA continuation expires, whichever is shorter; provided that Executive timely elects and is eligible for COBRA coverage. Notwithstanding the foregoing, no payment shall be made or begin before the Effective Date of this Agreement) or by . The Employee resigning his employment understands, acknowledges, and agrees that these benefits exceed what the Employee is otherwise entitled to receive on separation from employment, and that these benefits are being given as consideration in exchange for Good Reason in accordance with Section 6(d), the Company shall have no further obligation to Employee under executing this Agreement, except including the Company shall provide general release contained in it. The Employee further acknowledges that the Accrued Obligations to Employee in accordance with Section 7(a) plus the following payments and benefits (collectively, the “Separation Benefits”) to Employee: (i) an amount equal to one times the sum of the Base Salary in effect immediately before the Termination Date plus the Annual Bonus received by Employee for the fiscal year preceding the Termination Date (or if Employee was employed for less than one full fiscal year prior to the Termination Date, the Annual Bonus for purposes of this Section 7 shall be the Annual Bonus payable during the current fiscal year at the target amount provided above) (together, the “Separation Pay”); and (ii) during the six-month period commencing on the Termination Date that Employee is eligible to elect and elects to continue coverage for himself and his eligible dependents under the Company’s group heath insurance plan pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), or similar state law, the Company shall reimburse Employee on a monthly basis for the difference between the amount Employee pays to effect and continue such coverage under COBRA and the employee contribution amount that active employees of the Company pay for the same or similar coverage; provided, however, that Employee shall notify the Company in writing within five days after he becomes eligible after the Termination Date for group health insurance coverage, if any, through subsequent employment or otherwise and the Company shall have no further reimbursement obligation after Employee becomes eligible for group health insurance coverage due to subsequent employment or otherwise. The Separation Pay shall be paid to Employee in a lump sum within 60 days of the Termination Date; provided, however, that no Separation Pay shall be paid to Employee unless the Company receives, on or within 55 days after the Termination Date, an executed and fully effective copy of the Release (as defined below). Any COBRA reimbursements due under this Section shall be made by the last day of the month following the month in which the applicable premiums were paid by Employee. For the avoidance of doubt, Employee shall not be entitled to the Separation Benefits if any additional payment or consideration not specifically referenced in this Agreement is terminated (i) due to Employee’s death; (ii) by the Company due to Employee’s Inability to Perform; (iii) by the Company for Cause; (iv) by Employee without Good Reason; or (v) by non-renewal by Employee in accordance with Sections 4(b) and 6(f)Agreement.
Appears in 1 contract
Samples: Executive Employment Agreement (Hudson Global, Inc.)
Separation Benefits. If Employee is not eligible for any payments or benefits by virtue of Employee’s employment with the Company or termination thereof except for those expressly described in this Agreement. Employee will not receive the pay and benefits described in Section 2 of this Agreement if Employee (i) does not sign and return this Agreement, (ii) revokes this Agreement after signing it during the applicable revocation period, or (iii) violates any of the terms and conditions set forth in this Agreement. If Employee timely signs this Agreement and does not revoke it, and complies with the terms of this Agreement, Employee will receive the following benefits in consideration of Employee’s releases of claims in favor of the Company, which are in addition to anything Employee is terminated either otherwise entitled to or has been paid by the Company, including but not limited to any accrued and unused vacation pay:
(a) The Company without Cause shall pay Employee the aggregate gross amount of $200,000 (six (6) months’ base salary), less applicable withholding deductions (the “Severance Amount”), which will be paid in accordance with Section 6(c) (including the Company’s non-renewal customary payroll procedures commencing with the first payroll date following the Effective Date, as defined in Section 10(d) of this Agreement, and continuing until the Severance Amount is paid in full.
(b) or by Employee resigning his employment for Good Reason in accordance with Section 6(d)Employee’s medical, the Company shall have no further obligation to Employee under this Agreement, except the Company shall provide the Accrued Obligations to Employee in accordance with Section 7(a) plus the following payments dental and vision benefits (collectively, the “Separation Benefits”) to Employee: (i) an amount equal to one times the sum coverage will end as of the Base Salary last day of the month in effect immediately before the Termination Date plus the Annual Bonus received by which Employee’s employment terminates, unless Employee for the fiscal year preceding the Termination Date (or if Employee was employed for less than one full fiscal year prior to the Termination Date, the Annual Bonus for purposes of this Section 7 shall be the Annual Bonus payable during the current fiscal year at the target amount provided above) (together, the “Separation Pay”); and (ii) during the six-month period commencing on the Termination Date that Employee is eligible to elect and elects to continue coverage self-pay for himself and his eligible dependents health insurance continuation benefits under the Company’s group heath insurance plan pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended 1985 (“COBRA”).
(c) The Company currently maintains a $1,500,000 life insurance policy for Employee’s benefit (Carrier: ING Reliastar Life), or similar state law, for which the Company shall reimburse Employee on a monthly basis cost of the annual premium has previously been paid for the difference between the amount Employee pays annual period ended February 23, 2013. If employee desires to effect and continue such coverage under COBRA and the employee contribution amount that active employees of the Company pay for the same or similar coverage; provided, however, that Employee shall notify the Company in writing within five days after he becomes eligible after the Termination Date for group health insurance coverage, if any, through subsequent employment or otherwise and the Company shall have no further reimbursement obligation after Employee becomes eligible for group health insurance coverage due to subsequent employment or otherwise. The Separation Pay shall be paid to Employee in a lump sum within 60 days of the Termination Date; provided, however, that no Separation Pay shall be paid to Employee unless the Company receives, on or within 55 days this policy after the Termination Date, an executed and fully effective copy the Company shall transfer ownership of the Release policy to Employee. Employee will be responsible for payment directly to the carrier of all premiums after the Termination Date and the Company will not have any further obligation to pay any costs or premiums associated with such insurance plan at any time.
(as defined belowd) Employee has been covered under a Company group long-term disability insurance policy (“Group LTD”) and a Company group core life and AD&D insurance policy (“Group Life” and, together with Group LTD, the “Policies”) (Carrier: Cigna). Any COBRA reimbursements due under In the event Employee elects to continue coverage and convert the Policies to individual policies after the Termination Date, Employee will be responsible for payment directly to the carrier of all premiums after the Termination Date and the Company will not have any further obligation to pay any costs or premiums associated with the Policies at any time.
(e) Except as expressly provided in this Section shall be made 2 or as required by the last day of the month following the month in which the applicable premiums were paid by Employee. For the avoidance of doubtlaw, Employee shall not have the right to continue participation in any Company benefit plan following the Termination Date.
(f) Pursuant to a Stock Option Agreement, dated September 8, 2011, between the Company and Employee (“September 2011 Option Agreement”), Employee was granted 150,000 stock options with an exercise price of $0.62 per share under the Company’s 2010 Long Term Incentive Equity Plan (“2010 Plan”), of which 75,000 stock options have previously vested. In accordance with the terms of the September 2011 Option Agreement, the 75,000 stock options that would have otherwise vested on August 22, 2013 will continue to vest as scheduled, and such stock options, together with the 75,000 stock options that have previously vested, will continue to be entitled exercisable until September 7, 2021.
(g) Pursuant to a Stock Option Agreement, dated January 11, 2012, between the Separation Benefits if this Agreement is terminated Company and Employee (“January 2012 Option Agreement”), Employee was granted 42,000 stock options with an exercise price of $0.40 per share under the 2010 Plan, of which 28,000 stock options have previously vested. In accordance with the terms of the January 2012 Option Agreement, any stock options that have vested as of the Termination Date will be exercisable for a period of three (3) months after the Termination Date. Any stock options that have not vested as of the Termination Date will expire on the Termination Date.
(h) Pursuant to a Restricted Stock Agreement, dated September 8, 2011, between the Company and Employee (“September 2011 Restricted Stock Agreement”), Employee was issued 80,000 shares of restricted stock under the 2010 Plan, of which 40,000 shares have previously vested and 40,000 shares are scheduled to vest on August 22, 2013. In accordance with the terms of the September 2011 Restricted Stock Agreement, the 40,000 shares of restricted stock that have vested as of the Termination Date will remain vested and outstanding, and the 40,000 shares of restricted stock that would have otherwise vested on August 22, 2013 will continue to vest as scheduled.
(i) due Pursuant to Employee’s death; (ii) by a Restricted Stock Agreement, dated January 11, 2012, between the Company due and Employee (“January 2012 Restricted Stock Agreement”), Employee was issued 18,000 shares of restricted stock under the 2010 Plan, of which 12,000 shares have previously vested and 6,000 shares are scheduled to Employee’s Inability to Perform; (iii) by the Company for Cause; (iv) by Employee without Good Reason; or (v) by non-renewal by Employee in vest on January 12, 2014. In accordance with Sections 4(bthe terms of the January 2012 Restricted Stock Agreement, the 12,000 shares of restricted stock that have vested as of the Termination Date will remain vested and outstanding, and the 6,000 shares of restricted stock that have not vested as of the Termination Date will expire on the Termination Date.
(j) Employee shall remain subject to the Company’s Xxxxxxx Xxxxxxx Policy and 6(f)applicable securities laws, which impose limits on when employees or recently separated employees are permitted to trade in the Company’s securities.
Appears in 1 contract
Samples: Separation Agreement (Frederick's of Hollywood Group Inc /Ny/)
Separation Benefits. If As consideration for the Employee’s execution, non-revocation of, and compliance with this Agreement is terminated either Agreement, including the waiver and release of claims in Section 5, Chefs’ agrees to provide the following benefits:
(a) Installment payments equal to the Employee’s current salary for a period of eighteen (18) months following the Separation Date, equaling a total of five hundred sixty-two thousand dollars ($562,500.00) minus all relevant taxes and other withholdings to be paid weekly starting on the first pay period following the Effective Date (as defined herein in Section 9) but no later than sixty (60) days following the Separation Date. The final day of the eighteen (18) month period shall be the End Date. The first installment payment shall include all amounts that would otherwise have been paid to the Employee during the period beginning on the Separation Date and ending on the first payment date.
(b) Provided the Employee remains reasonably available as required by Section 4 herein, Employee shall be eligible for a pro-rata bonus for work performed in 2017 through the Company without Cause Separation Date. The amount of the bonus shall be conditioned upon the financial performance of Chefs’ and any other applicable terms of the 2017 Cash Incentive Plan pursuant to the terms of the 2011 Omnibus Equity Incentive Plan (collectively, the “Plan”). The pro-rata bonus, if due under the terms of the Plan, shall be payable in accordance with the terms of the Plan.
(c) Section 6(c2(b)(iii) of the certain Restricted Share Award Agreement -- Transaction Bonus Award Grant, dated April 6, 2015 shall be deemed null and void and no shares shall be forfeited by virtue of the end of Employee’s employment.
(including d) Provided the Company’s nonEmployee remains reasonably available as required by Section 4 herein on March 7, 2018, all shares due to Employee under the terms of his Time-renewal Based Share Awards as of this AgreementMarch 7, 2018, totaling three thousand four hundred one (3,401) or by Employee resigning his employment for Good Reason in accordance with Section 6(d)shares, the Company shall vest. Chefs’ shall have no further obligation to grant or vest additional shares, it being the understanding and agreement of the Parties that no additional shares are due or owing. Accordingly, except with respect to the three thousand four hundred one (3,401) shares specifically set forth herein for which vesting conditions have been waived, all share grants shall be canceled with respect to shares for which any time, performance, or other criteria have not been met as of the Execution Date.
(e) Chefs’ agrees to pay for the full cost of health and dental insurance premiums for Employee and his currently-enrolled dependents for the lesser of twelve (12) months or the date upon which Employee begins full-time employment, providing consulting services on a full-time basis, or engaging in a sole proprietorship or partnership on a full-time basis. At the conclusion of the twelve (12) month period, Employee will be notified of his rights to continue coverage under COBRA as required by law.
(f) At Employee’s request, Chefs’ will provide Employee’s prospective future employers with confirmation of the Employee’s employment with Chefs’, including his dates of employment and salary information.
(g) The Employee understands, acknowledges and agrees that these benefits exceed what he is otherwise entitled to receive upon separation from employment, and that these benefits are in exchange for executing this Agreement. Employee specifically waives any entitlement to benefits or compensation not contained herein; provided, however, notwithstanding any other provision of this Agreement, except Employee is retaining claims arising from: (i) any rights the Company shall provide Employee may have to be indemnified for his actions (or inactions) as an officer and/or director of the Accrued Obligations to Employee in accordance with Section 7(aCompany; and (ii) plus the following payments and benefits any claims that cannot be waived by law (collectively, the “Separation BenefitsRetained Claims”) to Employee: (i) an amount equal to one times ). Except as such obligation may arise from the sum of the Base Salary in effect immediately before the Termination Date plus the Annual Bonus received by Employee for the fiscal year preceding the Termination Date (or if Employee was employed for less than one full fiscal year prior to the Termination DateRetained Claims, the Annual Bonus for purposes of this Section 7 shall be the Annual Bonus payable during the current fiscal year at the target amount provided above) (together, the “Separation Pay”); and (ii) during the six-month period commencing on the Termination Date that Employee is eligible further acknowledges no entitlement to elect and elects to continue coverage for himself and his eligible dependents under the Company’s group heath insurance plan pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), any additional payment or similar state law, the Company shall reimburse Employee on a monthly basis for the difference between the amount Employee pays to effect and continue such coverage under COBRA and the employee contribution amount that active employees of the Company pay for the same or similar coverage; provided, however, that Employee shall notify the Company in writing within five days after he becomes eligible after the Termination Date for group health insurance coverage, if any, through subsequent employment or otherwise and the Company shall have no further reimbursement obligation after Employee becomes eligible for group health insurance coverage due to subsequent employment or otherwise. The Separation Pay shall be paid to Employee in a lump sum within 60 days of the Termination Date; provided, however, that no Separation Pay shall be paid to Employee unless the Company receives, on or within 55 days after the Termination Date, an executed and fully effective copy of the Release (as defined below). Any COBRA reimbursements due under this Section shall be made by the last day of the month following the month in which the applicable premiums were paid by Employee. For the avoidance of doubt, Employee shall consideration not be entitled to the Separation Benefits if this Agreement is terminated (i) due to Employee’s death; (ii) by the Company due to Employee’s Inability to Perform; (iii) by the Company for Cause; (iv) by Employee without Good Reason; or (v) by non-renewal by Employee in accordance with Sections 4(b) and 6(f)specifically referenced herein.
Appears in 1 contract
Samples: Separation and Release of Claims Agreement (Chefs' Warehouse, Inc.)
Separation Benefits. If this Agreement is terminated either by Upon termination of your employment with the Company without Cause in accordance with Section 6(c) (including for any reason, you will receive payment for all unpaid salary and vacation accrued as of the date of your termination of employment, and your benefits will be continued under the Company’s non-renewal then existing benefit plans and policies for so long as provided under the terms of this Agreement) or such plans and policies and as required by Employee resigning his employment for Good Reason applicable law. Under certain circumstances and conditioned upon your execution of a release and waiver of all claims, in accordance with Section 6(d)a form acceptable to the Company, against the Company and its officers, directors and affiliates, the return of any Company shall have no further obligation property you may then hold you will also be entitled to Employee under this Agreementreceive severance benefits as set forth below.
(a) In the event of your Voluntary Termination, except Termination for Cause, or Termination for Death or Disability, you will not be entitled to any cash severance benefits or additional vesting of the Option or any other Company shall provide equity awards you then hold.
(b) In the Accrued Obligations event of your Involuntary Termination or Termination without Cause, you will be entitled to Employee in accordance with Section 7(a) plus total severance payments equal to the following payments and benefits (collectively, the “Separation Benefits”) to Employee: sum of (i) 12 months of your annual base salary plus (ii) an amount equal to one times the sum of the Base Salary in effect immediately before the Termination Date plus the Annual Bonus received by Employee for the fiscal year preceding the Termination Date (or if Employee was employed for less than one full fiscal year prior to the Termination Date, the Annual Bonus for purposes of this Section 7 shall be the Annual Bonus payable during the current fiscal year at the your pro-rated target amount provided above) (together, the “Separation Pay”); and (ii) during the six-month period commencing on the Termination Date that Employee is eligible to elect and elects to continue coverage for himself and his eligible dependents under the Company’s group heath insurance plan pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), or similar state law, the Company shall reimburse Employee on a monthly basis for the difference between the amount Employee pays to effect and continue such coverage under COBRA and the employee contribution amount that active employees of the Company pay for the same or similar coverage; provided, however, that Employee shall notify the Company in writing within five days after he becomes eligible after the Termination Date for group health insurance coverageannual bonus, if any, through subsequent employment or otherwise for the Company’s fiscal year in which your termination occurs, based on deemed achievement of target goals and conditions applicable to the Company shall Company’s fiscal year in which your termination occurs, prorated based on the number of days you have no further reimbursement obligation after Employee becomes eligible for group health insurance coverage due worked during such fiscal year. Half of the total severance payments to subsequent employment or otherwise. The Separation Pay be made pursuant to this Section 9(b) shall be paid to Employee in a lump sum within 60 thirty (30) days following the date of your termination or at a later date if so required pursuant to Section 409A(2)(B) of the Termination Date; provided, however, that no Separation Pay shall be paid to Employee Code unless such payment would result in a tax under Section 409A of the Code in which case the Company receives, will endeavor to make the payment on or within 55 days after the Termination Date, an executed and fully effective copy a different date that would not result in such a tax. The remaining half of the Release (as defined below). Any COBRA reimbursements due under this Section shall total severance payments will be made in equal monthly installments over the 12 months following your termination and will not be subject to reduction for income you receive from subsequent employment by a third party during the last day 12 months following your termination. In addition, the Company will reimburse you for any COBRA payments made by you in the 12 months following your termination. In consideration of the month severance payments to you pursuant to this paragraph (b), you agree that during the 12 months following the month in which the applicable premiums were paid by Employee. For the avoidance of doubt, Employee shall not be entitled your termination you will make yourself available to the Separation Benefits if this Agreement is terminated (i) due to Employee’s death; (ii) by the Company due to Employee’s Inability to Perform; (iii) as a consultant as reasonably requested by the Company for Cause; up to 10 hours per month and will not, directly or indirectly, render any services to or on behalf of any company or business unit that is engaged primarily in the provision of human capital management software or services.
(ivc) by Employee In the event of your Involuntary Termination more than 6 months following and within 12 months following a Change in Control, or Termination without Good Reason; or Cause within 12 months following a Change in Control, you will be entitled (vin addition to the severance payments provided in paragraph (b) by non-renewal by Employee in accordance with Sections 4(babove) to full acceleration of all unvested portions of the Option and 6(f)all options and restricted stock listed on Exhibit A to this Agreement.
Appears in 1 contract
Separation Benefits. If Provided that Employee signs this Agreement is terminated either on the Resignation Date and abides by each of Employee’s commitments set forth herein, then the Company without Cause will:
(a) Make severance payments to Employee in a total amount equal to $300,000, which amount represents nine (9) months’ worth of Employee’s base salary as in effect immediately prior to the Resignation Date, (such total severance payments being referred to as the “Severance Payment”), which Severance Payment shall be paid in substantially equal installments on the Company’s regular payroll dates between the Resignation Date and the date that is nine (9) months following the Resignation Date;
(b) Amend the terms and conditions of any equity-based awards granted to Employee pursuant to the Company’s Amended 2017 Equity Compensation Plan, as amended June 22, 2021 (the “Equity Plan”), to provide that any equity-based awards outstanding on the Resignation Date will continue to vest in accordance with their terms through December 31, 2022 as if Employee had remained an employee of the Company through December 31, 2022. Any equity-based incentive awards that do not vest in accordance with their terms (as amended by this Section 2(b) on or prior to December 31, 2022 will be immediately forfeited for no consideration on December 31, 2022 and Employee will cease to have any rights thereunder;
(c) Amend the terms and conditions of any stock options granted to Employee pursuant to the Company’s Equity Plan to provide that Employee may exercise any vested options (which shall include any stock options that are vested on the Resignation Date and any stock options that become vested in accordance with Section 6(c2(b) (including hereof following the Company’s non-renewal Resignation Date) through the earlier of this Agreement) or by Employee resigning his employment for Good Reason in accordance with Section 6(d), the Company shall have no further obligation to Employee under this Agreement, except the Company shall provide the Accrued Obligations to Employee in accordance with Section 7(a) plus the following payments and benefits (collectively, the “Separation Benefits”) to Employee: (i) an amount equal to one times the sum first anniversary of the Base Salary in effect immediately before the Termination Resignation Date plus the Annual Bonus received by Employee for the fiscal year preceding the Termination Date (or if Employee was employed for less than one full fiscal year prior to the Termination Date, the Annual Bonus for purposes of this Section 7 shall be the Annual Bonus payable during the current fiscal year at the target amount provided above) (together, the “Separation Pay”); and (ii) during the sixexpiration date of such stock option;
(d) Provide Employee with a one-month time payment of $100,000, which payment shall be provided in a lump sum no later than March 3, 2022; and
(e) During the portion, if any, of the period commencing on the Termination Resignation Date and ending on December 31, 2022 (the “Reimbursement Period”) that Employee is eligible to elect and elects to continue coverage for himself Employee and his Employee’s eligible dependents dependents, if any, under the Company’s group heath insurance plan health plans pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended 1985 (“COBRA”), or similar state law, the Company shall reimburse Employee on a monthly basis for the difference between portion of the amount Employee pays to effect and continue such coverage under COBRA and that otherwise would have been paid by the Company had Employee remained an employee contribution amount that active employees of the Company pay for during the same or similar coverage; providedReimbursement Period (the “COBRA Reimbursements”), however, that Employee shall notify the Company in writing within five days after he becomes eligible after the Termination Date for group health insurance coverage, if any, through subsequent employment or otherwise and the Company shall have no further reimbursement obligation after Employee becomes eligible for group health insurance coverage due to subsequent employment or otherwise. The Separation Pay shall be paid to Employee in a lump sum within 60 days of the Termination Date; provided, however, that no Separation Pay shall be paid to Employee unless the Company receives, on or within 55 days after the Termination Date, an executed and fully effective copy of the Release (as defined below). Any which COBRA reimbursements due under this Section shall Reimbursements will be made by the last day Company to Employee consistent with the Company’s normal expense reimbursement policy. Employee acknowledges and agrees that the election of the month following the month in which the applicable continuation coverage pursuant to COBRA and providing any premiums were paid by Employee. For the avoidance of doubt, Employee shall not be entitled due to the Separation Benefits if this Agreement is terminated (i) due Company with respect to such continuation coverage will remain Employee’s death; (ii) by the Company due to Employee’s Inability to Perform; (iii) by the Company for Cause; (iv) by Employee without Good Reason; or (v) by non-renewal by Employee in accordance with Sections 4(b) and 6(f)sole responsibility.
Appears in 1 contract
Separation Benefits. If this Agreement is terminated either by the Company without Cause in accordance with Section 6(c) (including the Company’s non-renewal of this Agreement) or by Provided that Employee resigning his employment for Good Reason in accordance with Section 6(d), the Company shall have no further obligation to Employee under this Agreement, except the Company shall provide the Accrued Obligations to Employee in accordance with Section 7(a) plus the following payments and benefits (collectively, the “Separation Benefits”) to Employee: (i) an amount equal executes this Agreement and returns it to one times the sum Company, care of the Base Salary in effect immediately before the Termination Date plus the Annual Bonus Axxx Xxx, Senior Vice President, General Counsel & Corporate Secretary at 500 Xxxx Xxx Xxxx., Xxxxx 000, Xxxxxxx, XX 00000 (or via e-mail at AXxx@xxxxxxxxxxxxxxxxxxxx.xxx) so that it is received by Employee for Mr. Law no later than December 18, 2018; (ii) provides the fiscal year preceding assistance and services described in Section 1 above; (iii) timely executes and returns the Termination Date Confirming Release (or if Employee was employed for less than one full fiscal year prior as defined below) to the Termination Date, the Annual Bonus for purposes of this Company as set forth in Section 7 shall be below (and does not exercise his revocation right as described in the Annual Bonus payable during the current fiscal year at the target amount provided above) (together, the “Separation Pay”Confirming Release); and (iiiv) during abides by each of Employee’s commitments set forth herein, then:
(a) The Company will provide Employee with a total severance payment equal to $522,500, less applicable taxes and withholdings (the six-month period commencing “Separation Payment”), which Separation Payment will be paid in a lump sum on the Termination Company’s first regular payroll date for executive employees that comes after the Confirming Release that has been executed by Employee has been returned to the Company and the revocation period for such Confirming Release has expired;
(b) During the portion, if any, of the three (3)-month period following the Separation Date (the “Reimbursement Period”) that Employee is eligible to elect and elects to continue coverage for himself Employee and his Employee’s spouse and eligible dependents dependents, if any, under the Company’s group heath insurance plan health plans pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended 1985 (“COBRA”), or similar state law, the Company shall promptly reimburse Employee on a monthly basis for the difference between the amount Employee pays to effect and continue such coverage under COBRA and the employee contribution amount that active similarly situated employees of the Company pay for the same or similar coverage under such group health plans (the “COBRA Benefit”). Each payment of the COBRA Benefit shall be paid to Employee on the Company’s first regularly scheduled pay date in the calendar month immediately following the calendar month in which Employee submits to the Company documentation of the applicable premium payment having been paid by Employee, which documentation shall be submitted by Employee to the Company within thirty (30) days following the date on which the applicable premium payment is paid. Employee shall be eligible to receive such reimbursement payments until the earliest of: (x) the last day of the Reimbursement Period; (y) the date Employee is no longer eligible to receive COBRA continuation coverage; and (z) the date on which Employee becomes eligible to receive coverage under a group health plan sponsored by another employer (and any such eligibility shall be promptly reported to the Company by Employee); provided, however, that Employee the election of COBRA continuation coverage and the payment of any premiums due with respect to such COBRA continuation coverage shall notify the Company in writing within five days after he becomes eligible after the Termination Date for group health insurance coverageremain Employee’s sole responsibility, if any, through subsequent employment or otherwise and the Company shall have no further reimbursement not assume any obligation after for payment of any such premiums relating to such COBRA continuation coverage;
(c) So long as the Company authorizes awards for 2018 pursuant to the Company’s short-term incentive bonus program (the “STI Plan”), then the discretionary portion of the 2018 bonus for which Employee becomes is eligible for group health insurance coverage due pursuant to subsequent employment or otherwise. The Separation Pay the STI Plan (which discretionary portion amounts to ten percent (10%) of such total, potential bonus) shall be paid fully guaranteed, such that the bonus that Employee receives for 2018 pursuant to Employee in a lump sum within 60 days the STI Plan shall reflect full payment of such discretionary component and other components of the Termination DateSTI award (e.g., EBITDA, SGA, Safety) will be calculated consistently with the results achieved; provided, however, that no and
(d) Effective as of the Separation Pay shall be paid to Employee unless the Company receives, on or within 55 days after the Termination Date, an executed and fully effective copy of the Release (as defined below). Any COBRA reimbursements due under this Section shall be made by the last day of the month following the month in which the applicable premiums were paid by Employee. For the avoidance of doubt, Employee shall not be entitled to the Separation Benefits if this Agreement is terminated Parent will cause (i) due 12,805 restricted shares granted to Employee’s death; Employee on January 19, 2018 and (ii) by 4,742 of the Company due shares subject to Employee’s Inability the stock option granted to Perform; Employee on February 7, 2017 (iiithe “Accelerated Awards”) by to vest and become nonforfeitable. The payments and benefits set forth in this Section 2 are referred to herein collectively as the Company for Cause; (iv) by Employee without Good Reason; or (v) by non-renewal by Employee in accordance with Sections 4(b) and 6(f)“Separation Benefits.”
Appears in 1 contract
Samples: Separation Agreement (Select Energy Services, Inc.)
Separation Benefits. If In consideration for signing this Agreement, in full settlement of any compensation and benefits to which you would otherwise be entitled, and in exchange for the promises, covenants, releases, and waivers set forth herein:
a. Provided the Company has received a copy of this Agreement is terminated either signed by you and the seven day revocation period set forth below has expired, you will receive a bonus payment under the ECIP for 2019 based upon your target bonus opportunity of $825,000. The bonus will be paid on or about March 2, 2020. If Nasdaq terminates your employment due to gross misconduct or gross negligence (as determined in Nasdaq's sole discretion), or you voluntarily resign before December 31, 2019, you will not be entitled to any part of the CIP bonus.
b. Provided that you timely elect to continue COBRA coverage, the Company agrees to continue to pay the employer’s share of your medical, dental and vision premiums from January 1, 2020 until June 30, 2021 (“COBRA Reimbursement Period”). You will still be responsible for paying the employee share of the premium, which will be the same contribution paid as an active employee would pay for this coverage, as specified by the plan administrator. During the COBRA Reimbursement Period, you agree to timely pay the Company without Cause in accordance (or the party identified by the Company) your share of the applicable COBRA premium, and that if you stop making such payment your applicable COBRA coverage will cease.
c. If, during the COBRA Reimbursement Period, you begin full-time employment with Section 6(c) (including an employer who provides health insurance benefits for which you are eligible, the Company’s non-renewal obligation under paragraph (b) shall forever cease upon the expiration of the waiting period (if any) for entitlement to insurance coverage through your new employer. You agree to notify the Company in writing within seven (7) days of your commencement of fulltime employment during the COBRA Reimbursement Period. In any event, and notwithstanding any provision to the contrary in this Agreement) or by Employee resigning his employment for Good Reason in accordance with Section 6(d)paragraph, the Company shall have no further obligation to Employee make any payments for COBRA premiums paid for health insurance coverage beyond the expiration of the COBRA Reimbursement Period. Nothing in this Agreement will affect the continuation coverage rules under this AgreementCOBRA, except that the Company’s payment of any applicable insurance premiums during the COBRA Reimbursement Period will be credited as payment by the Company shall provide the Accrued Obligations for purposes of your payment required under COBRA.
d. Unless your employment ends any time before December 31, 2019 due to Employee in accordance with Section 7(a) plus the following payments and benefits (collectivelyyour resignation, the “Separation Benefits”) to Employee: gross misconduct, or gross negligence, you will remain eligible for (i) an amount equal to one times the sum continued vesting and payment of the Base Salary in effect immediately before the Termination Date plus the Annual Bonus received by Employee for the fiscal year preceding the Termination Date Three Year Performance Share Units (or if Employee was employed for less than one full fiscal year prior to the Termination Date“PSU's”) granted on March 31, the Annual Bonus for purposes of this Section 7 shall be the Annual Bonus payable during the current fiscal year at the target amount provided above) 2017 (together"2017 Grant"), the “Separation Pay”on March 29, 2018 ("2018 Grant"); , and on April 1, 2019 ("2019 Grant), and (ii) during vesting of the six-month period commencing RSUs granted on August 1, 2017 (“2017 Grant), with accelerated vesting of any unvested RSUs within 60 days from your Retirement Date. To the Termination Date extent this Agreement conflicts with all relevant PSU and RSU Agreements, this Agreement will apply, provided that Employee is eligible to elect the time and elects to continue coverage for himself form of settlement of the PSU's shall be governed by the terms of the applicable award agreement and his eligible dependents under governing plan document. Consistent with the Company’s group heath insurance plan pursuant Nasdaq Equity Plan, in the event a change in control event occurs after your Retirement Date, all unvested awards shall vest immediately, at target, prior to the Consolidated Omnibus Budget Reconciliation Act effective time of 1985such change in control. Upon termination of employment due to death, your Estate shall be entitled to receive accelerated vesting of all unvested equity compensation awarded to you as amended (“COBRA”), or similar state law, the Company shall reimburse Employee on a monthly basis for the difference between the amount Employee pays to effect and continue such coverage under COBRA and the employee contribution amount of that active employees of the Company pay for the same or similar coverage; provided, however, that Employee shall notify the Company in writing within five days after he becomes eligible after the Termination Date for group health insurance coveragedate. All other benefits, if any, through subsequent employment or otherwise and the Company shall have no further reimbursement obligation after Employee becomes eligible for group health insurance coverage due to subsequent employment or otherwise. The Separation Pay your estate shall be paid to Employee in a lump sum within 60 days of the Termination Date; provided, however, that no Separation Pay shall be paid to Employee unless the Company receives, on or within 55 days after the Termination Date, an executed and fully effective copy of the Release (as defined below). Any COBRA reimbursements due under this Section shall be made by the last day of the month following the month in which the applicable premiums were paid by Employee. For the avoidance of doubt, Employee shall not be entitled to the Separation Benefits if this Agreement is terminated (i) due to Employee’s death; (ii) by the Company due to Employee’s Inability to Perform; (iii) by the Company for Cause; (iv) by Employee without Good Reason; or (v) by non-renewal by Employee determined in accordance with Sections 4(bthe plans, policies and practices of the Company in effect at that time.
e. The Company will continue to provide, for a period of 24 months following your Retirement Date, financial and tax services (currently provided by Ayco) and 6(fexecutive physical exams (currently provided by EHE International).
f. If you accept another position with the Company, or materially violate the terms of any employment restrictions noted herein and such violation remains uncured after written notice from the Company, while you are receiving separation payments and benefits under this paragraph, you will not receive any additional separation payments and benefits following your start date in the new position or date of such material violation.
Appears in 1 contract
Samples: Retirement Agreement (Nasdaq, Inc.)
Separation Benefits. If Subject to this Agreement is terminated either by becoming effective and irrevocable on the Company without Cause Effective Date, you will receive the following (the "Separation Benefits"): • 26 weekly payments of $9014.42 (Equivalent to six months of your base salary and target bonus at the weekly rate) minus applicable federal and state withholding, to be paid in accordance with Section 6(c) (including Owlet's usual payroll practice. Owlet will begin making these payments on the Company’s non-renewal of this Agreement) or by Employee resigning his employment for Good Reason in accordance with Section 6(d), first regular pay date which occurs at least ten business days after the Company shall have no further obligation to Employee under this Agreement, except the Company shall provide the Accrued Obligations to Employee in accordance with Section 7(a) plus the following payments and benefits (collectively, the “Separation Benefits”) to Employee: (i) an amount equal to one times the sum of the Base Salary in effect immediately before the Termination Date plus the Annual Bonus received by Employee for the fiscal year preceding the Termination Date (or if Employee was employed for less than one full fiscal year prior to the Termination Effective Date, with the Annual Bonus for purposes of this Section 7 shall be first such installment to include any installments that would have been paid had the Annual Bonus payable during the current fiscal year at the target amount provided above) (together, the “Separation Pay”); and (ii) during the six-month period commencing Effective Date occurred on the Termination Date that Employee is eligible Separation Date. • In the event you timely elect to elect and elects to continue receive continued healthcare coverage for himself and his eligible dependents under the Company’s group heath insurance plan pursuant to the Consolidated Omnibus Budget Reconciliation Act of 19851985 ("COBRA"), Owlet will directly pay the full cost of continued healthcare coverage for you and your covered dependents under COBRA based on your coverage elections as amended of immediately prior to the Separation Date for the period commencing on October 1, 2024 and ending on the earlier of September 30, 2025 or the date on which you or your covered dependents become eligible for medical, dental, and vision coverage through another entity. Notwithstanding the foregoing, if (“COBRA”1) any plan pursuant to which such benefits are provided is not, or ceases prior to the expiration of the period of continuation coverage to be, exempt from the application of Section 409A (as defined below) under Treasury Regulation Section 1.409A-1(a)(5), or similar state law(2) Owlet is otherwise unable to continue to cover you or your dependents under its group health plans without penalty under applicable law (including, without limitation, Section 2716 of the Public Health Service Act), then, in either case, an amount equal to each remaining subsidy provided hereunder shall thereafter be paid to you in substantially equal monthly installments. After Owlet ceases to pay premiums pursuant to the preceding sentence, you may, if eligible, elect to continue healthcare coverage at your expense in accordance with the provisions of COBRA. You agree to promptly notify Owlet should you become eligible for medical, dental, and vision coverage through another entity, after which time payment under this section shall cease. If you fail to complete the appropriate COBRA paperwork and your insurance coverage lapses as a result, you agree that you will not hold Owlet liable for any benefit coverage or benefits lost, or for any other damages that may result. If you have any question regarding your insurance coverage, you understand that you should contact xxxxxxxxxxxxx@xxxxxxxxx.xxx; and • Subject to any required tax withholding, retention of your company equipment, specifically your laptop, keyboard, monitors, and mouse. Any other property remains the property of Owlet; • Each Parent equity award held by you, including each stock option and award of restricted stock units, shall vest and, if applicable become exercisable, as of the Separation Date. Any vested stock options held by you that remain unexercised on the three-month anniversary of the Separation Date shall thereupon automatically terminate; and • Receive executive outplacement services through an outplacement service provider selected by Owlet. • In the event a Change of Control closes within three months following the Separation Date, then the Company shall reimburse Employee on a monthly basis for will thereupon pay to you an amount equal to $50,000, which constitutes the difference between the amount Employee pays to effect and continue such coverage under COBRA and the employee contribution amount that active employees of the Company pay for the same or similar coverage; provided, however, that Employee shall notify the Company in writing within five days after he becomes eligible after the Termination Date for group health insurance coverage, if any, through subsequent employment or otherwise and the Company shall have no further reimbursement obligation after Employee becomes eligible for group health insurance coverage due to subsequent employment or otherwise. The Separation Pay shall be target bonus being paid to Employee in a lump sum within 60 days you under the first bullet of the Termination Date; provided, however, that no Separation Pay shall be paid to Employee unless the Company receives, on or within 55 days after the Termination Date, an executed and fully effective copy of the Release (as defined below). Any COBRA reimbursements due under this Section shall be made by the last day of the month following the month in which the applicable premiums were paid by Employee3 and your prorated target bonus for 2024 based on your Separation Date. For the avoidance of doubt, Employee shall not be entitled to You understand that the Separation Benefits if in this paragraph are conditioned on you signing this Agreement is terminated after your Separation Date but signing no later than forty-five (i45) due to Employee’s death; days after you received this Agreement and this Agreement becoming irrevocable on the eighth (ii8th) by day after you sign the Company due to Employee’s Inability to Perform; (iii) by the Company for Cause; (iv) by Employee without Good Reason; or (v) by non-renewal by Employee in accordance with Sections 4(b) and 6(f)Agreement.
Appears in 1 contract
Separation Benefits. If In consideration for the representations, warranties, covenants and agreements made by Executive and contained in this Agreement and conditional upon the terms of this Agreement. Employer will pay Executive an aggregate of $260,000 during the 2018 calendar year, subject to applicable withholding; payable in equal bi-weekly installments or at such other intervals as is terminated either by consistent with the Company without Cause regular payroll practice of Employer (the “Separation Payment”) and subject to the condition that within 21 days after the Last Day of Employment, Executive signs and delivers a completed Schedule I and does not revoke his acceptance of the same within 7 days after returning the completed Schedule I. Said salary payments will commence as soon as administratively practicable in 2018 after such conditions are satisfied. Executive shall continue to accrue vacation time in accordance with Section 6(c) (including Employer’s vacation policies through the Company’s non-renewal Last Day of this Agreement) or by Employee resigning his employment for Good Reason Employment. Executive shall continue to receive medical and dental benefits at the current participation level in accordance with Section 6(dEmployer’s then current policies (including cost sharing) until the earlier of (i) December 31, 2018 or (ii) the date on which Executive is first entitled to receive medical and dental coverage from another employer. Executive’s life and disability insurance coverage shall terminate on the Last Day of Employment. Beginning on January 1, 2019, Executive shall be provided with medical, dental and life insurance contributions consistent with the policy set forth on Schedule II hereof. Solely for purposes of the policy set forth on Schedule II, Executive shall be treated as an employee who had 25 years of service and retired at age 55. The benefits Executive shall be eligible to receive under Employer’s qualified retirement plan, defined retirement pension plan, deferred compensation plan, non-qualified supplemental executive retirement plan and/or employee stock ownership plan shall be determined in accordance with the terms of the applicable plan. Executive shall be eligible for any award to be paid according to the terms of the Employer’s short-term incentive plan (“STIP”) for his service as an executive officer of Employer in 2017 (i.e., through September 4, 2017), such payment subject to the Company sole and absolute discretion of the Compensation Committee of the Board of Directors of Arrow Financial Corporation, to be paid in the first quarter of 2018 consistent with other STIP payments to be paid by Employer. Participation in all qualified and unqualified benefit plans shall have no further obligation terminate on the Last Day of Employment. All payments and benefits provided to Employee Executive by Employer under this Agreement, except including the Company shall provide the Accrued Obligations to Employee in accordance with Section 7(a) plus the following payments and benefits (collectivelySeparation Payment, the “Separation Benefits”) to Employee: are (i) an amount equal to one times the sum of the Base Salary in effect immediately before the Termination Date plus the Annual Bonus received by Employee for the fiscal year preceding the Termination Date (or if Employee was employed for less than one full fiscal year prior to the Termination Date, the Annual Bonus for purposes conditional upon Executive’s continued compliance with all provisions of this Section Agreement, including without limitations the covenants set forth in Sections 6, 7 shall be the Annual Bonus payable during the current fiscal year at the target amount provided above) (togetherand 8 hereof, the “Separation Pay”); and (ii) during subject to any applicable clawback or recoupment policies required by applicable law or policy of Employer. Whether or not Executive signs this Agreement, he will receive wages or other compensation for all time worked through the six-month period commencing on the Termination Date that Employee Last Day of Employment, accrued vacation, and any other accrued leave time which Executive is eligible entitled to elect and elects to continue coverage for himself and his eligible dependents under the Company’s group heath insurance plan pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), or similar state applicable law, through the Company shall reimburse Employee Last Day of Employment, subject to any applicable clawback or recoupment policies required by applicable law or policy of Employer. Except as provided in this Agreement, no payment, compensation, leave time, insurance or other benefits, will be furnished or paid to Executive. Executive acknowledges that Employer may change payroll dates, schedules or amounts, insurance carriers or benefit plans or otherwise modify its payroll or benefit plans for its active executives, and those changes will be applied to Executive as well where applicable. Executive agrees that all business expenses for which Executive is entitled to reimbursement consistent with Employer’s policies will be documented and submitted for approval on a monthly timely basis for the difference between the amount Employee pays to effect and continue such coverage under COBRA and the employee contribution amount that active employees of the Company pay for the same or similar coverage; provided, however, that Employee shall notify the Company in writing any final expenses will be submitted within five days after he becomes eligible after the Termination Date for group health insurance coverage, if any, through subsequent employment or otherwise and the Company shall have no further reimbursement obligation after Employee becomes eligible for group health insurance coverage due to subsequent employment or otherwise. The Separation Pay shall be paid to Employee in a lump sum within 60 ten (10) days of the Termination Date; provided, however, that no Separation Pay Last Day of Employment. Executive shall be paid continue to Employee unless the Company receives, on or within 55 days after the Termination Date, an executed and fully effective copy of the Release (as defined below). Any COBRA reimbursements due under this Section shall be made by the last day of the month following the month in which the applicable premiums were paid by Employee. For the avoidance of doubt, Employee shall not be entitled to all rights of indemnification and directors and officers liability insurance with respect to the Separation Benefits if this Agreement is terminated (i) due period of his service as a director or officer of Employer, consistent with Employer’s governing documents and applicable New York law, to Employee’s death; (ii) by the Company due to Employee’s Inability to Perform; (iii) by the Company for Cause; (iv) by Employee without Good Reason; or (v) by non-renewal by Employee in accordance with Sections 4(b) same extent as other directors and 6(f)officers of Employer.
Appears in 1 contract
Samples: Executive Separation Agreement (Arrow Financial Corp)
Separation Benefits. If Xxxxxxxx signs this Agreement and does not revoke it pursuant to Section 24 below, he will receive the following benefits, which are in addition to anything he is terminated either otherwise entitled to or has been paid by LS&CO., including but not limited to any accrued and unused vacation pay:
(a) LS&CO. will pay to Xxxxxxxx by the Company without Cause tenth day after the Effective Date, as defined by Section 23, the amount of $916,000, subject to federal and state withholding, to be paid out in installments on the same payment schedule as Xxxxxxxx received during his employment.
(b) Xxxxxxxx will receive, in accordance with Section 6(c) (including the CompanyLS&CO.’s non-renewal Leadership Share Plan Guidelines and subject to Board approval, his second and final payment against his 2000 XX xxxxx, subject to withholding of all required federal and state taxes. The monetary value of this Agreementgrant has not been made and payment is not guaranteed in any particular monetary amount at this time.
(c) If Xxxxxxxx or by Employee resigning his employment for Good Reason in accordance with Section 6(d), the Company shall have no further obligation covered dependents timely elect to Employee under this Agreement, except the Company shall provide the Accrued Obligations to Employee in accordance with Section 7(a) plus the following payments and benefits (collectively, the “Separation Benefits”) to Employee: (i) an amount equal to one times the sum of the Base Salary in effect immediately before the Termination Date plus the Annual Bonus received by Employee for the fiscal year preceding the Termination Date (or if Employee was employed for less than one full fiscal year prior to the Termination Date, the Annual Bonus for purposes of this Section 7 shall be the Annual Bonus payable during the current fiscal year at the target amount provided above) (together, the “Separation Pay”); and (ii) during the six-month period commencing on the Termination Date that Employee is eligible to elect and elects to continue receive medical coverage for himself and his eligible dependents continuation under the Company’s group heath insurance plan pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended 1986 (“COBRA”), LS&CO. will pay the same percentage of the monthly cost of the COBRA medical coverage, as it paid for Xxxxxxxx’x medical coverage during his active employment for up to the earlier of eighteen (18) months, or similar state lawthe date when Xxxxxxxx obtains replacement coverage from another employer. During the period of coverage subsidized by LS&CO., Xxxxxxxx will be responsible for payment of the Company shall reimburse Employee on a monthly basis remainder of the cost of COBRA medical coverage, and for the difference between full cost of any dental or vision coverage he or any member of his family elects. Any failure by Xxxxxxxx to pay his portion of coverage will result in termination of continuation coverage. Any period of subsidized coverage shall be counted towards the amount Employee pays to effect and continue such 18-month COBRA entitlement. After the Company-subsidized coverage under period ends, Xxxxxxxx will be responsible for full payment of his entire COBRA and premium. Continuation of COBRA will not extend beyond the employee contribution amount that active employees of the Company pay for the same or similar coverage; provided, however, that Employee shall notify the Company in writing within five days after he becomes eligible after the Termination Date for group health insurance coverage, if any, through subsequent employment or otherwise and the Company shall have no further reimbursement obligation after Employee date on which Xxxxxxxx becomes eligible for coverage under another group health insurance coverage due plan unless the new plan has a pre-existing condition limitation, or Xxxxxxxx is entitled to subsequent employment Medicare. Xxxxxxxx agrees to promptly inform LS&CO. as soon as he becomes covered by another employer.
(d) Xxxxxxxx will not receive any benefits pursuant to the Levi Xxxxxxx 2003 Xxxxxxxxx Benefits Plan or otherwiseany other LS&CO. plan, or under US law. The Separation Pay shall be paid benefits provided to Employee in a lump sum within 60 days of the Termination Date; provided, however, that no Separation Pay shall be paid to Employee unless the Company receives, on or within 55 days after the Termination Date, an executed and fully effective copy of the Release (as defined below). Any COBRA reimbursements due under this Section shall be made him by the last day of the month following the month in which the applicable premiums were paid by Employee. For the avoidance of doubt, Employee shall not be entitled to the Separation Benefits if this Agreement is terminated (i) due are in lieu of and exceed any benefits to Employee’s death; (ii) by the Company due to Employee’s Inability to Perform; (iii) by the Company for Cause; (iv) by Employee without Good Reason; which he might be eligible under any other Plan, scheme, or (v) by non-renewal by Employee in accordance with Sections 4(b) and 6(f)under US law.
Appears in 1 contract
Separation Benefits. If this Agreement Except in situations where the employment of Executive is terminated either by For Cause, By Death or By Disability (as defined in Section IV below), in the event that the Company without Cause in accordance with Section 6(c) (including the Companyterminates Executive’s non-renewal of this Agreement) or by Employee resigning his employment for Good Reason in accordance with Section 6(d)at any time, the Company shall have no further obligation Executive will be eligible to Employee under this Agreement, except the Company shall provide the Accrued Obligations to Employee in accordance with Section 7(a) plus receive the following payments and benefits (collectively, the “Separation Benefits”) to Employee):
1. An amount equal to: (ia) an amount one hundred percent (100%) of Executive’s then-current Base Salary; plus (b) one hundred percent (100%) of Executive’s annual Target Bonus, payable in equal to one times monthly installments over the sum twelve (12) month period following the date of such termination (“Salary Continuation Period”);
2. Accelerated vesting of Executive’s outstanding and unvested stock options and/or restricted stock grants such that said stock options and/or restricted stock shall be vested as of the Base Salary in effect immediately before the Termination Date plus the Annual Bonus received by Employee for the fiscal year preceding the Termination Date (or if Employee was employed for less than one full fiscal year prior date Executive’s employment terminates to the Termination Datesame extent as if she were continuously employed through the end of the Salary Continuation Period; provided that notwithstanding the terms of the relevant notice of stock option award or notice of restricted stock award (each an “Award”), the Annual Bonus for purposes of this Section 7 such vesting shall be the Annual Bonus payable during the current fiscal year at the target amount provided above) (together, the “Separation Pay”); calculated as if such stock options and (ii) during the six-month period restricted stock vested in equal amounts on a monthly basis commencing on the Termination Date that Employee is eligible to elect initial grant date and ending on the final vesting date under the relevant Award;
3. If Executive elects to continue her medical, dental and vision coverage for himself and his eligible dependents under the Company’s group heath insurance plan pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), or similar state law, the Company shall reimburse Employee on a monthly basis pay the premiums for Executive’s COBRA coverage until the earlier of: (a) the end of the Salary Continuation Period; or (b) the date Executive becomes covered under another employer’s health plan; and
4. Continued payment of the premiums required to maintain Executive’s coverage under her Company-provided life insurance policy during the Salary Continuation Period. Notwithstanding the foregoing, if Executive begins other employment during the Salary Continuation Period, Executive shall receive an accelerated lump-sum payment of the remaining payments for the difference between the amount Employee pays to effect and continue such coverage under COBRA and the employee contribution amount that active employees Salary Continuation Period, in lieu of the Company pay for the same or similar coverage; provided, however, that Employee shall notify the Company in writing within five days after he becomes eligible after the Termination Date for group health insurance coverage, if any, through subsequent employment or otherwise and the Company shall have no further reimbursement obligation after Employee becomes eligible for group health insurance coverage due to subsequent employment or otherwisesalary continuation. The Separation Pay shall be paid to Employee in a lump sum within 60 days of the Termination Date; provided, however, that no Separation Pay shall be paid to Employee unless the Company receives, on or within 55 days after the Termination Date, an executed and fully effective copy of the Release (as defined below). Any COBRA reimbursements due under this Section shall be made by the last day of the month following the month in which the applicable premiums were paid by Employee. For the avoidance of doubt, Employee Executive shall not be entitled eligible to participate in the Company’s deferred compensation, 401K, or employee stock purchase plans during the Salary Continuation Period. Executive’s eligibility for the foregoing Separation Benefits if this Agreement is terminated conditioned on: (ia) due Executive remaining available during the Salary Continuation Period to Employee’s deathconsult with the Company regarding matters for which she previously had responsibility as a Company executive; (iib) by Executive having first signed a Mutual Release Agreement in the form attached as Exhibit A; and (c) Executive’s agreement not to compete with the Company, or its successors or assigns, during the Salary Continuation Period. If Executive engages in any business activity competitive with the Company due to Employee’s Inability to Perform; (iii) by or its successors or assigns during the Company for Cause; (iv) by Employee without Good Reason; or (v) by non-renewal by Employee in accordance with Sections 4(b) and 6(f)Salary Continuation Period, all Separation Benefits immediately shall cease.
Appears in 1 contract
Samples: Executive Employment Agreement (Credence Systems Corp)
Separation Benefits. If In consideration for the Employee's execution, non-revocation of, and compliance with this Agreement is terminated either by the Company without Cause in accordance with Section 6(c) (Agreement, including the Company’s non-renewal waiver and release of claims in Section 4, the Employer Group agrees to provide the following benefits:
a. A lump sum of One Million Eight Hundred Thousand Dollars ($1,800,000) to be paid in cash (less applicable taxes and other withholdings) within fifteen (15) days after execution and delivery of this Agreement, so long as the Agreement has not been revoked by Employee and Employee is in compliance with the Agreement.
b. If the Employee timely and properly elects COBRA continuation coverage under the Magellan Health & Welfare Plan, the Employee shall only be required to pay active employee rates, as in effect from time to time, for up to eighteen (18) months. At the conclusion of this period, the Employee shall be eligible to continue his coverage, pursuant to COBRA, and shall be responsible for the entire COBRA premium for the remainder of the applicable COBRA continuation period. Notwithstanding the foregoing, if the Employer determines in its sole discretion that the Employer Group cannot provide the foregoing benefit without potentially violating applicable law (including, without limitation, Section 2716 of the Public Health Service Act) or by Employee resigning his employment for Good Reason in accordance with Section 6(d)incurring an excise tax, the Company Employer Group shall have no further obligation in lieu thereof provide to Employee under this Agreement, except the Company shall provide the Accrued Obligations to Employee a taxable monthly payment in accordance with Section 7(a) plus the following payments and benefits (collectively, the “Separation Benefits”) to Employee: (i) an amount equal to one times the sum of the Base Salary in effect immediately before the Termination Date plus the Annual Bonus received by Employee for the fiscal year preceding the Termination Date (or if Employee was employed for less than one full fiscal year prior to the Termination Date, the Annual Bonus for purposes of this Section 7 shall be the Annual Bonus payable during the current fiscal year at the target amount provided above) (together, the “Separation Pay”); and (ii) during the six-month period commencing on the Termination Date that Employee is eligible to elect and elects to continue coverage for himself and his eligible dependents under the Company’s group heath insurance plan pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), or similar state law, the Company shall reimburse Employee on a monthly basis for the difference between the monthly COBRA premium that Employee would be required to pay to continue coverage in effect on the Separation Date (which amount Employee pays to effect and continue such coverage under COBRA and shall be based on the employee contribution amount that active employees of the Company pay premium for the same or similar first month of COBRA coverage; provided), howeverless the amount the Employee would have had to pay under active employee rates based on the cost sharing levels in effect on the Separation Date, which payments shall end on the earlier of (X) eighteen (18) months after the Separation Date, (Y) the date that Employee shall notify and his covered dependents become no longer eligible for COBRA or (Z) the Company in writing within five days after he becomes eligible after the Termination Date for group health insurance coverage, if any, through subsequent employment or otherwise and the Company shall have no further reimbursement obligation after date Employee becomes eligible to receive healthcare coverage from a subsequent employer.
c. The Employee understands, acknowledges and agrees that these benefits exceed what he is otherwise entitled to receive upon separation from employment, and that these benefits are in exchange for group health insurance coverage due to subsequent employment or otherwiseexecuting, not revoking and complying with this Agreement. The Separation Pay shall be paid Employee further acknowledges no entitlement to Employee any additional payment or consideration not specifically referenced herein. The payments herein are in a lump sum within 60 days lieu of any severance or separation payments or benefits under any other plan, program, policy or agreement with the Termination Date; providedEmployer Group (collectively, however, that no Separation Pay shall be paid to Employee unless the Company receives, on or within 55 days after the Termination Date, an executed and fully effective copy of the Release (as defined below“Other Arrangements”). Any COBRA reimbursements due under this Section shall be made by the last day of the month following the month in which the applicable premiums were paid by Employee. For the avoidance of doubtTherefore, Employee shall not be entitled to receive any severance or separation payments or benefits pursuant to any Other Arrangements.
d. Outplacement services as may be selected by Employee, up to a maximum amount of $30,000, in the Separation Benefits if this Agreement is terminated aggregate; provided that, (i) due to Employee’s death; such services are provided on or before December 31, 2015 and (ii) by ), upon receipt of reasonable documentation of the Company due incurrence of fees for such fees, Employer Group will pay the fees directly to Employee’s Inability to Perform; (iii) by the Company for Cause; (iv) by Employee without Good Reason; or (v) by non-renewal by Employee in accordance with Sections 4(b) and 6(fservice provider(s).
Appears in 1 contract
Samples: Separation and Release of Claims Agreement (Magellan Midstream Partners Lp)
Separation Benefits. If this Agreement Except in situations where the employment of Executive is terminated either by For Cause, By Death or By Disability (as defined in Section IV below), in the event that the Company without Cause in accordance with Section 6(c) (including the Companyterminates Executive’s non-renewal of this Agreement) or by Employee resigning his employment for Good Reason in accordance with Section 6(d)at any time, the Company shall have no further obligation Executive will be eligible to Employee under this Agreement, except the Company shall provide the Accrued Obligations to Employee in accordance with Section 7(a) plus receive the following payments and benefits (collectively, the “Separation Benefits”) to Employee):
1. An amount equal to: (ia) an amount one hundred percent (100%) of Executive’s then-current Base Salary; plus (b) one hundred percent (100%) of Executive’s annual Target Bonus, payable in equal to one times monthly installments over the sum twelve (12) month period following the date of such termination (“Salary Continuation Period”);
2. accelerated vesting of Executive’s outstanding and unvested stock options and/or restricted stock grants such that said stock options and/or restricted stock will be vested as of the Base Salary in effect immediately before the Termination Date plus the Annual Bonus received by Employee for the fiscal year preceding the Termination Date (or if Employee was employed for less than one full fiscal year prior date Executive’s employment terminates to the Termination Date, same extent as if he were continuously employed through the Annual Bonus for purposes end of this Section 7 shall be the Annual Bonus payable during Salary Continuation Period; provided that notwithstanding the current fiscal year at terms of the target amount provided above) relevant notice of stock option award or notice of restricted stock award (together, the each an “Separation PayAward”); , such vesting will be calculated as if such stock options and (ii) during the six-month period restricted stock vested in equal amounts on a monthly basis commencing on the Termination Date that Employee is eligible to elect initial grant date and ending on the final vesting date under the relevant Award;
3. If Executive elects to continue his medical, dental and vision coverage for himself and his eligible dependents under the Company’s group heath insurance plan pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), or similar state law, the Company shall reimburse Employee on a monthly basis will pay the premiums for Executive’s COBRA coverage until the difference between earlier of: (a) the amount Employee pays to effect and continue such coverage under COBRA and the employee contribution amount that active employees end of the Company pay for the same or similar coverage; provided, however, that Employee shall notify the Company in writing within five days after he becomes eligible after the Termination Date for group health insurance coverage, if any, through subsequent employment or otherwise and the Company shall have no further reimbursement obligation after Employee becomes eligible for group health insurance coverage due to subsequent employment or otherwise. The Separation Pay shall be paid to Employee in a lump sum within 60 days of the Termination Date; provided, however, that no Separation Pay shall be paid to Employee unless the Company receives, on or within 55 days after the Termination Date, an executed and fully effective copy of the Release (as defined below). Any COBRA reimbursements due under this Section shall be made by the last day of the month following the month in which the applicable premiums were paid by Employee. For the avoidance of doubt, Employee shall not be entitled to the Separation Benefits if this Agreement is terminated (i) due to Employee’s death; (ii) by the Company due to Employee’s Inability to Perform; (iii) by the Company for Cause; (iv) by Employee without Good ReasonSalary Continuation Period; or (vb) by nonthe date Executive becomes covered under another employer’s health plan; and
4. Continued payment of the premiums required to maintain Executive’s coverage under his Company-renewal by Employee provided life insurance policy during the Salary Continuation Period. Executive will not be eligible to participate in accordance the Company’s deferred compensation, 401K, or employee stock purchase plans during the Salary Continuation Period. Executive’s eligibility for the foregoing Separation Benefits is conditioned on: (a) Executive remaining available during the Salary Continuation Period to consult with Sections 4(bthe Company regarding matters for which he previously had responsibility as a Company executive; (b) Executive having first signed a Mutual Release Agreement in the form attached as Exhibit A; and 6(f)(c) Executive’s agreement not to compete with the Company, or its successors or assigns, during the Salary Continuation Period. If Executive engages in any business activity competitive with the Company or its successors or assigns during the Salary Continuation Period, all Separation Benefits immediately will cease.
Appears in 1 contract
Samples: Executive Employment Agreement (Credence Systems Corp)
Separation Benefits. If In consideration for my execution of this Agreement is terminated either by and the promises I made herein, and provided that I do not revoke the Agreement during the Revocation Period (as defined in Section 11 below) or otherwise give the Company without Cause in accordance with reason to stop such payments and benefits under Section 6(c) (including the Company’s non-renewal of this Agreement) or by Employee resigning his employment for Good Reason in accordance with Section 6(d)9 below, the Company shall have no further obligation to Employee under this Agreement, except the Company shall will provide the Accrued Obligations following (but will not provide any other benefits or payments to Employee in accordance with Section 7(ame):
(a) plus Pay me, during the following payments period commencing on the Effective Date and benefits ending on the six-month anniversary of the Effective Date (collectivelythe "Initial Continuation Period"), the “Separation Benefits”) to Employee: (i) an amount equal to one times the sum lesser of (i) my base salary (at the current rate of $513,000 per annum) ("Base Salary") that I would have received had I remained employed through expiration of the Base Salary in effect immediately before the Termination Date plus the Annual Bonus received by Employee for the fiscal year preceding the Termination Date (or if Employee was employed for less than one full fiscal year prior to the Termination Date, the Annual Bonus for purposes of this Section 7 shall be the Annual Bonus payable during the current fiscal year at the target amount provided above) (together, the “Separation Pay”); Initial Continuation Period and (ii) $460,000 (the "Initial Severance"). Payment of the Initial Severance will commence in equal installments immediately following the expiration of the Revocation Period through the remainder of the Initial Continuation Period in accordance with the Company's payroll practices in effect on the Effective Date. The Initial Severance is intended to constitute a "separation pay plan" for purposes of Section 409A of the Internal Revenue Code of 1986, as amended, and applicable regulations and guidance promulgated thereunder ("Code Section 409A").
(b) Pay me, during the six-month period commencing on the Termination first day following the expiration of the Initial Continuation Period and ending on the 18-month anniversary of the Effective Date that Employee is eligible to elect (the "Additional Continuation Period", and elects to continue coverage for himself and his eligible dependents under together with the Company’s group heath insurance plan pursuant to Initial Continuation Period, the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”"Continuation Period"), or similar state law, the Company shall reimburse Employee on a monthly basis for an amount equal to the difference between (i) the amount Employee pays Base Salary that I would have received had I remained employed through expiration of the Additional Continuation Period and (ii) the Initial Severance (the "Additional Severance"); provided that in the event a "Change of Control" of the Company (as such term is defined in Section 5(e)(i) of the Employment Agreement) occurs prior to the expiration of the Consulting Period (as defined in Section 5 below), the Additional Continuation Period will instead expire on the second anniversary of the Effective Date. The Additional Severance will be paid in equal installments through expiration of the Additional Continuation Period in accordance with the Company's payroll practices in effect on the Effective Date.
(c) Contribute to the cost of my monthly premiums to continue my health and continue such dental insurance coverage under COBRA during the period commencing on the expiration of the Revocation Period and ending on the 360th day following the expiration of the Revocation Period, at the same level it contributes to the premium of active employees.
(d) Permit me, to the extent permitted by applicable law and the employee contribution amount terms of the plan, to retain my Company provided life insurance policy.
(e) Permit me to purchase my Company-provided automobile (the "Company Automobile") at the book value of $24,429.
(f) Pay me $40,000 for reasonable outplacement and relocation benefits (the "Outplacement Payment"); provided that active employees the Company will have the right to offset the value of the Company pay for Automobile from the same or similar coverage; provided, however, that Employee shall notify the Company in writing within five days after he becomes eligible after the Termination Date for group health insurance coverage, if any, through subsequent employment or otherwise and the Company shall have no further reimbursement obligation after Employee becomes eligible for group health insurance coverage due to subsequent employment or otherwiseOutplacement Payment. The Separation Pay shall Outplacement Payment will be paid to Employee me in a lump sum payment within 60 ten (10) days following expiration of the Termination Date; provided, however, that no Separation Pay shall be paid Revocation Period.
(g) Permit me to Employee unless the exercise any of my outstanding Company receives, on or within 55 days after the Termination Date, an executed and fully effective copy stock options which are vested as of the Release Effective Date until the expiration of the Exclusivity Period (as such term is defined belowin Section 8 of the Employment Agreement). Any COBRA reimbursements due under this Section shall be made by the last day Company options that have not vested as of the month following Effective Date shall terminate as of the month in which the applicable premiums were paid by EmployeeEffective Date. For the avoidance I acknowledge and agree a complete and accurate statement of doubt, Employee shall not be entitled my Company stock options has been provided to me under separate cover prior to the Separation Benefits if this Agreement is terminated date hereof.
(ih) due Permit me to Employee’s death; (ii) by the continue to vest in my outstanding Company due to Employee’s Inability to Perform; (iii) by the Company for Cause; (iv) by Employee without Good Reason; or (v) by non-renewal by Employee restricted stock in accordance with Sections 4(b) the original vesting schedule during the Consulting Period. In the event a Change of Control of the Company occurs prior to the expiration of the Consulting Period, all Company restricted stock granted to me shall immediately vest as of the date of the Change of Control. Any Company restricted stock that remains unvested at the expiration of the Consulting Period shall be forfeited. I acknowledge and 6(f)agree a complete and accurate statement of my Company restricted stock has been provided to me under separate cover prior to the date hereof.
Appears in 1 contract
Samples: Separation and Consulting Agreement (Photronics Inc)
Separation Benefits. (a) If this Agreement a Participant's employment is terminated either by the Company without Cause in accordance with circumstances entitling him to a separation benefit as provided in Section 6(c) (including the Company’s non-renewal of this Agreement4.2(a) or by Employee resigning his employment for Good Reason in accordance with Section 6(d(aa), the Company Participant's Employer shall pay such Participant, within 20 days of the Date of Termination, a cash lump sum as set forth in Section 4.3(b) (unless a deferral has been elected under the next sentence) and the continued benefits set forth as Section 4.3(c). The Participant may file a written irrevocable deferral election form with the Employer either prior to the expiration of thirty days from the date he or she has become a Participant in this Plan and prior to termination of employment, or in the event of a Covered Termination Associated with a Change in Control, prior to the first date on which a Change in Control of the Corporation occurs, electing to defer all or part of such compensation and irrevocably specifying a method of payment for such compensation from among the methods allowable under the Corporation's Executive Deferred Compensation Plan (the "EDCP"). Any deferred amounts shall be credited with earnings in the same manner as the Interest Rate Fund provided for in the EDCP or any other investment alternative that may later become allowable under the EDCP and the EDCP provisions shall apply to deferrals made hereunder except that (i) the provisions for a mandatory lump sum payment upon a "Change in Control" as defined in the EDCP shall not apply to deferrals made hereunder and (ii) the entire amount deferred under this Plan shall be paid in a lump sum by the Corporation no later than 20 days from the Date of Termination to such grantor or "rabbi" trust as the Corporation shall have established as a vehicle to hold such amount pending payment, but with such trust designed so that the Executive's rights to payment of such benefits are no further obligation greater than those of an unsecured creditor. For purposes of determining the benefits set forth in Sections 4.3(b) and 4.3(c), if the termination of the Participant's employment is based upon a reduction of the Participant's Annual Salary or benefits as described in Section 4.2(a)(ii) or 4.2(a)(iii) or as described in those same sections as modified in Section 3(c) of the Appendix, such reduction shall be ignored.
(b) The cash lump sum referred to Employee under this Agreement, except in Section 4.3(a) shall equal the Company shall provide the Accrued Obligations to Employee in accordance with Section 7(a) plus aggregate of the following payments amounts:
(i) the sum of (A) the Participant's Annual Salary through the Date of Termination to the extent not theretofore paid, (B) the product of (1) the Target Incentive and benefits (collectively2) a fraction, the “Separation Benefits”numerator of which is the number of days in such year through the date of Termination, and the denominator of which is 365, and (C) any accrued vacation pay, in each case to Employee: the extent not theretofore paid and in full satisfaction of the rights of the Participant thereto;
(iii) an amount equal to one times the product of (A) three, and (B) the sum of (1) the Base Participant's Annual Salary and (2) the higher of the Target Annual Incentive Award or the Annual Incentive Award; and
(iii) an amount equal to the difference between (A) the actuarial equivalent of the benefit under the Corporation's qualified defined benefit retirement plan (the "Retirement Plan") and any excess or supplemental retirement plans in which the Participant participates (together, the "SERP") which the Participant would receive if his or her employment continued during the Separation Period, assuming that the Participant's compensation during the Separation Period would have been equal to his or her compensation as in effect immediately before the Termination termination or, if higher, immediately before the WICOR Closing Date plus or the Annual Bonus received by Employee for first date on which a Change in Control of the fiscal year preceding Corporation occurs, as the Termination case may be, and (B) the actuarial equivalent of the Participant's actual benefit (paid or payable), if any, under the Retirement Plan and the SERP as of the Date (or if Employee was employed for less than one full fiscal year prior to the Termination Date, the Annual Bonus of Termination. The actuarial assumptions used for purposes of this Section 7 determining actuarial equivalence shall be no less favorable to the Participant than the most favorable of those in effect under the Retirement Plan and the SERP on the Date of Termination and the WICOR Closing Date or the first date on which a Change in Control of the Corporation occurs, as the case may be.
(c) The continued benefits referred to above shall be the Annual Bonus payable provision to the Participant and his or her family during the current fiscal year at Separation Period of medical, dental and life insurance benefits as if the target amount provided above) (together, the “Separation Pay”); and (ii) during the six-month period commencing on the Termination Date that Employee is eligible to elect and elects to continue coverage for himself and his eligible dependents under the Company’s group heath insurance plan pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), or similar state law, the Company shall reimburse Employee on a monthly basis for the difference between the amount Employee pays to effect and continue such coverage under COBRA and the employee contribution amount that active employees of the Company pay for the same or similar coverageParticipant's employment had not been terminated; provided, however, that Employee shall notify if the Company in writing within five days after he Participant becomes reemployed with another employer and is eligible after to receive medical or other welfare benefits under another employer-provided plan, the Termination Date for group health insurance coverage, if any, through subsequent employment or otherwise medical and the Company shall have no further reimbursement obligation after Employee becomes eligible for group health insurance coverage due to subsequent employment or otherwise. The Separation Pay other welfare benefits described herein shall be paid secondary to Employee in a lump sum within 60 days those provided under such other plan during such applicable period of eligibility. For purposes of determining eligibility (but not the time of commencement of benefits) of the Termination Date; providedParticipant for retiree medical, howeverdental and life insurance benefits under the Corporation's plans, that no Separation Pay practices, programs and policies, the Participant shall be paid considered to Employee unless have remained employed during the Company receives, Separation Period and to have retired on or within 55 days after the Termination Date, an executed and fully effective copy of the Release (as defined below). Any COBRA reimbursements due under this Section shall be made by the last day of such period. To the month following the month extent any benefits described in which the applicable premiums were paid by Employee. For the avoidance of doubt, Employee shall this Section 4.3(c) cannot be entitled provided pursuant to the Separation Benefits if this Agreement is terminated appropriate plan or program maintained for Employees, the Employer shall provide such benefits outside such plan or program at no additional cost (iincluding without limitation tax cost) due to Employee’s death; (ii) by the Company due to Employee’s Inability to Perform; (iii) by the Company for Cause; (iv) by Employee without Good Reason; or (v) by non-renewal by Employee in accordance with Sections 4(b) and 6(f)Participant.
Appears in 1 contract
Samples: Special Executive Severance Policy (Wisconsin Energy Corp)
Separation Benefits. 4.1 If this Agreement Employee’s employment is terminated either by the Company without Cause in accordance with for any reason other than for Cause, death or disability and Section 6(c4.2 does not apply, Employee shall be entitled to the following separation benefits:
(a) (including the Company’s non-renewal of this Agreement) or by Employee resigning his employment for Good Reason in accordance with Section 6(d), the The Company shall have no further obligation pay, or cause to be paid, to Employee under this Agreement, except within 30 days of the Company shall provide the Accrued Obligations to Employee in accordance with Section 7(a) plus the following payments and benefits (collectively, the “Separation Benefits”) to Employee: Termination Date (i) the full base salary earned by Employee through, but unpaid at, the Termination Date, plus (ii) credit for any vacation earned by Employee but not used at the Termination Date, plus (iii) all other amounts owed by the Company to Employee (other than any bonus payment of any kind) but unpaid as of the Termination Date.
(b) The Company shall pay, or cause to be paid, to Employee (i) in a lump sum not later than thirty (30) days after the Termination Date an amount equal to one times 200% of the sum of (A) Employee’s base annual salary at the Base Salary highest rate in effect at any time during the twelve (12) months immediately before the Termination Date plus the Annual Bonus received by Employee for the fiscal year preceding the Termination Date Date, and (or if Employee was employed B) Employee’s targeted bonus for less than one full fiscal the current year, and (ii) Employee’s bonus for the year prior of termination prorated to the Termination Date, the Annual Bonus for purposes of this Section 7 shall be the Annual Bonus payable during the current fiscal year paid at the target amount provided abovetime such bonus would have been paid if Employee had remained employed to the date of payment and calculated based on achievement of the applicable performance criteria applicable to such bonus payment.
(c) The Company shall provide to Employee for a period of eighteen (together, the “Separation Pay”); and (ii18) during the six-month period commencing on months after the Termination Date that Employee is eligible to elect and elects to continue medical and/or dental coverage for himself and his eligible dependents under the Company’s group heath insurance plan pursuant medical and/or dental plans, without any cost to the Consolidated Omnibus Budget Reconciliation Act Employee in excess of 1985, as amended (“COBRA”), or similar state law, the Company shall reimburse Employee on a monthly basis for the difference between the amount Employee pays to effect and continue such coverage under COBRA and the any employee contribution amount that active employees would be payable by Employee if Employee remained employed by a member of the Company pay for the same or similar coverageCompany; provided, however, that if Employee becomes employed with another employer during such eighteen (18)-month period and is eligible to receive medical and/or dental coverage under another employer-provided plan, the medical and/or dental coverage described herein shall notify be secondary to those provided under such other plan. In addition, on the last day of such eighteen (18)-month period, the Company shall pay, or cause to be paid, to Employee an amount in writing cash equal to the aggregate amount that would be payable by the Company for such medical and/or dental coverage for six (6) months if Employee remained employed by the Company for such period.
(d) The restrictions applicable to each share of non-vested restricted stock of Caleres held by Employee that would have vested within five days after he becomes eligible after the two (2) year period following the Termination Date for group health insurance coverage, if any, through subsequent employment or otherwise and had Employee remained employed by the Company shall lapse as of the Termination Date.
(e) Each non-vested option to purchase Caleres stock held by Employee that would have no further reimbursement obligation after vested within the two (2) year period following the Termination Date had Employee becomes eligible remained employed by the Company shall vest as of the Termination Date.
(f) The Company shall pay the reasonable costs of outplacement services selected by the Company for group health insurance coverage due to subsequent employment or otherwise. The Separation Pay shall be paid to Employee in a lump sum within 60 days reasonable period of time following the Termination Date; provided, however, that no Separation Pay such outplacement services shall be paid to Employee unless the Company receives, on or within 55 days provided after the Termination Date, an executed and fully effective copy of the Release (as defined below). Any COBRA reimbursements due under this Section shall be made by the last day of the month second calendar year following the month calendar year in which the applicable premiums were paid by Termination Date occurs.
4.2 If Employee. For the avoidance of doubt, Employee shall not be entitled to the Separation Benefits if this Agreement ’s employment is terminated within twenty-four (i24) due to Employee’s death; months after a Change of Control (ii) by the Company due to Employee’s Inability to Perform; (iiix) by the Company for any reason other than for Cause; , death or disability, or (ivy) by Employee without within ninety (90) days after the occurrence of Good Reason, Employee shall be entitled to the following separation benefits in place of, and not in addition to, the benefits set forth in Section 4.1:
(a) The Company shall pay, or cause to be paid, to Employee within 30 days of the Termination Date (i) the full base salary earned by Employee through, but unpaid at, the Termination Date, plus (ii) credit for any vacation earned by Employee but not taken at the Termination Date, plus (iii) all other amounts owed by the Company to Employee (other than any bonus payment of any kind) but unpaid as of the Termination Date.
(b) The Company shall pay, or cause to be paid, to Employee (i) in a lump sum six (6) months after the Termination Date an amount equal to 300% of the sum of (A) Employee’s base annual salary at the highest rate in effect at any time during the twelve (12) months immediately preceding the Termination Date, and (B) Employee’s targeted bonus for the current year; and (ii) Employee’s targeted bonus payment for the year of termination prorated to the Termination Date.
(c) The Company shall provide to Employee for a period of eighteen (18) months after the Termination Date medical and/or dental coverage under the Company’s medical and dental plans, without any cost to Employee in excess of any employee contribution that would be payable by Employee if Employee remained employed by the Company; provided, however, that if Employee becomes employed with another employer during such eighteen (18)-month period and is eligible to receive medical and/or dental coverage under another employer-provided plan, the medical and/or dental coverage described herein shall be secondary to those provided under such other plan. In addition, on the last day of such eighteen (18)-month period, the Company shall pay, or cause to be paid, to Employee an amount in cash equal to the aggregate amount that would be payable by the Company for such medical and/or dental coverage for six (v6) months if Employee remained employed by the Company for such period.
(d) The restrictions applicable to each share of non-renewal vested restricted stock of Caleres held by Employee shall lapse and be exercisable as of the Termination Date.
(e) Each non-vested option to purchase Caleres stock held by Employee shall vest and be exercisable as of the Termination Date.
(f) For purposes of determining Employee’s benefit under the Company’s Supplemental Employment Retirement Plan, an additional two (2) years of Credited Service shall be credited to Employee’s actual or deemed Credited Service.
(g) The Company shall pay the reasonable costs of outplacement services selected by the Company for a reasonable period of time following the Termination Date; provided, however, that no such outplacement services shall be provided after the last day of the second calendar year following the calendar year in accordance with which the Termination Date occurs.
4.3 If Employee’s employment is terminated for any reason other than such reasons specified in Sections 4(b4.1 and 4.2, the Company shall pay, or cause to be paid, to Employee within 30 days of the Termination Date (i) the full base salary earned by Employee through, but unpaid at, the Termination Date, plus (ii) credit for any vacation earned by Employee but not taken at the Termination Date, plus (iii) all other amounts owed by the Company to Employee (other than any bonus payment of any kind) but unpaid as of the Termination Date.
4.4 The benefits set forth in Sections 4.1(c) and 6(f)4.2(c) shall run concurrently with any period of continuation coverage to which Employee is entitled under Section 601 of ERISA. Upon Employee’s re-employment during the period specified in each such Section, to the extent covered by the new employer’s plan, coverage under the Company’s plan shall lapse, subject to any continuation of coverage rights under Section 601 of ERISA. Employee’s participation in and/or coverage under all other employee benefit plans, programs or arrangements sponsored or maintained by the Company shall cease effective as of the Termination Date except as otherwise provided in such employee benefit plan, program or arrangement.
Appears in 1 contract
Samples: Severance Agreement (Caleres Inc)
Separation Benefits. If this Agreement is terminated either by As a consequence of the Company without Cause cessation of the Executive’s employment as contemplated herein and in accordance with Section 6(c) (including full discharge of the Company’s non-renewal of this Agreement) or by Employee resigning his employment for Good Reason in accordance with Section 6(d)obligations due to the Executive thereunder, the Company shall have no further obligation pay to Employee under the Executive or his heirs or estate, if applicable, subject to the Executive executing this Agreement, except executing the Company shall provide Release Agreement on or before the Accrued Obligations to Employee Retirement Date and such Release Agreement becoming effective and irrevocable, the following amounts (the “Severance Amounts”): (i) the Executive’s Base Salary for fifteen (15) months following the Retirement Date, payable in accordance with Section 7(a) plus the following payments and benefits Company’s normal payroll practices; (collectively, the “Separation Benefits”) to Employee: (iii) an amount equal to one times the sum product of (A) the Base Salary Bonus Amount (as defined in effect immediately before the Termination Date plus the Annual Bonus received by Employee for the fiscal year preceding the Termination Date Severance Agreement) and (or if Employee was employed for less than one full fiscal year prior to the Termination DateB) a fraction, the Annual Bonus for purposes numerator of this Section 7 shall be which is the Annual Bonus payable during number of days in the current fiscal year at through the target amount provided above) (together, the “Separation Pay”); and (ii) during the six-month period commencing on the Termination Retirement Date that Employee is eligible to elect and elects to continue coverage for himself and his eligible dependents under the Company’s group heath insurance plan pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), or similar state law, the Company shall reimburse Employee on a monthly basis for the difference between the amount Employee pays to effect and continue such coverage under COBRA and the employee contribution amount that active employees of the Company pay for the same or similar coverage; provided, however, that Employee shall notify the Company in writing within five days after he becomes eligible after the Termination Date for group health insurance coverage, if any, through subsequent employment or otherwise and the Company shall have no further reimbursement obligation after Employee becomes eligible for group health insurance coverage due to subsequent employment or otherwise. The Separation Pay shall be paid to Employee in a lump sum within 60 days of the Termination Date; provided, however, that no Separation Pay shall be paid to Employee unless the Company receives, on or within 55 days after the Termination Date, an executed and fully effective copy of the Release (as defined below), and the denominator of which is 365, payable in lump sum; and (iii) a cash payment in lieu of welfare benefit continuation to the Executive and his family for twelve (12) months following the Retirement Date, payable in lump sum. Any COBRA reimbursements due In addition to the foregoing, the Company shall take all necessary action to provide that all of the Executive’s accounts under the Company’s Amended and Restated Deferred Compensation Program shall be fully vested as of the Retirement Date. Payments relating to the preceding subsections (i) through (iii) shall commence (or be paid in full, with respect to lump sum payments) on the first regular payroll period that follows the Retirement Date. The payments under this Section 2 are subject to applicable withholding and taxes. Additionally, so long as the Executive continues to provide services to the Company until the Retirement Date as contemplated by this Agreement, his outstanding equity awards shall continue to vest and be made by exercisable following his cessation of employment on the last day Retirement Date, as if he were “retirement eligible” (as defined under the terms of the month following the month in which the applicable premiums were paid by Employeeequity award agreements), except that his outstanding and unvested Performance Share Units (“PSUs”) shall vest based on actual performance, without proration. For the avoidance of doubt, Employee vested stock options shall not be entitled to exercisable until ninety (90) days after the Separation Benefits if this Agreement last scheduled vesting date of all of Executive’s outstanding options, or the Expiration Date of the applicable option (as defined in the applicable option grant agreement), whichever is terminated (i) due to Employee’s death; (ii) by the Company due to Employee’s Inability to Perform; (iii) by the Company for Cause; (iv) by Employee without Good Reason; or (v) by non-renewal by Employee in accordance with Sections 4(b) and 6(f)earlier.
Appears in 1 contract
Separation Benefits. If this Agreement Except in situations where the employment of Executive is terminated either by For Cause or By Disability, Executive will be eligible to receive the Company without Cause in accordance with Section 6(c) (including the Company’s non-renewal of this Agreement) or by Employee resigning following Separation Benefits if his employment is terminated prior to the end of the Term:
1. continued payment of Executive’s Base Salary for Good Reason in accordance with the remainder of the Term (the “Salary Continuation Period”), less applicable withholdings, and payment of any bonus to which Executive would otherwise be entitled under Section 6(d)II. B. hereof, less applicable withholdings;
2. the Merger Success Bonus, if not previously paid to Executive;
3. continued vesting of Executive’s stock options until the earlier of (a) the end of the Salary Continuation Period or (b) the date Executive begins other employment, and a period of twelve (12) months thereafter to exercise such vested options;
4. if Executive elects to continue his medical coverage under COBRA, the Company shall have no further obligation to Employee under this Agreement, except pay the Company shall provide premiums for Executive’s COBRA coverage until the Accrued Obligations to Employee in accordance with Section 7(aearlier of (a) plus the following payments and benefits (collectively, the “Separation Benefits”) to Employee: (i) an amount equal to one times the sum end of the Base Salary in effect immediately before Continuation Period or (b) the Termination Date plus date Executive becomes covered under another employer’s health plan; and
5. continued payment of the Annual Bonus received by Employee premiums required to maintain Executive’s coverage under his Company-provided life insurance policy until the end of the Salary Continuation Period. Notwithstanding the foregoing, if Executive begins other employment during the Salary Continuation Period, all vesting of Executive’s stock options shall cease and Executive shall receive an accelerated lump-sum payment of the remaining payments for the fiscal year preceding the Termination Date (or if Employee was employed for less than one full fiscal year prior to the Termination DateSalary Continuation Period, the Annual Bonus for purposes in lieu of this Section 7 salary continuation. Executive shall not be the Annual Bonus payable during the current fiscal year at the target amount provided above) (together, the “Separation Pay”); and (ii) during the six-month period commencing on the Termination Date that Employee is eligible to elect and elects to continue coverage for himself and his eligible dependents under participate in the Company’s group heath insurance plan pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985deferred compensation, as amended (“COBRA”)401K, or similar state law, employee stock purchase plans during the Salary Continuation Period. Executive’s eligibility for the foregoing Separation Benefits is conditioned on (a) Executive remaining available during the Salary Continuation Period to consult with the Company shall reimburse Employee on regarding matters for which he previously had responsibility as a monthly basis for Company executive; (b) Executive having first signed a release agreement in the difference between form attached as Exhibit A, and (c) Executive’s agreement not to compete with the amount Employee pays to effect and continue such coverage under COBRA and Company, or its successors or assigns, during the employee contribution amount that active employees of Salary Continuation Period. If Executive engages in any business activity competitive with the Company pay for or its successors or assigns during the same or similar coverage; providedSalary Continuation Period, however, that Employee shall notify the Company in writing within five days after he becomes eligible after the Termination Date for group health insurance coverage, if any, through subsequent employment or otherwise and the Company shall have no further reimbursement obligation after Employee becomes eligible for group health insurance coverage due to subsequent employment or otherwise. The Separation Pay shall be paid to Employee in a lump sum within 60 days of the Termination Date; provided, however, that no Separation Pay shall be paid to Employee unless the Company receives, on or within 55 days after the Termination Date, an executed and fully effective copy of the Release (as defined below). Any COBRA reimbursements due under this Section shall be made by the last day of the month following the month in which the applicable premiums were paid by Employee. For the avoidance of doubt, Employee shall not be entitled to the all Separation Benefits if this Agreement is terminated (i) due to Employee’s death; (ii) by the Company due to Employee’s Inability to Perform; (iii) by the Company for Cause; (iv) by Employee without Good Reason; or (v) by non-renewal by Employee in accordance with Sections 4(b) and 6(f)immediately shall cease.
Appears in 1 contract
Samples: Executive Succession Agreement (Credence Systems Corp)
Separation Benefits. If this Agreement is terminated either Your termination shall be deemed an “Involuntary Termination” as defined by the Company without Cause in accordance terms of your July 31, 2003 Amended and Restated Employment Agreement (the “Amended Employment Agreement”) with Section 6(c) (the Company, attached hereto 1 of 12 as Exhibit A. You shall be provided all of the separation benefits provided by the Amended Employment Agreement, including the Company’s non-renewal following separation benefits specified in Section 8 of this the Amended Employment Agreement.
(a) or by Employee resigning his employment for Good Reason in accordance with Section 6(d), the Company shall have no further obligation to Employee under this Agreement, except the Company shall provide the Accrued Obligations to Employee in accordance with Section 7(a) plus the following payments and benefits (collectively, the “Separation Benefits”) to Employee: (i) an amount a single lump sum severance payment equal to one times the sum eighteen (18) months of the Base Salary in effect immediately before the Termination Date plus the Annual Bonus received by Employee for the fiscal year preceding the Termination Date your current annual base salary (or if Employee was employed for less than one full fiscal year prior to the Termination Date, the Annual Bonus for purposes of this Section 7 shall be the Annual Bonus applicable deductions and withholdings) payable during the current fiscal year at the target amount provided above) (together, the “Separation Pay”); and (ii) during the six-month period commencing on the Termination Date that Employee is eligible to elect and elects to continue coverage for himself and his eligible dependents under the Company’s group heath insurance plan pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), or similar state law, the Company shall reimburse Employee on a monthly basis for the difference between the amount Employee pays to effect and continue such coverage under COBRA and the employee contribution amount that active employees of the Company pay for the same or similar coverage; provided, however, that Employee shall notify the Company in writing within five days after he becomes eligible after the Termination Date for group health insurance coverage, if any, through subsequent employment or otherwise and the Company shall have no further reimbursement obligation after Employee becomes eligible for group health insurance coverage due to subsequent employment or otherwise. The Separation Pay shall be paid to Employee in a lump sum within 60 30 days of the Termination Date; providedDate in the amount of $915,000;
(b) a single lump sum payment equal to the target bonus you would have earned during the eighteen (18) months following your termination if you had achieved 100% of the target (less applicable deductions and withholdings) payable within 30 days of the Termination Date in the amount of $640,500;
(c) immediate acceleration of the vesting and exercisability of the Option for 350,000 shares granted pursuant to Intuit Inc. 1993 Equity Incentive Plan Grant Agreement with you dated July 31, however2001, and a one (1) year period following the Termination Date to exercise the option. All other stock options or equity awards that no Separation Pay remain outstanding as of the Termination Date shall cease vesting and shall remain exercisable to the extent vested for the time period set forth in the applicable stock option grant agreement and thereafter to the extent unexercised shall be paid forfeited to Employee unless the Company receives, on or within 55 days after pursuant to the Termination Date, an executed and fully effective copy terms of such awards.
(d) You shall receive a distribution of the Release (as defined below). Any COBRA reimbursements due under this Section shall be elective deferrals made by you from your fiscal 2003 bonus to the last day Intuit Inc. Executive Deferred Compensation Plan (the “Deferred Plan”) in accordance with the terms and conditions of the month following the month in which the applicable premiums were paid by Employee. For the avoidance of doubtDeferred Plan, Employee shall not be entitled and you understand and acknowledge that all future contributions to the Separation Benefits if this Agreement is terminated (i) due Deferred Plan shall cease, and you shall have no rights to Employee’s death; (ii) the $300,000 contribution made in 2004 by the Company due on your behalf. You acknowledge and agree that you are not entitled to Employee’s Inability to Perform; (iii) by any other payments or benefits from the Company for Cause; (iv) by Employee without Good Reason; or (v) by non-renewal by Employee other than those expressly set forth in accordance with Sections 4(b) and 6(f)this Agreement.
Appears in 1 contract
Samples: Separation Agreement (Intuit Inc)
Separation Benefits. If In consideration for the Employee's execution, non-revocation of, and compliance with this Agreement Agreement, including the waiver and release of claims in Section 4, the Company agrees to provide the following benefits:
a) Installment payments equal to the Employee's current base salary until and including April 18, 2024, minus all relevant taxes and other withholdings to be paid biweekly with the Company's regular payroll dates.
b) The Employee will continue to receive all benefits, including but not limited to health benefits, on the same terms as his employment until April 18, 2024. Following April 18, 2024, Employee shall be entitled to receive benefits under COBRA consistent with law.
c) The Employee shall be permitted to retain any unvested Company stock, what shall vest in accordance with the applicable schedules. Employee's entitlement to any unvested stock, restricted stock units or any stock derivates is terminated either revocable by the Company without Cause if the Company determines in accordance its sole discretion that Employee has breached this Agreement or the terms of the Employment Agreement that survive termination of Employee's employment. Employee is responsible for all taxes including, but not limited to state, federal and employment taxes, related to the stock issuance. For clarification, if Employee fails to comply with Section 6(c) (including all obligations under this Agreement and the Company’s non-renewal of this Employment Agreement) or by Employee resigning his employment for Good Reason in accordance with Section 6(d), the Company shall have no further obligation to Employee retains all of its rights under such agreements including, but not limited to, withholding or canceling the shares or restricted stock units or any stock derivates described in this Agreement, except section.
d) Upon the Company shall provide the Accrued Obligations to Employee in accordance with Section 7(a) plus the following payments and benefits (collectively, the “Separation Benefits”) to Employee: (i) an amount equal to one times the sum of the Base Salary in effect immediately before the Termination Date plus the Annual Bonus received by Employee for the fiscal year preceding the Termination Date (or if Employee was employed for less than one full fiscal year prior to the Termination Date, the Annual Bonus for purposes of this Section 7 shall be the Annual Bonus payable during the current fiscal year at the target amount provided above) (together, the “Separation Pay”); and (ii) during the six-month period commencing on the Termination Date that Employee is eligible to elect and elects to continue coverage for himself and his eligible dependents under the Company’s group heath insurance plan pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), or similar state law's signed request, the Company shall reimburse will provide the Employee on and/or a monthly basis for the difference between the amount Employee pays to effect and continue such coverage under COBRA and the employee contribution amount that active employees prospective Company written confirmation of the Company pay Employee's employment with the Company, including his dates of employment and salary information. The Employee understands, acknowledges, and agrees that these benefits exceed what he is otherwise entitled to receive upon separation from employment, and that these benefits are in exchange for executing this Agreement. The Employee further acknowledges no entitlement to any additional payment or consideration not specifically referenced herein. The Employee understands, acknowledges and agrees that the same or similar coverage; provided, however, that Employee shall notify Employment Agreement was terminated at the Company in writing within five days after he becomes eligible after time of Employee's resignation on the Termination Separation Date for group health insurance coverage, if any, through subsequent employment or otherwise and the Company shall have no further reimbursement obligation after Employee becomes eligible for group health insurance coverage compensation is due to subsequent employment or otherwise. The Separation Pay shall be paid Employee pursuant to Employee in a lump sum within 60 days of the Termination Date; provided, however, that no Separation Pay shall be paid to Employee unless the Company receives, on or within 55 days after the Termination Date, an executed and fully effective copy of the Release (as defined below). Any COBRA reimbursements due under this Section shall be made by the last day of the month following the month in which the applicable premiums were paid by Employee. For the avoidance of doubt, Employee shall not be entitled to the Separation Benefits if this Agreement is terminated (i) due to Employee’s death; (ii) by the Company due to Employee’s Inability to Perform; (iii) by the Company for Cause; (iv) by Employee without Good Reason; or (v) by non-renewal by Employee in accordance with Sections 4(b) and 6(f)such Employment Agreement.
Appears in 1 contract
Samples: Separation and Mutual Release of Claims Agreement (Usio, Inc.)
Separation Benefits. If (a) Provided that Executive: (i) executes this Agreement is terminated either by on or after the Separation Date and returns it to the Company without Cause in accordance with Section 6(cso that it is received by Xxxxxxxx X. Xxxxx at New York Mortgage Trust, Inc., 000 Xxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx, 00000 (or by email to xxxxxx@xxxxxxxx.xxx) before 11:59 p.m. New York, New York time on October 9, 2017, (including ii) satisfies, and has not breached, the Company’s non-renewal terms of this Agreement, and (iii) or by Employee resigning does not exercise his employment for Good Reason in accordance with revocation right pursuant to Section 6(d)18 below, the Company shall have no further obligation to Employee under this Agreement, except then the Company shall provide the Accrued Obligations to Employee in accordance with Section 7(a) plus the following payments and benefits (collectively, the “Separation Benefits”):
(A) to Employee: (i) an amount equal to one times the sum of the Base Salary in effect immediately before the Termination Date plus the Annual Bonus received by Employee for the fiscal year preceding the Termination Date (or if Employee was employed for less than one full fiscal year prior to the Termination Date, the Annual Bonus for purposes of this Section 7 shall be the Annual Bonus payable during the current fiscal year at the target amount provided above) (together, the “Separation Pay”); If Executive timely and (ii) during the six-month period commencing on the Termination Date that Employee is eligible to elect and properly elects to continue continuation coverage for himself and his eligible dependents under the Company’s group heath insurance plan health plans pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended amended, or comparable state law (collectively, “COBRA”), or similar state law, the Company shall promptly reimburse Employee Executive on a monthly basis for the difference between the amount Employee Executive pays to effect and continue such coverage under COBRA and the employee contribution amount that similarly situated active employees of the Company pay for the same or similar coverage; provided, however, that Employee shall notify the Company in writing within five days after he becomes eligible after the Termination Date for coverage under such group health insurance coverage, if any, through subsequent employment or otherwise and plans (the Company shall have no further reimbursement obligation after Employee becomes eligible for group health insurance coverage due to subsequent employment or otherwise“COBRA Reimbursement”). The Separation Pay Each COBRA Reimbursement shall be paid to Employee Executive on the Company’s first regular pay date in a lump sum the calendar month immediately following the calendar month in which Executive timely remits to the Company documentation of the applicable premium payment having been paid by Executive, which documentation shall be provided by Executive to the Company (care of Xxxxxxxx X. Xxxxx at the address or e-mail address set forth above in this Section 3) within 60 ten days of Executive’s payment of the Termination Date; provided, however, that no Separation Pay applicable premium payment. Executive shall be eligible to receive the COBRA Reimbursement with respect to premiums paid for coverage that applies during the period beginning on the first day of the calendar month that follows the Separation Date and ending on the earliest of: (1) the date that is six months after the Separation Date, (2) the date when Executive is no longer eligible to Employee unless receive such continuation coverage, and (3) the date when Executive becomes eligible to receive coverage under a group health plan sponsored by another employer (and any such eligibility shall be promptly reported to the Company receivesby Executive). Executive acknowledges and agrees that the election of such continuation coverage pursuant to COBRA and the payment of any premiums due with respect to such continuation coverage will remain Executive’s sole responsibility, on or within 55 days after and neither the Termination DateCompany nor any other Company Party will assume any obligation for payment of any such premiums relating to such continuation coverage;
(B) In accordance with the terms of that certain Stock Award Agreement entered into by and between Executive and the Company as of February 8, an executed 2017 (the “Stock Award Agreement”) and fully effective copy the Company’s 2010 Stock Incentive Plan (the “Plan”), the Company agrees that the 78,842 shares of Common Stock (as defined in the Plan) of the Company issued to Executive under the Stock Award Agreement that, as of the Separation Date would otherwise remain unvested in accordance with Section 3 of the Stock Award Agreement shall, upon the expiration of the Release Revocation Period, become Vested (as defined below). Any COBRA reimbursements due under this in the Stock Award Agreement) with retroactive effect to the Separation Date;
(C) The Company shall, upon the expiration of the Release Revocation Period, waive the restrictions placed on Xxxxxx Family pursuant to the second paragraph of that certain letter agreement between the Company and Xxxxxx Family dated June 10, 2016 and delivered to the Company in connection with that certain Membership Interest Purchase Agreement by and among the Company, Xxxxxx Family, JMP Investment Holdings LLC, Hypotheca Capital, LLC, and RiverBanc LLC (the “Lock-Up Agreement”) such that, as of the expiration of the Release Revocation Period, Xxxxxx Family will not be bound by any sale, transfer or “lock-up” restrictions set forth in the Lock-Up Agreement; and
(D) Upon the expiration of the Release Revocation Period, the Restricted Period (as defined in the Employment Agreement) applicable to Section 8(b) of the Employment Agreement shall be made by deemed modified such that the last day covenant against competition described in Section 8(b) of the month following Employment Agreement (and Executive’s obligations under Section 8(b) of the month in which Employment Agreement) shall expire as of the applicable premiums were paid by Employee. For date that is 12 months after the avoidance of doubt, Employee shall Separation Date.
(b) Executive acknowledges that he would not be entitled to the Separation Benefits if (or any portion thereof) but for his satisfaction of the terms of this Agreement is terminated Agreement. Executive further acknowledges and agrees that (i) due upon or following Executive’s breach of any of the terms hereof, the Company may, in its sole discretion, elect not to Employee’s death; provide any future COBRA Reimbursement and (ii) in the event the Company makes the election described in clause (i) of this sentence, Executive shall, within 15 days following receipt of a written request by the Company, repay to the Company all COBRA Reimbursements received by Executive prior to Executive’s receipt of such written request. Executive acknowledges and agrees that any such election by the Company due to Employeeunder the immediately preceding sentence following a breach by Executive shall not affect the release of claims under Section 4(a) or any of Executive’s Inability to Perform; (iii) by the Company for Cause; (iv) by Employee without Good Reason; other obligations or (v) by non-renewal by Employee covenants under this Agreement, which shall remain in accordance with Sections 4(b) full force and 6(f)effect.
Appears in 1 contract
Separation Benefits. If this Agreement is terminated either by you sign the Separation Date Release attached hereto as Exhibit A on the Separation Date, and allow that release to become effective, then the Company without Cause will provide you with the following severance benefits:
a. The Company shall pay you, as severance, twelve (12) months of your base salary in accordance with Section 6(c) effect as of the Separation Date, subject to standard payroll deductions and withholdings (including the “Severance”). The Severance will be paid in equal installments on the Company’s non-renewal of this Agreementregular payroll schedule over the twelve (12) or by Employee resigning his employment for Good Reason in accordance with Section 6(d), the Company shall have no further obligation to Employee under this Agreement, except the Company shall provide the Accrued Obligations to Employee in accordance with Section 7(a) plus the following payments and benefits (collectively, the “Separation Benefits”) to Employee: (i) an amount equal to one times the sum of the Base Salary in effect immediately before the Termination Date plus the Annual Bonus received by Employee for the fiscal year preceding the Termination Date (or if Employee was employed for less than one full fiscal year prior to the Termination Date, the Annual Bonus for purposes of this Section 7 shall be the Annual Bonus payable during the current fiscal year at the target amount provided above) (together, the “Separation Pay”); and (ii) during the six-month period commencing on following the Termination Date that Employee is eligible to elect and elects to continue coverage for himself and his eligible dependents under the Company’s group heath insurance plan pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), or similar state law, the Company shall reimburse Employee on a monthly basis for the difference between the amount Employee pays to effect and continue such coverage under COBRA and the employee contribution amount that active employees of the Company pay for the same or similar coverage; provided, however, that Employee shall notify the Company in writing within five days after he becomes eligible after the Termination Date for group health insurance coverage, if any, through subsequent employment or otherwise and the Company shall have no further reimbursement obligation after Employee becomes eligible for group health insurance coverage due to subsequent employment or otherwise. The Separation Pay shall be paid to Employee in a lump sum within 60 days of the Termination Date; provided, however, that no payments will be made prior to the 60th day following the Separation Pay shall be paid to Employee unless Date. On the 60th day following the Separation Date, the Company receives, will pay you in a lump sum the Severance that you would have received on or within 55 days after prior to such date under the Termination Datestandard payroll schedule but for the delay waiting for the 60th day, an executed and fully effective copy with the balance of the Release Severance being paid as originally scheduled.
b. Provided you timely elect continued coverage under COBRA, the Company shall reimburse you for the COBRA premiums to continue your health insurance coverage (as defined below). Any including coverage for eligible dependents, if applicable) (“COBRA reimbursements due under this Section shall be made by Premiums”) through the last day of period (the month following the month in which the applicable premiums were paid by Employee. For the avoidance of doubt, Employee shall not be entitled to “COBRA Premium Period”) starting on the Separation Benefits if this Agreement is terminated Date and ending on the earliest to occur of: (i) due to Employee’s deatheighteen (18) months following the Separation Date; (ii) by the Company due to Employee’s Inability to Performdate you become eligible for group health insurance coverage through a new employer; or (iii) by the date you cease to be eligible for COBRA continuation coverage for any reason. You must timely pay your premiums, and then provide the Company with proof of same, to obtain reimbursement for Cause; your COBRA premiums under this Section 3(ii). In the event you become covered under another employer's group health plan or otherwise cease to be eligible for COBRA during the COBRA Premium Period, you must immediately notify the Company of such event. Notwithstanding the foregoing, if the Company determines, in its sole discretion, that it cannot pay the COBRA Premiums without a substantial risk of violating applicable law (iv) by Employee including, without Good Reason; limitation, Section 2716 of the Public Health Service Act), the Company instead shall pay you, on the first day of each calendar month, a fully taxable cash payment equal to the applicable COBRA premiums for that month (including premiums for any dependents), subject to applicable tax withholdings (such amount, the “Special Cash Payment”), for the remainder of the COBRA Premium Period. You may, but are not obligated to, use such Special Cash Payments toward the cost of COBRA premiums.
c. The vesting of your equity awards will accelerate immediately prior to your separation such that all such awards shall be deemed vested and exercisable as of the Separation Date (the “Accelerated Vesting”). You acknowledge and agree that the severance benefits set forth above exceed any severance benefits that you would be eligible to receive under your Benefits Agreement or (v) by non-renewal by Employee other arrangements with the Company, other than the Company’s 2009 Change in accordance with Sections 4(b) Control Severance Benefit Plan, and 6(f)that your receipt of the benefits set forth herein extinguishes any right to any severance benefits under the Benefits Agreement or any other Company agreement, arrangement or Company plan, other than the Company’s 2009 Change in Control Severance Benefit Plan.
Appears in 1 contract
Separation Benefits. If Although Employee is not otherwise entitled to benefits under this Section 4 and provided that Employee satisfies the conditions of this Agreement is terminated either by the Company without Cause in accordance with Section 6(c) (including the Company’s non-renewal of and does not revoke this Agreement) or by Employee resigning his employment for Good Reason in accordance with Section 6(d), the Company shall have no further obligation will do the following:
(a) Pay to Employee under this Agreementthe gross amount of $______________________, except the Company shall provide the Accrued Obligations to Employee in accordance with Section 7(awhich equals six (6) plus the following payments and benefits months of severance pay at a rate of $_________________per week (collectively, the “Separation Benefits”). This amount, less legal deductions, will be paid in accordance with Employee’s current pay schedule for a period from ___________________ to ___________________ (the “Severance Pay Period”), provided that the first payment shall not be made until after the expiration of the revocation period, and which first payment will include any missed payments between the first payment due date and the expiration of the revocation period.
(b) Employee will cease to Employee: (be eligible to participate under any bonus, incentive compensation, commission, medical, vision, dental, life insurance, retirement, and other compensation or benefit plans of the Company or any affiliate on the Separation Date. Thereafter, Employee will have no rights under any of those plans, except as follows:
i) an amount equal If Employee was enrolled in the Company’s medical, vision, and/or dental plans on the Separation Date, Employee may elect to one times continue Employee’s participation and that of Employee’s qualified dependents in those plans in accordance with the sum federal law known as “COBRA.” If Employee does so by signing and returning the COBRA election form in a timely manner, then, through the end of the Base Salary Severance Pay Period, or, if earlier, until the date Employee begins new employment (including without limitation self-employment or engaging in effect immediately before the Termination Date plus the Annual Bonus received by Employee for the fiscal year preceding the Termination Date (an enterprise as a sole proprietor or partner), if Employee was employed for less than one full fiscal year prior to the Termination Date, the Annual Bonus for purposes of this Section 7 shall be the Annual Bonus payable during the current fiscal year at the target amount provided above) (together, the “Separation Pay”); and (ii) during the six-month period commencing on the Termination Date that Employee is eligible to elect participate in group medical and elects dental plans in connection with such new employment, the Company will contribute to the premium cost of Employee’s coverage and that of Employee’s qualified dependents under its medical, vision, and dental plans at the same rate that it contributes to the premium cost of coverage of active employees and their qualified dependents. To be eligible for these premium contributions, however, Employee must pay the remainder of the premium costs by deductions from Employee’s severance payments.After the Severance Pay Period when the Company’s contributions end, Employee may continue coverage for himself and his eligible dependents under the Company’s group heath insurance plan pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), or similar state law, the Company shall reimburse Employee on a monthly basis for the difference between the amount Employee pays to effect and continue such coverage under COBRA and the employee contribution amount that active employees remainder of the Company pay for the same or similar coverage; provided, however, that Employee shall notify the Company in writing within five days after he becomes eligible after the Termination Date for group health insurance coverageCOBRA period, if any, through subsequent employment or otherwise and by paying the Company shall have no further reimbursement obligation after full premium cost plus an administrative fee.
ii) Employee becomes eligible for group health insurance coverage due to subsequent employment or otherwise. The Separation Pay shall be paid to Employee in a lump sum within 60 days will retain vested benefits under all qualified retirement plans of the Termination Date; providedCompany, howeverand all rights associated with such benefits, that no Separation Pay shall be paid as determined under the official terms of those plans.
(c) Employee is responsible for paying any taxes on amounts Employee receives in connection with this Agreement. Employee agrees to Employee unless the Company receives, on or within 55 days after the Termination Date, an executed indemnify and fully effective copy of the Release (as defined below). Any COBRA reimbursements due under this Section shall be made by the last day of the month following the month in which the applicable premiums were paid by Employee. For the avoidance of doubt, Employee shall not be entitled to the Separation Benefits if this Agreement is terminated (i) due to Employee’s death; (ii) by the Company due to Employee’s Inability to Perform; (iii) by hold harmless the Company for Cause; (iv) by all expenses, penalties, or interest charges the Company incurs as a result of not paying taxes on, or withholding taxes from, amounts paid under this Agreement. Employee without Good Reason; further agrees not to make any claim against the Company or (v) by non-renewal by any other person based on how the Company reports amounts paid under this Agreement to tax authorities, or if an adverse determination is made as to the tax treatment of any amounts payable under this Agreement. In addition, Employee in accordance with Sections 4(b) understands and 6(f)agrees that the Company has no duty to try to prevent such an adverse determination.
Appears in 1 contract
Separation Benefits. If (a) Provided that the Executive executes this Agreement is terminated either by and does not revoke it within the Company without Cause time period described in accordance with Section 6(c) (including the Company’s non-renewal of this Agreement) or by Employee resigning his employment for Good Reason in accordance with Section 6(d6(h), the Company shall have no further obligation agrees to Employee under this Agreement, except pay to the Company shall provide the Accrued Obligations to Employee in accordance with Section 7(a) plus Executive the following payments and benefits (collectively, the “Separation Benefits”) to Employee: ):
(i) a one-time cash payment of $100,000, to be paid in six (6) equal monthly installments in accordance with the Company’s regularly-scheduled payroll practices, with the first such monthly installment to be made on the first regularly-scheduled payroll date following the Effective Date; and
(ii) the Executive shall be entitled to continue to receive any health care (e.g. medical, dental and vision) benefits provided to Executive and Executive’s spouse and his dependents (to the extent they were participants in the Company’s health plan or program) immediately prior to the Separation Date until the earlier of (a) the Executive’s 65th birthday on April 9, 2020 and (b) the date on which the Executive becomes eligible for Medicare, on the same terms and at the same costs to Executive as available to similarly-situated employees of the Company during such period. If the Company reasonably determines in its sole discretion that maintaining such coverage for Executive or Executive’s spouse or dependents (to the extent they were participants in the Company’s health plan or program) is not feasible under the terms and provisions of such plans and programs (or where such continuation would adversely affect the tax status of such plan or program pursuant to which the coverage is provided), the Company shall pay Executive an amount equal to one times the sum estimated costs of the Base Salary expected Company contribution therefor for such same period of time, with such payments to be made in effect immediately before accordance with the Termination Date plus the Annual Bonus received by Employee for the fiscal year preceding the Termination Date (or if Employee was employed for less than one full fiscal year prior to the Termination Date, the Annual Bonus for purposes of this Section 7 shall be the Annual Bonus payable during the current fiscal year at the target amount provided above) (together, the “Separation Pay”); and (ii) during the sixregularly-month period commencing on the Termination Date that Employee is eligible to elect and elects to continue coverage for himself and his eligible dependents under the Company’s group heath insurance plan pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), or similar state law, the Company shall reimburse Employee on a monthly basis for the difference between the amount Employee pays to effect and continue such coverage under COBRA and the employee contribution amount that active employees scheduled payroll practices of the Company pay (no less frequently than monthly) for the same or similar coverage; providedperiod during which such cash payments are to be provided as outlined in this Section 4(a)(ii).
(b) As required by law, howeverpayments made under this Agreement will be subject to FICA, FUTA, and New Jersey Unemployment Tax, as well as federal and New Jersey income tax withholding. The Parties acknowledge and agree that Employee shall notify the Company in writing within five days after he becomes eligible after the Termination Date for group health insurance coverage, if any, through subsequent employment or otherwise and the Company shall have Group has no further reimbursement obligation after Employee becomes eligible for group health insurance coverage due to subsequent employment or otherwise. The Separation Pay shall be paid to Employee in a lump sum within 60 days of the Termination Date; provided, however, that no Separation Pay shall be paid to Employee unless the Company receives, on or within 55 days after the Termination Date, an executed and fully effective copy of the Release (as defined below). Any COBRA reimbursements due other tax liability under this Section shall be made by the last day of the month following the month in which the applicable premiums were paid by Employee. For the avoidance of doubtAgreement.
(c) The Executive understands, Employee shall not be entitled to acknowledges, and agrees that the Separation Benefits if exceed what the Executive is otherwise entitled to receive upon separation from employment with the Company, and that these benefits are being given as consideration in exchange for executing this Agreement is terminated (i) due to Employee’s death; (ii) by and the general release contained herein. Nothing in this Agreement shall be deemed or construed as an express or implied policy or practice of the Company due Group to Employee’s Inability provide these or other benefits to Perform; (iii) by any individuals other than the Company for Cause; (iv) by Employee Executive and his dependents. In addition, the Executive understands, acknowledges, and agrees that there is and will not be any accelerated vesting of any equity awards, including, without Good Reason; or (v) by non-renewal by Employee limitation, stock and/or option grants, provided to him in accordance with Sections 4(b) and 6(f)the past.
Appears in 1 contract
Samples: Separation and Release Agreement (Wayside Technology Group, Inc.)
Separation Benefits. If Provided Executive returns to the Company an executed copy of this Agreement is terminated either by within twenty-one (21) days after receipt and does not revoke the Company without Cause Agreement, and further provided Executive complies with the covenants set forth in accordance with Section 6(c) (including the Company’s non-renewal of this Agreement) or by Employee resigning his employment for Good Reason in accordance with Section 6(d), the Company shall have no further obligation to Employee under this Agreement, except the Company shall will provide the Accrued Obligations to Employee in accordance Executive with Section 7(a) plus the following payments and benefits (collectively, the “Separation Benefits”):
(a) The Company agrees to Employee: (i) an amount pay Executive separation pay equal to one times twelve (12) months of Executive’s regular base salary, less applicable withholdings and deductions, payable in accordance with the sum of Company’s regular payroll practices in substantially equal installments over the Base Salary in effect twelve (12) month period immediately before following the Termination Date plus the Annual Bonus received by Employee for the fiscal year preceding the Termination Separation Date (or if Employee was employed for less than one full fiscal year prior to the Termination Date, the Annual Bonus for purposes of this Section 7 shall be the Annual Bonus payable during the current fiscal year at the target amount provided above) (together, the “Separation PayPeriod”), with the first installment to begin in the pay period following the Effective Date and to include a catch-up payment reflecting the portion of such pay covering the period from the Separation Date through such pay period; and
(iib) during the six-month period commencing on the Termination Date that Employee If Executive is eligible for and to elect and the extent Executive timely elects to continue coverage for himself and his eligible dependents under the Companycontinuation of healthcare benefits at Executive’s group heath insurance plan own expense pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended amended, or the applicable state equivalent (together, “COBRA”), or similar state law, the Company shall agrees to pay or reimburse Employee on a monthly basis Executive for the difference between the amount Employee pays to effect and continue such coverage under COBRA employer-portion and the employee contribution amount that active employees administrative fee of such COBRA benefits for Executive and any dependents, for each month following the Separation Date through the earlier of the Company pay for expiration of the same Separation Period or similar coverage; provided, however, that Employee shall notify the Company in writing within five days after he becomes eligible after the Termination Date for group health insurance coveragedate Executive and Executive’s covered dependents, if any, through subsequent employment or become eligible for coverage under another employer’s plan, provided Executive submits proof of payment if applicable, and further provided Executive promptly notifies the Company of such eligibility under another employer’s plan; and
(c) The Company agrees to execute and deliver a Joint Release Instruction to the Escrow Agent within five (5) Business Days immediately following the Effective Date to cause the release to the Executive of the Retention Escrow Fund (this and other capitalized terms not otherwise defined herein shall have the meaning ascribed to them in the Purchase Agreement), which equals $750,000, and the Company shall have no further reimbursement obligation Specified Matters Indemnity Escrow Fund, which equals $4,000,000, in accordance with the terms of that certain Escrow Agreement entered into on February 16, 2021 (the “Escrow Agreement”). Notwithstanding the foregoing, to the extent the Separation Date and first payroll date to occur after Employee becomes eligible for group health insurance coverage due the 30th day following the date of Executive’s receipt of this Agreement fall in two separate taxable years, notwithstanding anything in this Section 2, any payments or benefits required to subsequent employment be paid or otherwise. The Separation Pay provided to you under this Section 2 prior to such 30th day shall be paid to Employee or provided in a lump sum within 60 days on the first payroll date of the Termination Date; provided, however, that no Separation Pay shall be paid to Employee unless the Company receives, on or within 55 days after the Termination Date, an executed and fully effective copy of the Release (as defined below). Any COBRA reimbursements due under this Section shall be made by the last day of the month following the month in which the applicable premiums were paid by Employee. For the avoidance of doubt, Employee shall not be entitled to the Separation Benefits if this Agreement is terminated (i) due to Employee’s death; (ii) by the Company due to Employee’s Inability to Perform; (iii) by the Company for Cause; (iv) by Employee without Good Reason; or (v) by non-renewal by Employee in accordance with Sections 4(b) and 6(f)subsequent taxable year.
Appears in 1 contract
Samples: Separation Agreement and General Release (Desktop Metal, Inc.)
Separation Benefits. If this Agreement is terminated either by the Company without Cause in accordance with Subject to Section 6(c) (including the Company’s non-renewal of this Agreement) or by Employee resigning his employment for Good Reason in accordance with Section 6(d7(a), the Company Employer shall have no further obligation pay or provide to Employee under this Agreement, except the Company shall provide the Accrued Obligations to Employee in accordance with Section 7(a) plus the following payments and benefits (collectively, the “Separation Benefits”), in each case less applicable withholding taxes and other required items:
(a) Pursuant to Section 4(d)(i) of the Employment Agreement, the Employer shall continue to pay Employee: ’s Base Salary (ias defined in the Employment Agreement and payable at a rate of $400,000 per year) in accordance with the Employer’s general payroll practices (in effect from time to time) for a period commencing on the Separation Date and ending on the first anniversary thereof;
(b) Pursuant to Section 4(d)(ii) of the Employment Agreement, the Employer shall pay Employee an amount equal to one times $300,000, which is his Target Bonus (as defined in the sum Employment Agreement) for the year ended December 31, 2017 (regardless of Company performance), on the same date Employer pays the 2017 annual bonus to its U.S. based employees (but in no event prior to January 1, or after March 31, 2018).
(c) Pursuant to Section 4(d)(iii) of the Base Salary in effect immediately before Employment Agreement, if Employee makes a timely election for continuation coverage under COBRA with respect to the Termination group health plans provided to Employee as of the Separation Date plus (the Annual Bonus received by Employee “Welfare Plans”), the Employer shall pay that portion of the COBRA premium that it pays for other senior executive employees with the same coverage for the fiscal year preceding the Termination Date shorter of (or if Employee was employed for less than one full fiscal year prior to the Termination Date, the Annual Bonus for purposes of this Section 7 shall be the Annual Bonus payable during the current fiscal year at the target amount provided abovei) twelve (together, the “Separation Pay”); 12) months and (ii) during the six-month period commencing on the Termination Date that Employee is eligible for COBRA continuation coverage;
(d) Pursuant to elect Sections 4(d)(iv) and elects 4(d)(vi) of the Employment Agreement, with respect to continue coverage for himself the stock option (the ”Option”) granted pursuant to that certain Stock Option Agreement by and his eligible dependents between Employee and the Company, dated as of March 9, 2016 (the “Option Agreement”), granted under the Company’s group heath insurance plan pursuant to 2011 Equity Plan (the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA2011 Equity Plan”), or similar state lawnotwithstanding anything to the contrary in the Option Agreement, (i) fifty percent (50%) of the Option shall automatically become vested and exercisable (to the extent not otherwise then exercisable) on the Separation Date, and (ii) the Option shall not expire until the 181st day following the Separation Date and if the Separation Date occurs within the 180-day period immediately prior to the consummation of a Change in Control, than any portion of the Option that has not otherwise theretofore become vested and exercisable shall automatically become vested and exercisable as of the date of the Change in Control (subject to the consummation of such Change in Control); and
(e) Pursuant to Sections 4(d)(v) and 4(d)(vi) of the Employment Agreement, with respect to the restricted stock units (the “RSUs”) granted pursuant to that certain Restricted Stock Unit Award Agreement by and between Employee and the Company shall reimburse Employee on a monthly basis for dated as of March 9, 2016, granted under the difference between 2011 Equity Plan (the amount Employee pays “RSU Agreement”), notwithstanding anything to effect and continue such coverage under COBRA and the employee contribution amount that active employees contrary in the RSU Agreement, (i) seventy five percent (75%) of the Company pay RSUs shall automatically become vested (to the extent not otherwise vested) on the Separation Date and shall be settled in accordance with their terms, and (ii) the RSUs not otherwise vested shall not be forfeited and remain outstanding until the 181st days following the Separation Date and (A) if the Separation Date occurs within the 180-day period immediately prior to the consummation of a Change in Control, then any portion of the RSUs that have not otherwise theretofore become vested shall automatically become vested as of the date of the consummation of the Change in Control (subject to the consummation of such Change in Control), and (B) if the Separation Date does not occur within the 180-day period immediately prior to the consummation of a Change in Control, then any portion of the RSUs that have not otherwise theretofore become vested shall be automatically forfeited by Employee for no consideration on the same or similar coverage181st day following the date of termination of Executive’s employment; provided, however, that the continuation of such salary and benefits, any right to acceleration of vesting and exercisability of the Option and any right to the acceleration of vesting of the RSUs shall cease on the occurrence of any circumstance or event that would constitute Cause under Section 8 of the Employment Agreement (including any material breach of the covenants contained in Section 5 or Section 6 of the Employment Agreement); provided, further, that Employee’s eligibility to participate in the Welfare Plans shall cease at such time as Employee shall notify is offered comparable coverage with a subsequent employer. Without limiting Section 7, Employee acknowledges that any payments and benefits under Section 4 of the Company Employment Agreement (which the Parties acknowledge and agree are described in writing within five days after he becomes eligible after full in this Section 2) resulting from a termination of his employment with Employer are in lieu of any and all claims (including, without limitation, any claims for severance) that Employee may have against the Termination Date for group health insurance coverageCompany, the Employer and their affiliates (other than (A) benefits under the Company’s employee benefit plans that by their terms survive termination of employment, (B) benefits under COBRA, (C) rights with respect to unreimbursed business expenses, if any, through subsequent employment or otherwise and the Company shall have no further reimbursement obligation after Employee becomes eligible for group health insurance coverage due pursuant to subsequent employment or otherwise. The Separation Pay shall be paid to Employee in a lump sum within 60 days Section 3(d) of the Termination Date; providedEmployment Agreement, however, that no Separation Pay shall be paid (D) rights to Employee unless the Company receives, on or within 55 days after the Termination Date, an executed and fully effective copy indemnification under certain indemnification arrangements for officers of the Release Company, and (as defined below). Any COBRA reimbursements due under this E) rights with respect to indemnification and insurance pursuant to Section shall be made by the last day 24 of the month following the month in which the applicable premiums were paid by Employee. For the avoidance of doubtEmployment Agreement), Employee shall and represent liquidated damages (and not be entitled to the Separation Benefits if this Agreement is terminated (i) due to Employee’s death; (ii) by the Company due to Employee’s Inability to Perform; (iii) by the Company for Cause; (iv) by Employee without Good Reason; or (v) by non-renewal by Employee in accordance with Sections 4(b) and 6(fa penalty).
Appears in 1 contract
