Separation Compensation and Benefits. A. Unless the Executive shall have been terminated for "Cause" (as defined in the Executive Employment Terms) or shall have voluntarily terminated his employment with the Company before March 31, 2006 (either of such events being hereinafter referred to as a "Disqualifying Termination"):
(i) the Executive shall be entitled to the post-employment compensation (the "Severance") prescribed by the second paragraph of Section 12 of the Executive Employment Terms, i.e., his base salary and auto allowance (as provided in Section 5 thereof), for the one (1) year post-employment period prescribed therein which shall run from the Separation Date (the "Post-Employment Period") (e.g., assuming no earlier termination, the Post-Employment Period shall run from April 1, 2006 to and including March 31, 2007), which Severance shall be payable as and when prescribed by Section 12 of the Executive Employment Terms; (ii) the balance in Account III, as defined in and established pursuant to the terms of the Supplemental Executive Retirement Plan and Agreement for the Executive, as modified by the Modification Election, dated August 4, 2004, and by Amendment No. 1, dated as of November 28, 2005 (as modified and amended, the "Xxxxxxxxx XXXX"), xxxxx xxxx xx xx xxx Xeparation Date (the Separation being deemed, for such purposes, to be equivalent to a termination "without cause") and shall be payable in accordance with the terms of the Executive SERP and applicable law; and (iii) the Executive shall be entitled to retain his cellphone and laptop computer.
B. The vacation and other benefits to which the Executive is entitled under Sections 7 and 11 of the Executive Employment Terms shall terminate as of the Separation Date in accordance with the provisions of the third paragraph of Section 12 of the Executive Employment Terms, provided that the Executive will be credited with his two (2) carryover days for 2005 and his full vacation allotment of fifteen (15) days, as set forth in Section 7 of the Executive Employment Terms, for calendar year 2006 as though he had remained in the employ of the Company through the end of 2006. The Executive shall be entitled to payment of all accrued and unused vacation pay in accordance with normal Company practices.
C. Nothing in this Agreement shall affect the rights and benefits, if any, to which the Executive is entitled under any employee benefit plans and deferred compensation plans in which he participated or by which he was covered during hi...
Separation Compensation and Benefits. Subject to Sections 1(a) and 14, the Severance Pay and Termination Benefits are estimated as of the date of this Agreement to be each of the following:
(a) $6,075,000 (the “Severance Amount”), which amount is equal to three (3) times the sum of the Executive’s current Base Salary and current Target Bonus Amount. The Severance Amount shall be finally determined at the Termination Date by reference to the Executive’s final Base Salary and final Target Bonus Amount (if higher than the foregoing) and shall be paid as provided in the Employment Agreement in twenty-four (24) substantially equal monthly installments following the Termination Date.
(b) $181,849.32, which is the Pro Rata Bonus (assuming a Termination Date as of the date of this Agreement). The Pro Rata Bonus shall be paid on the thirtieth (30th) day following the Termination Date as provided in the Employment Agreement.
(c) Provided that the Executive is eligible to elect and properly elects to receive continued health care coverage pursuant to the provisions of the Consolidated Omnibus Budget Reconciliation Act (“COBRA”), the Company shall cause the Executive to be provided with continuation coverage pursuant to the provisions of COBRA and clause (v) of paragraph 6(b) of the Employment Agreement for the eighteen (18) months following the Termination Date at the same premium rate that active employees of the Company pay for such coverage.
Separation Compensation and Benefits. In consideration of the promises made by you herein, XXX agrees to the following:
a. Your group medical insurance, together with your ability to participate in all of NMI’s other health and welfare plans and NMI’s 401(k) plan will cease on the Separation Date, after which time you will be eligible to continue in health plans in which you are currently enrolled (medical, dental and vision) through COBRA.
b. If you elect COBRA continuation of your health insurance plan, NMI will pay the insurance plan premium for six months, or through January 30, 2018 (the “COBRA Reimbursement”).
c. NMI will accelerate the vesting of (1) 28,668 unvested options under the 2015 Option Agreement that would have vested on the next vesting date (i.e., February 12, 2018); (2) 3,668 unvested RSUs under the 2015 RSU Agreement that would have vested on the next vesting date (i.e., February 12, 2018); and (3) 26,150 unvested RSUs under the 2016 RSU Agreement that would have vested on the next vesting date (i.e., February 10, 2018) (collectively referred to as the “Accelerated Awards”). On the Separation Date, you forfeit all RSUs under the 2016 RSU Agreement that would have vested on February 10, 2019. Under the 2015 Option Agreement, your separation of employment from NMI will be treated as a “Termination of Employment without Cause,” and provided that you have signed and do not revoke this Agreement, you will have 90 days from the day following the expiration of the Revocation Period to exercise your vested options under the 2015 Option Agreement, as provided therein.
d. NMI will provide you a Separation Payment (“Separation Payment”) in an amount equivalent to six months’ pay, i.e., $193,125, subject to standard payroll deductions and withholdings, in exchange for your agreement to sign and adhere to the terms of this Agreement. If you do not agree to accept the terms offered in this Agreement, you understand that you will not receive the COBRA Reimbursement, the Accelerated Awards or the Separation Payment.
Separation Compensation and Benefits. A. Unless the Executive shall have been terminated for "Cause" (as defined in the Executive Employment Terms) before March 31, 2006 (such event being hereinafter referred to as a "Disqualifying Termination"), the Executive shall be entitled to the post-employment compensation (the "Severance") prescribed by the second paragraph of Section 12 of the Executive Employment Terms, i.e., his base salary and auto allowance (as provided in Section 5 thereof), for the one (1) year post-employment period prescribed therein which shall run from the Separation Date (the "Post-Employment Period") (e.g., assuming no earlier termination, the Post-Employment Period shall run from April 1, 2006 to and including March 31, 2007); and such Severance shall be payable as and when prescribed by Section 12
Separation Compensation and Benefits. Xxxxx will pay Xx. Xxxxxx all past compensation due Xx. Xxxxxx for his services as Chief Corporate Officer and Chief Financial Officer as of the Resignation Date. Any unused Manager's Time Off benefits that Xx. Xxxxxx had as of the time of his resignation shall transfer to Broadlane, Inc. and shall be immediately available for use by Xx. Xxxxxx. In addition, Xx. Xxxxxx and Xxxxx agree that Xx. Xxxxxx will receive one hundred percent (100%) of the Xxxxx FY2000 Annual Incentive Plan ("AIP") award that Xx. Xxxxxx would have been eligible for had he continued his full-time employment with Xxxxx through August 2000, at which time the award shall be payable to Xx. Xxxxxx.
Separation Compensation and Benefits. Provided that Executive’s employment with the Company is not terminated for a Disqualifying Reason, and provided that Executive executes and does not revoke a Second General Release of Claims (in the form attached hereto as Exhibit A) prior to the expiration of twenty-one (21) days following the Separation Date, Executive shall be eligible for the following Separation Compensation and Benefits:
a. The Company will pay Executive a lump sum payment of benefit of Two Hundred Fifty- Two Thousand, Six Hundred Dollars and Zero Cents ($252,600.00), less applicable payroll and income tax withholdings, on or before March 15, 2021, but not before January 1, 2021. This lump sum payment will not be included in Executive’s earnings for purposes of calculating benefits under any employee benefit, plan or program, including, but not limited to, any qualified or non-qualified defined contribution or defined benefit retirement plan.
b. The Company shall take necessary actions to have Executive’s benefit under the DTE Energy Executive Supplemental Retirement Plan (“ESRP”) calculated as if he had attained age 55 and completed 22 years and 11 months of service as of the Transition Date and Executive was eligible to receive a Management Supplemental Benefit Plan (“MSBP”) benefit under Appendix A to the ESRP. This additional age and service credit is a special consideration that will apply only for purposes of calculating Executive’s benefit under the ESRP, including the MSBP in Appendix A. Executive’s ESRP benefit, calculated as provided under this Section 1(b), will be paid under the ESRP, not under this Agreement, at the time and in the form required by the ESRP and all requirements under Section 409A of the Internal Revenue Code of 1986, as amended (“Code”).
c. Executive shall remain eligible to participate in the DTE Energy Annual Incentive Plan (“AIP”) as the Chief Financial Officer through the Transition Date. The Company shall take necessary actions to have Executive’s 2020 AIP benefit calculated as if he had attained age 55 and retired as of the Transition Date and Executive will be eligible for an award as a retiree under the AIP, pro-rated through the Transition Date, subject to an Individual Performance Modifier of ninety percent (90%), and subject to the approval of a 2020 AIP award by the Organization and Compensation (“O&C”) Committee of the Board of Directors. Any AIP award to which Executive becomes entitled under this section will be paid at the same time 2020...
Separation Compensation and Benefits. Subject to the Executive’s execution, delivery and non-revocation of this Agreement and the waiver and release of claims attached hereto as Exhibit B (the “Waiver and Release of Claims”), and execution and delivery of the reaffirmation of the Waiver and Release of Claims attached hereto as Exhibit C on or within 5 working days following the Termination Date (the “Reaffirmation”), pursuant to the terms of Section 6(c) of the Employment Agreement, the Executive shall receive the following:
(a) $910,000 (which is equal to the sum of (i) $780,000 as severance pay equal to eighteen (18) months of the Executive’s current annual base salary of $520,000, plus (ii) $130,000 as payment in lieu of the Executive’s three (3) months’ notice, as required by the Statement of Employment and Bermuda law, to be paid as follows: (x) $130,000 shall be paid on the thirtieth (30th) day following the Termination Date, and (y) $780,000, to be paid in eighteen (18) monthly installments over the eighteen (18) months following the Termination Date in accordance with the Company’s regular payroll practices (with the first of such installments paid on the thirtieth (30th) day following the Termination Date); and, provided that, notwithstanding any provision of this Agreement to the contrary, the Termination Date shall occur not later than May 31, 2021, such that the first of the eighteen installments referred to above is paid in June, 2021 and all installments shall be completed by December, 31, 2022;
(b) a pro rata annual bonus for calendar year 2021, determined as the product of (x) the Executive’s target annual bonus amount of $442,000, multiplied by (y) a fraction, the numerator of which is the total number of (working and non-working) days the Executive was employed by the Company in calendar year 2021, and the denominator of which is 365 (the “Pro Rata Bonus”), which Pro Rata Bonus shall be paid in cash in a lump sum after the end of the calendar year in which the Termination Date occurs and no later than March 15, 2022; and
(c) Subject to the Executive properly enrolling in continuation coverage in respect of the Company’s medical and life insurance benefit plans, the Company shall, for eighteen (18) months following the Termination Date, provide the Executive with continued medical and life insurance coverage at the same premium rates that active employees pay for such coverage, with any life insurance premium contributions required to be made during the eighteen (18) months fo...
Separation Compensation and Benefits. Subject to the Executive’s execution and delivery of the waiver and release of claims attached hereto as Exhibit C (the “Waiver and Release of Claims”) simultaneously with the Executive’s execution and delivery of this Agreement, and non-revocation of such Waiver and Release of Claims, pursuant to the terms of Section 6(c) of the Employment Agreement, the Executive shall receive the following:
(a) $1,575,000 (which is equal to the sum of (i) $1,350,000 as severance pay equal to eighteen (18) months of the Executive’s annual base salary of $900,000, and (ii) $225,000 as payment in lieu of the Executive’s three (3) months’ notice, as required by the Statement of Employment and Bermuda law), to be paid as follows: (x) $225,000 shall be paid on the 30th day following the Termination Date; (y) $900,000 shall be paid in twelve (12) monthly installments over the twelve (12) months following the Termination Date in accordance with the Company’s regular payroll practices (with the first of such installments paid on the 30th day following the Termination Date); and (y) $450,000 shall be paid in calendar year 2020 in monthly installments over the six (6) months following the first anniversary of the Termination Date;
(b) An additional $1,550,000, to be paid in a lump sum after the end of calendar year 2019 but no later than March 15, 2020; and
(c) Subject to the Executive properly enrolling in continuation coverage in respect of the Company’s medical and life insurance benefit plans, the Company shall, for eighteen (18) months following the Termination Date, provide the Executive with continued medical and life insurance coverage at the same premium rates that active employees pay for such coverage, with the life insurance premium contributions to be paid as follows: (x) any premium contributions required to be made during the twelve (12) months following the Termination Date shall be paid upon such required premium contribution payment dates; and (y) an amount equal to the sum of the remaining life insurance premium contributions not paid pursuant to clause (x) shall be paid in fiscal year 2020 on dates selected by the Company but not later than the regularly scheduled contribution payment dates.
Separation Compensation and Benefits. Provided that Executive timely executes and does not revoke this Agreement and the Second Release attached to this Agreement and subject to Executive’s continued compliance with the terms of this Agreement, upon the Separation Date, Executive shall be eligible to receive as additional separation consideration, certain cash and equity, less deductions required by law to be withheld (collectively, the “Separation Benefits”) as follows:
(i) cash separation payment equal to 20 weeks of base salary of $288,143.85 plus 1 week for each year of service (13 weeks) of $187,293.50 (together such number of months, the “Severance Period”), for a total cash separation payment equal to 33 weeks of $475,437.35, paid in a lump sum on the first regular payroll date in 2025 following Executive’s execution and delivery to the Company, and non-revocation, of the attached Second Release;
(ii) any bonus payable pursuant to the Company’s 2024 Short Term Incentive Plan using Executive’s target annual incentive as of the Effective Date, paid no later than March 15, 2025, as Executive’s earned annual incentive opportunity as determined by the level of achievement of the Company’s performance goals on the same basis as similarly situated executive-level participants in such plan;
(iii) any bonus payable pursuant to the Company’s 2022-2024 Long Term Incentive Plan based on Executive’s target long-term incentive as of the Effective Date, paid no later than March 15, 2025, as Executive’s incentive opportunity as determined by the level of achievement of the Company’s performance goals on the same basis as similarly situated executive-level participants in such plan;
(iv) 66.66% of any bonus payable pursuant to the Company’s 2023-2025 Long Term Incentive Plan based on Executive’s target long-term incentive as of the Effective Date, paid no later than March 15, 2025, as Executive’s incentive opportunity as determined by the good faith projected level of achievement of the Company’s performance goals determined as of December 2024;
(v) 33.33% of any bonus payable pursuant to the Company’s 2024-2026 Long Term Incentive Plan based on Executive’s target long-term incentive as of the Effective Date, paid no later than March 15, 2025, as Executive’s incentive opportunity as determined by the good faith projected level of achievement of the Company’s performance goals determined as of December 2024; and
(vi) vesting on or before March 15, 2025 of up to 3,777 performance-based restricted stock un...
Separation Compensation and Benefits. A. The Executive shall be entitled to receive all of the severance compensation to which he is entitled under the second paragraph of Section 12 of the Executive Employment Terms (which includes the compensation to which the Executive is entitled during the thirty (30) day notice period specified therein); and, for purposes thereof, (I) the Executive shall receive his regular salary and auto allowance, as set forth in Section 5 of the Executive Employment Terms, through June 30, 2004, and (II) the one (1) year post-employment compensation period, as prescribed by the second paragraph of Section 12 of the Executive Employment Terms, shall run from July 1, 2004 through June 30, 2005 (the "Post-Employment Period").
B. The vacation and other benefits to which the Executive is entitled under Sections 8 and 11 of the Executive Employment Terms shall terminate as of the Separation Date in accordance with the provisions of the third paragraph of Section 12 of the Executive Employment Terms; provided that the Executive will be credited with his full vacation allotment, as set forth in Section 8 of the Executive Employment Terms, for calendar year 2004 as though he had remained in the employ of the Company through the end of this calendar year.
C. Nothing in this Agreement shall affect any of the rights and benefits to which the Executive is entitled under any and all employee benefit plans and deferred compensation plans in which he participated or by which he was covered during his employment with the Company, and under any stock option agreements with the Company to which the Executive is a party, all in accordance with the respective terms and conditions of these Company plans and agreements (collectively, the "Other Company Plans").
D. If the Executive, by written notice to the Company, elects COBRA continuation coverage (for the period after the Separation Date) under the Company health insurance policy by which he is currently covered, the Company will reimburse the Executive for the premiums paid by the Executive thereunder during the Post-Employment Period.
E. If, at any time from and after the Separation Date, the Executive obtains life insurance coverage and/or disability coverage substantially similar to the life insurance and disability insurance coverages to which the Executive was theretofore entitled as a Company employee in accordance with Section 11 of the Executive Employment Terms, and the Executive notifies the Company in writing of these post-S...
