Separation Entitlements Clause Samples

Separation Entitlements a) The Executive will receive from the Company the separation payments and benefits under Sections 5(b) and 5(c) of the Employment Agreement subject to the terms and conditions therein (including the Executive’s continued compliance with his obligations under Section 6(c) of the Employment Agreement and the Executive’s execution, delivery and non-revocation of the release of claims attached hereto as Exhibit A); provided, however, that the 2025 Annual Equity Award, to the extent earned, will not be subject to proration and will fully vest on the date the applicable performance is certified. For the avoidance of doubt, (i) the Executive’s Term will expire on the Separation Date, (ii) the Company’s determination of whether all or any portion of the 2025 Annual Equity Award has been earned will be made in a manner consistent with past practices and generally consistent with the same equity awards granted to the other Named Executive Officers of the Company and (iii) the cash portion of the Severance Amount (as defined in the Employment Agreement) in an aggregate amount of $3,100,000 and the 150,000 fully vested shares of the Company’s common stock referred to in Section 5 of the Employment Agreement shall be paid within ten (10) days of the date hereof.

Separation Entitlements. (a) Following the Separation Date, the Company will continue to pay the Employee his regular base salary on a bi-weekly basis, in accordance with its normal payroll practices, from the Separation Date until August 31, 2012 (the “Separation Payments”). For greater certainty, for purposes of this paragraph the Employee’s regular base salary shall not include any reduction under the Company’s Reduced Work Program (“RWP”). (b) Employee shall be entitled to continue to participate in all employee benefit programs and receive all benefits and perquisites of employment described in subparagraph 3(d) of the Employment Agreement from the Separation Date until August 31, 2012 to the extent that the Company can continue such benefits under the terms and conditions of the applicable plans, failing which the Employee’s Separation Payments will be grossed up by the premium cost to the Company of any benefits that cannot be so continued. (c) Any stock options granted to the Employee under the Employment Agreement that are fully vested as of the Separation Date shall remain exercisable for the earlier of (i) the balance of such options’ term, or (ii) until August 31, 2012. Notwithstanding anything to the contrary in the stock option plan or in any grant of options, any stock options that have not vested as of the Separation Date shall continue to vest and remain exercisable until the earlier of (i) the balance of such options’ term or (ii) until August 31, 2012. In no event shall any stock options continue to vest after August 31, 2012. (d) The Employee acknowledges that the foregoing provisions are in full satisfaction of and substitution for any and all rights in connection with the cessation of his employment whether under contract, common law, statute or otherwise, including termination, severance and vacation pay.

Separation Entitlements