Separation Package. In exchange for your acceptance and agreement to all terms of this Agreement, and provided you do not revoke this Agreement, the Company shall provide you with the following (the “Separation Package”):
a. The Company shall pay you a total of $408,000 (“Severance Payment”), which represents 12 months of base salary. The payments will be made in regular periodic installment payments at the rate of $15,692.30 biweekly. Severance Payment installments shall commence on the first regular payroll within 30 days after the expiration of the seven (7) day revocation period set forth in section 11(h) of this Agreement has expired (assuming you have not revoked the Agreement within that period).
b. The Company shall pay your target annual bonus opportunity in the amount of $306,000 (the “Bonus Payment”). The Bonus Payment shall be paid in a lump sum on the first regular payroll within 30 days after the expiration of the seven (7) day revocation period set forth in section 11(h) of this Agreement (assuming you have not revoked the Agreement within that period).
c. Subject to the release requirements of section 7 hereof, in accordance with the terms of Section 3.3(c) of the Severance Plan, and notwithstanding the terms or provisions of any applicable equity plan or equity award agreement:
(1) you shall be deemed vested as of the Separation Date in the 5,074 units of your currently unvested time-based restricted stock units which are scheduled to vest in the next twelve (12) months; and
(2) you shall be entitled to receive a cashout of your performance-based restricted stock units in the amount of 6,706 performance based restricted stock units, which is equal to the value of your currently unvested performance based restricted stock units pro-rated at target based on your service through the Separation Date which are scheduled to vest in the next twelve (12) months (collectively, clauses (1) and (2) referred to herein as the “Accelerated Equity Awards”).
d. The Company shall pay directly on your behalf for professional outplacement services through a firm designated by the Executive for a period of twelve (12) months following the Separation Date up to a maximum of $10,000. All payments made pursuant to this Agreement shall be less all lawfully required deductions and withholdings. You acknowledge and agree that the Separation Package and other commitments by Triumph set forth herein constitute good and valuable consideration for this Agreement, which you would otherwise...
Separation Package. (a) Where required by termination circumstances defined in this Agreement, the Executive will be entitled to a separation package (“Separation Package”) consisting of:
(i) a payment equal to two times the then-current annual Base Salary in lieu of notice of termination and inclusive of the Executive’s entitlement to termination pay in British Columbia under the British Columbia Employment Standards Act;
(ii) a payment equal to two times the highest of: (x) the Executive’s “target” Annual Bonus, if any, for the fiscal year in which such termination occurs, under the applicable short-term incentive compensation plan or other annual cash bonus plan of the Company; and (y) the average Annual Bonus actually received by the Executive in the two immediately preceding fiscal years; and
(iii) the Company shall continue to provide to the Executive and to the Executive’s eligible dependents with the same level of health benefits, including without limitation medical, dental, vision, accident, disability, life insurance and other such benefits in place prior to termination of employment until the earlier of: (i) twenty-four months after the effective date of such termination, or (ii) the date the Executive becomes eligible for comparable benefits under a similar plan, policy or program of a subsequent employer, on substantially the same terms and conditions (including contributions required by the Executive for such benefits, if any) as existed immediately prior to termination; provided that, if such continued participation is not feasible, the Company shall otherwise provide such benefits (via lump sum compensation or in kind) on the same after-tax basis as if continued participation had been permitted, which items (i) and (ii) of the Separation Package shall be payable in substantially equal installments over twenty four months following the applicable termination date in accordance with the Company’s payroll practice.
Separation Package. Except as set out in Section 9.1, the Board by majority vote at a special meeting called for that purpose may terminate the Executive's employment at any time, without Cause and without prior notice, by providing the Executive with a Separation Package (the "Separation Package") equivalent to a lump sum payment of twenty four (24) months' Base Salary plus a pro rata portion of any Bonus (prorated with reference to the number of months the Executive has worked in the 7 -7- year in which the termination of employment occurs (the "Months Worked") to an amount equal to the Bonus payable to the Executive for the fiscal year preceding the year in which the termination occurs, multiplied by a fraction, the numerator of which is Months Worked and the denominator of which is twelve (12)) and, in fulfillment of the Executive's entitlement to compensation in respect of bonus for the twenty four (24) month notice period, an amount equivalent to two times the Bonus payable to the Executive for the fiscal year preceding the year in which termination occurs and in any event not less than the amount to which the Executive would have been entitled in respect of bonus had he remained actively employed with the Company during the notice period. At the discretion of the Board, the Company may provide the Separation Package in twenty four (24) equal monthly payments to the Executive.
Separation Package. In addition to the compensation and benefits to which the Executive would be entitled based upon his employment with the Company through the Termination Date, the Executive shall receive the following as additional consideration, which the Executive acknowledges is significant and substantial:
Separation Package. If the Corporation has determined that re-training or placement is not reasonable or feasible, the employee shall be offered a separation package, in an amount equal to 3 weeks of pay for each complete year of Corporate Service up to a maximum of 52 weeks, and shall have 15 days to accept or reject it.
Separation Package. In consideration of Employee’s obligations set forth in this Agreement, Employer agrees to provide to Employee the following (the “Separation Benefits”):
Separation Package. Subject to the provisions detailed in this Section 4, Company agrees to provide Executive with the following Separation Package set forth herein. Executive acknowledges and agrees that this Separation Package is the Executive’s exclusive compensation and remedy with respect to his separation from the Company and that this Separation Package constitutes adequate legal consideration for the promises and representations made by him in this Agreement.
Separation Package. In consideration of and in return for the promises and covenants undertaken by the Employee and the general release herein, and when the Effective Date has occurred (and provided Employee reaffirms this Agreement, as set forth below, on the Effective Date), the Company shall provide to or for the Employee the following separation package (“Separation Package”).
i. Alignment Healthcare, Inc. (the “Parent”) shall provide for the vesting of the Accelerated RSUs (as defined in Section 2(b) below). Employee hereby accepts the acceleration of the Accelerated RSUs in substitution for any cash severance payment to which he may be entitled under the EA.
ii. The Company shall pay Employee a pro rata amount of the bonus, if any, which would have been payable to Employee for calendar year 2023, determined after the end of calendar year 2023 and equal to the amount which would have been payable to Employee if Employee’s employment had not been terminated during 2023, multiplied by the fraction, the numerator of which is the number of whole months the Employee was employed by Employer during such calendar year and the denominator of which is twelve (12). Such bonus shall be paid at the same time(s) at which other senior executives of the Company receive such bonuses.
iii. The Company shall pay Employee the remaining portion of the Bonus for the 2022 calendar year performance period (“Second Bonus Payment”) on or about the same date that other senior executives of the Company receive the Second Bonus Payment.
iv. Employee acknowledges and agrees that as of the Effective Date, except for the vesting and bonus payments described in Section 2(a)(i) though (iii) above, the Company will have paid Employee all wages earned, and no additional compensation or benefit is due to Employee as of the Effective Date.
v. If the Employee elects COBRA benefits, the Company shall pay the Employee’s share of the premium for such COBRA benefits for a twelve (12) month period beginning September 1, 2023, unless the Employee sooner becomes eligible to receive health benefits through new employment; it being understood that (x) the Employee is required to notify the Company immediately if Employee begins new employment during such period and to repay promptly any excess benefits contributions made by the Company; and (y) after the Company’s payment or reimbursement obligation ends, the Employee may continue benefits coverage for the remainder of the COBRA period, if any, provided Employee pays...
Separation Package. (a) In the event Executive’s employment is terminated at any time either (A) by the Company without Cause under Paragraph 2.2(a)(iv) or (B) by Executive for Good Reason under Paragraph 2.3(a), then, subject to Paragraph 4.2, as and for a separation package the Company, Executive shall be entitled to:
(i) a lump sum severance payment equal to two (2) times the sum of Executive’s Base Salary and Target Bonus (determined without regard for any reduction of either such amount constituting Good Reason), which shall be paid within ten (10) days after the effectiveness of the release of claims provided under Paragraph 4.2, subject to the limitations under Item 32 (Policy on Severance Agreements with Certain Senior Executives) of the Starwood Hotels & Resorts Worldwide, Inc. Corporate Governance Guidelines as in effect on the date hereof (while such policy is in effect) (“Severance Limitation Policy”);
(ii) a pro rated portion of Executive’s annual bonus through the date of termination, earned and payable in accordance with, and subject to, the terms of the AIPCE based on actual results for the fiscal year of such termination (determined without regard for any exercise of negative discretion by the Board or applicable Committee thereof under the AIPCE that is applied disproportionately to Executive) as well as payroll policies in effect at the Company as if Executive were employed at the time, which shall be paid on the later of (x) ten (10) days after the effectiveness of the release of claims provided under Paragraph 4.2 or (y) the date such bonuses are paid to other senior executives for such fiscal year (but not later than two and one-half months after the last day of such fiscal year);
(iii) Executive’s stock options and restricted stock grants shall vest or not vest in accordance with the plan provisions and terms and conditions applicable to such equity award agreements; provided it is agreed by the parties that any unvested portion of Executive’s stock option and restricted stock grants awarded on the Effective Date shall not vest and shall be forfeited; and
(iv) the following payments and benefits (collectively, “Accrued Benefits”): (w) an amount equal to his unpaid Base Salary and any accrued and unpaid vacation pay through the date of termination which shall be paid on the next payroll date occurring on or following the date of termination, (x) any unpaid bonus earned for a completed fiscal year preceding the fiscal year of such termination which shall ...
Separation Package a. After the Effective Date, and on the express condition that Employee has not revoked this Agreement, the Company will pay Employee a single lump sum severance payment in the amount of three hundred ninety-seven thousand, three hundred fourteen dollars and thirteen cents ($397,314.13), less applicable deductions and withholdings. This payment (less applicable deductions and withholdings) will be mailed to Employee’s residence address. Employee acknowledges and agrees that the severance payment to be paid under this Agreement is due solely from the Company and that Insperity has no obligation to pay the severance payment even though the payment may be processed through Insperity.
b. Employee currently has unvested Golden Star stock options. In consideration for Employee signing and not revoking this Agreement, the vesting of Employee’s outstanding unvested options will be accelerated, and Employee’s unvested options will become vested as of the Resignation Date. Moreover, if Employee signs and does not revoke this Agreement, Employee shall have the right to exercise such options until 5:00 p.m. MST on February 7, 2013. Other than as provided herein, the terms of Employee’s stock option agreements and Golden Star’s stock option plan (attached hereto as Exhibit B) remain in full force and effect. Golden Star may, consistent with its obligations under such plan, amend or discontinue any or all stock option plans at any time.
c. Reporting of and withholding on any payment or consideration under this Paragraph 2 for tax purposes shall be at the discretion of the Company in conformance with applicable tax laws. If a claim is made against the Company for any additional tax or withholding in connection with or arising out of the payment pursuant to subparagraphs above, Employee shall pay any such claim within thirty (30) days of being notified by the Company and agrees to indemnify the Company and hold it harmless against such claims, including, but not limited to, any taxes, attorneys’ fees, penalties, or interest, which are or become due from the Company. Employee represents and warrants that it is Employee’s sole responsibility to obtain advice concerning any tax consequences resulting from this Agreement.
