Separation Pay and Benefits. In exchange for your performance of the Services and your promises set forth in this Agreement, and beginning as soon as practicable after the eighth (8th) day following your submission of a signed version of this Agreement in accordance with Section 10 below (the "Effective Date"), the Company agrees to provide you with the following payments and benefits (the "Separation Pay and Benefits"):
(i) Fee payments at a rate equal to your most recent monthly base salary amount in effect prior to the Separation Date, which amounts will be paid during the Service Term in monthly installments on the last business day of each month commencing on November 30, 2004.
(ii) Eligibility for 2004 annual bonus, as determined by the Compensation Committee of the Board in its sole discretion, the amount of which will be based on the Compensation Committee's assessment of (a) your performance in relation to previously agreed CEO objectives for the period from January 1, 2004 through October 29, 2004, and (b) your performance as Vice-Chairman for the period from the Effective Date through December 31, 2004. To the extent the Compensation Committee of the Board determines to award you a 2004 annual bonus, such bonus will be paid to you at the same time that 2004 annual bonuses are paid to senior executives of the Company.
(iii) Continuation of vesting of your stock options during the Service Term; all vested options will remain exercisable for a period of 3 months after the Service Term.
(iv) Upxx xxxxxxxxxx xx the appropriate COBRA(1/) forms, and subject to all the requirements of COBRA, during the Service Term, continuation of your participation in the Company's medical insurance plans at the Company's cost. After the Service Term, you will have the right to continue your medical insurance, subject to the requirements of COBRA, at your own cost. The "qualifying event" under COBRA shall be deemed to have occurred on the Separation Date. You acknowledge that, except for (x) the specific financial consideration set forth in this Agreement, and (y) your final wages and any pay for accrued but unused vacation, which have been paid to you in accordance with the Company's regular payroll practices and applicable law, you are not now and will not in the future be entitled to any other compensation from the Company, including, without limitation, other wages, commissions, bonuses, vacation pay, holiday pay, paid time off or any other form of compensation or benefit.
Separation Pay and Benefits. Specifically in consideration of your signing this Agreement and subject to the limitations, obligations, and other provisions contained in this Agreement, the Company agrees as follows:
a. [See Employment Agreement]
Separation Pay and Benefits. If you sign and do not rescind this Agreement as set forth in Section 8 below, and if you execute and deliver the Affirmation of Release set forth in Exhibit D as of the Separation Date, then the Company will:
(i) beginning on the first regular payroll date following sixtieth (60th) day after the Separation Date pay to you a sum equal to your most recent Annual Base Salary for a period of twelve (12) months, such payment to be made in approximately equal installments according to the Company’s then-current payroll practices (except in the case of amounts that are subject to a prior deferral election).
(ii) provide continued coverage under the Company’s group medical and dental plans (the “Health Plans”), if and to the extent permitted by such plans and subject to their terms, and also subject to you paying your normal proportion of the cost thereof, for a period of twelve (12) months from the Separation Date, and if the Health Plans do not permit such continued coverage, and if you are eligible for and properly elect health care continuation coverage pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”), Executive’s COBRA payments, and if applicable for family coverage, for health coverage that is paid by the Company to active and similarly-situated employees who receive the same type of coverage, for a period of equal to twelve (12) months from the Date of Termination, unless the provision of the foregoing benefits will violate the nondiscrimination benefits of applicable law, in which case the Company payments will not apply. Any obligations under this Section 2(ii) shall cease at such earlier time as you become eligible for coverage under another employer’s group medical plan, and you shall immediately inform the Company in writing of such occurrence.
(iii) pay to you a sum equal to your actual bonus as calculated according to the FY17 Annual Incentive Program, payable at such time and in the manner provided in such Program.
(iv) make available outplacement assistance, such assistance to be provided through a Company-approved program and provider.
Separation Pay and Benefits. Subject to Executive’s compliance with the terms and conditions of this Agreement and the expiration of the Revocation Period of the Agreement required per Section 12 of this Agreement, in full and complete satisfaction of any and all obligations of the Company to Executive arising from or related to the Employment Agreement, Executive’s employment with the Company, service as a member of the Board or otherwise, the Executive shall receive the following:
(a) Provided that Executive signs and does not revoke this Agreement as provided for in Sections 11 and 12 of this Agreement, Executive shall receive a severance equal to one-year of Executive’s base pay in effect as of the Termination Date, less applicable withholding taxes, payable over the next 13 payroll periods, in accordance with the Company’s regular payroll policies. Of this amount, $75,000 shall be attributable to Executive’s waiver of claims under the Age Discrimination in Employment Act (“ADEA”); and
(b) Reimbursement of all business related expenses incurred by Executive prior to the Termination Date to the extent such expenses would have been reimbursable pursuant to Section 4 of the Executive’s Employment Agreement. Executive acknowledges and agrees that, except as provided above, no other payments or benefits are due from the Company on any basis whatsoever, including but not limited to payments or benefits Executive may have been entitled to under this prior Employment Agreement which is null and void. Executive further acknowledges and agrees that all of Executive’s outstanding, unvested stock options and restricted stock awards are forfeited as of the Termination Date. Executive acknowledges and agrees that the consideration provided in the Agreement represents consideration over and above that to which Executive otherwise would be entitled, that the consideration would not have been provided had Executive not signed this Agreement, and that the consideration is in exchange for the signing of this Agreement.
Separation Pay and Benefits. Specifically in consideration of your signing this Separation Agreement and subject to the limitations, obligations, and other provisions contained in this Separation Agreement, MakeMusic agrees as follows:
a. To pay you separation pay in the gross amount of Two Hundred Ninety-Six Thousand Six Hundred Forty and 00/100 Dollars ($296,640) (representing twelve (12) months of pay at the rate of your ending base salary), less applicable deductions and withholding. Such separation pay will be paid to you in substantially equal installments on the Company’s regular payday schedule beginning with the first regularly scheduled payday following expiration of the rescission periods noted below without rescission.
b. Provided you timely elect and remain eligible for COBRA coverage, to pay $961.70 of your monthly COBRA premiums for your family’s health, dental and life insurance coverage for the twelve month period of July 2012 through June 2013. You will be responsible for paying the balance of the premiums for such insurance coverage during this period and, by signing this Separation Agreement, you voluntarily authorize MakeMusic to deduct your portion of the premiums from the payments described in Section 2.a. above, unless you notify MakeMusic that you and/or your family no longer need COBRA coverage through MakeMusic. MakeMusic will discontinue payments under this Section 2.b. prior to the expiration of the twelve month period if, and at such time as, you (1) are covered or eligible to be covered under the insurance policy of a new employer with substantially similar benefits, or (2) cease to participate, for whatever reason, in MakeMusic’s group insurance plans. You agree to promptly provide MakeMusic notice if you become covered or eligible to be covered under the health, dental or life insurance policy of a new employer with substantially similar benefits.
c. With respect to the option to purchase shares of MakeMusic common stock granted under Section 2.07 of the Employment Agreement (the “Option”), to execute the amendment attached hereto as Exhibit A, in order to: (i) cause the immediate vesting of 2,604 shares of MakeMusic common stock as of the date of execution of this Separation Agreement, and (ii) extend to June 15, 2015 the period during which the vested portion of the Option may be exercised following your separation from service. Following your separation from service, the Option shall be exercisable only to the extent that it is exercisable as of the...
Separation Pay and Benefits. In consideration of, subject to and conditioned on (a) Executive’s execution of this Agreement and compliance with its terms and conditions, and (b) Executive’s execution on or within twenty-one (21) days following the Tender Date and non-revocation thereof of the Waiver and Release of Claims set forth in Exhibit A (the “Release”, and the first date on which the Release is executed and delivered with all periods for revocation thereof expired the “Release Effective Date”), Executive will be entitled to receive the severance benefits described in this Section 2 (subject to the terms and conditions set forth in this Agreement).
(a) The Company will pay to Executive severance pay (“Cash Severance”) in the total amount of $1,195,000.00, less all required tax withholdings and other authorized deductions, on the 60th day after the Effective Date. The Cash Severance provided for in this Section 2(a) is in full satisfaction of the Company’s obligations under Sections 3(b), 4(b), 5 and 6(b) of the CIC Agreement.
(b) Effective as of the close of business on the Release Effective Date, the following restricted shares granted to Executive will be deemed fully vested and any restrictions on such restricted shares will fully lapse and will be settled in accordance with the provisions of the Company’s 2013 Equity Incentive Plan and the applicable award agreement.
(i) The restricted shares granted to Executive on March 2, 2016 and designated the 2015 Annual Long-Term Incentive Award, of which 2,288 shares are unvested as of the Termination Date;
(ii) The restricted shares granted to Executive on March 2, 2016 and designated the 2015 Long-Term Incentive Award, of which 1,326 shares are unvested as of the Termination Date;
(iii) The restricted shares granted to Executive on March 5, 2015 and designated the 2014 Annual Long-Term Incentive Award, of which 2,014 shares are unvested as of the Termination Date;
(iv) The restricted shares granted to Executive on March 5, 2015 and designated the 2014 Long-Term Incentive Award, of which 979 shares are unvested as of the Termination Date;
(v) The restricted shares granted to Executive on March 6, 2014 and designated the 2013 Annual Long-Term Incentive Award, of which 930 shares are unvested as of the Termination Date.
(c) All other restricted shares and bonus stock granted to Executive pursuant to the 2013 Equity Incentive Plan or the 2004 Equity Incentive Plan, as amended, that were outstanding and unvested as of the Termination Da...
Separation Pay and Benefits. In full consideration of EMPLOYEE signing, returning, and not revoking this Agreement within the time periods specified below in Section 21, CUBIC will provide EMPLOYEE with the following separation benefits to which employee is not otherwise entitled:
Separation Pay and Benefits. In addition to the benefits set forth in paragraph 9(a) of the Employment Agreement, Company hereby extends the following payments and benefits to Executive in exchange for Executive’s execution of the Releases set forth in Paragraphs 5 and 6 below. The parties agree that Executive must execute this Agreement on or before June 30, 2018, and prior to receiving the payments and benefits set forth in Paragraphs 3(a) through 3(e) below (which payments and benefits shall be paid and/or provided, as applicable, only once the seven-day revocation period following Executive’s execution of this Agreement has expired, within the timeframes set forth below):
(a) Lannett shall pay Executive a gross payment of Six Hundred and Forty Seven Thousand Five Hundred Dollars and Zero Cents ($647,500.00) (the “Severance Payment”), which is equivalent to twenty one (21) months of his final annual base salary (i.e. $370,000.00), net of applicable payroll deductions. Pursuant to Section 409A of the Internal Revenue Code of 1986 (“Section 409A”) and pursuant to the Employment Agreement, the Severance Payment shall be paid in equal monthly installments over a twelve (12) month period commencing on the ninetieth (90th) day following the Termination Date—i.e. on September 28, 2018—with the installments otherwise due on or before January 1, 2019 to be paid on January 1, 2019, and all remaining installments to be paid in equal monthly amounts prior to August 30, 2019 (the schedule of monthly payments due hereunder is attached as Exhibit “A”). Executive understands that Form(s) W-2 will be issued to him for the Severance Payment received under this Paragraph 3(a);
(b) Should Executive elect continuation coverage for medical, dental and/or vision coverage, as applicable, pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”), Company shall fund any premiums for COBRA coverage for the eighteen (18) month period following the Termination Date;
(c) All outstanding Company stock options and restricted stock awards awarded to Executive prior to the Termination Date will be one hundred percent (100%) vested as of the Termination Date, provided that all other terms and conditions with respect to such stock options, including the requirement to exercise any outstanding options within a 90 day period after the termination of employment, shall remain in full force and effect;
(d) Company agrees to pay Executive an annual cash bonus for the current fiscal year in the amount...
Separation Pay and Benefits. In consideration for signing this Separation Agreement and in exchange for the promises, covenants and waivers set forth herein, provided Executive has not revoked this Separation Agreement as set forth below and all post-employment obligations under this Separation Agreement, and further provided that Executive executes and does not revoke a release agreement in substantially the same form contained in Sections 3-4 of this Separation Agreement which will be prepared by the Company (the “Release Agreement at Separation”) and provided to Executive on or around the Separation Date, the following provisions shall apply.
Separation Pay and Benefits. Upon the following circumstance you will be offered the separation pay and benefits described in, and subject to the terms and conditions of, the Separation Agreement and General Release (“Separation Agreement”), expressly incorporated herein as Attachment A: (i) you remain actively employed by CTS as Chairman through the Expiration Date of this Agreement; (ii) your employment is involuntary terminated by CTS without “Cause,” as defined below, prior to the Expiration Date of this Agreement; OR (iii) you voluntary resign your employment with CTS for “Good Reason,” prior to the Expiration Date of this Agreement. The parties agree that your termination under the circumstances described in the preceding sentence will constitute a “Covered Termination” for purposes of the 2014 Award.
