Separation Payment and Benefits. (a) Provided that Executive (i) executes this Agreement and returns it to Xxxxx Xxxx, Corporate Attorney, at 00000 Xxxx Xxx, Xxxxx 000, Xxxxxxx, Xxxxx, 00000, so that it is received by Xx. Xxxx no later than May 1, 2018; (ii) provides the assistance and services described in Section 1 above; (iii) timely executes and returns the Confirming Release as set forth in Section 7 below (and does not exercise his revocation right described in the Confirming Release); and (iv) abides by each of Executive’s commitments set forth herein, then:
(i) The Company will provide Executive with a total severance payment equal to $515,000, less applicable taxes and withholdings (the “Separation Payment”). The Separation Payment will be paid in a single lump sum on the Company’s first regularly scheduled payroll date that is on or after the date that is 30 days after the Resignation Date (the “Separation Payment Date”);
(ii) The Company will provide Executive with an additional payment equal to the product of (A) $515,000 multiplied by (B) a fraction, the numerator of which is the number of days that have elapsed from January 1, 2018 through the Resignation Date and the denominator of which is 365, less applicable taxes and withholdings (the “STIP Payment”), which STIP Payment represents a prorated portion of the target amount of Executive’s 2018 short-term incentive program bonus. The STIP Payment will be paid in a single lump sum on the Separation Payment Date; and
(iii) Effective as of the Resignation Date, Parent will cause a number of the outstanding equity-based awards in Parent and held by Executive (collectively, the “Awards”) to vest and become nonforfeitable in the following amounts: (A) 62,893 of the restricted stock units granted to Executive on November 9, 2017; (B) 46,649 of the restricted stock units granted to Executive on March 26, 2018; and (C) 46,649 of the performance share units granted to Executive on March 26, 2018 (representing approximately one-third of the target number of performance share units originally granted pursuant to such Award) (the restricted stock units and performance share units described in the foregoing clauses (A)–(C), collectively, the “Accelerated Awards”). The Accelerated Awards shall become fully vested and nonforfeitable as of the Resignation Date, and, on or before the Separation Payment Date, Parent shall deliver to Executive a number of shares of Parent’s Class A common stock, par value $0.0001 per share (“Stock”), equal to t...
Separation Payment and Benefits. Company agrees to provide Executive with separation payment and benefits and described as follows:
Separation Payment and Benefits. Subject to your compliance with the terms and conditions of this Release Agreement, and provided that you do not revoke your consent to this Release Agreement as permitted by paragraph 14 of this Release Agreement, the Company shall, in accordance with the terms of Section 4 of the Key Employee Retention Agreement effective as of _________ (the "Key Employee Retention Agreement"): (a) pay, or cause to be paid, to you a separation payment of $_________ (______Dollars), less all amounts required to be withheld by law, including, but not limited to, any applicable federal, state or local taxes within five (5) business days of the Effective Date (as defined in paragraph 14 of this Release Agreement); and (b) if you timely elect COBRA health insurance continuation coverage, reimburse you for COBRA premiums for up to _______ (___) months following the date of termination.
Separation Payment and Benefits. Without admission of any liability, fact or claim, the Company hereby agrees, subject to Executive signing and delivering to the Company this Agreement, this Agreement becoming no longer subject to revocation as provided in Section 6(c)(iii), and Executive’s continued performance of his obligations under the Confidentiality Agreement to provide Executive the benefits set forth below. Specifically, the Company and Executive agree as follows:
Separation Payment and Benefits. Provided that you sign and return this Agreement within sixty (60) days following the Separation Date, you will receive the following:
(a) the Annual Bonus for the year ending December 31, 2018 multiplied by 264/365, to be paid in cash and/or fully vested shares of the Company’s common stock (as determined by the Company in its sole discretion) at the same time as if the Separation had not occurred;
(b) continuation of the Base Salary as of the Separation Date for nine months following the Separation Date, with all portion of such Base Salary to be paid in cash in equal installments in accordance with the Company’s normal payroll policies, with the first such payment to be made on the 60th day following the Separation Date and to include a catch-up covering any payroll dates between the Separation Date and the date of the first payment;
(c) the COBRA Benefit for a period of 12 months following the Separation Date; provided, however, that notwithstanding the foregoing, the COBRA Benefit shall not be provided to the extent that it would result in any fine, penalty or tax on the Company or any of its Affiliates (under Section 105(h) of the Code or the Patient Protection and Affordable Care Act of 2010, or otherwise); provided further, that the COBRA Benefit shall cease earlier if you (or your dependents) become eligible for health coverage under the health plan of another employer; and
(d) the Option Grants (as defined below) shall continue to be governed by the terms of the Company’s 2015 Equity Incentive Plan (as the same may be amended from time to time, the “Plan”) and the applicable Option Agreement (as defined below), provided that, notwithstanding anything to the contrary in such Option Agreement or the Plan, and subject to your satisfactory compliance (as determined by the Company in its reasonable judgment) with this Agreement and any other contractual or other obligations you may have to the Company or any of its affiliates, (i) any unvested portion of each Option Grant shall continue to vest and (ii) any options that have vested as of the Separation Date or subsequently vest pursuant to the foregoing clause (i) will continue to be exercisable, in each case, in accordance with the terms of the applicable Option Agreement as though your employment with the Company had not been terminated; provided, that, for the avoidance of doubt, no Option Grant will be exercisable after the expiration date set forth in the applicable Option Agreement.
Separation Payment and Benefits. If Employee signs this Agreement by September 8, 2021, and the Revocation Period specified in Section 12 below expires without revocation, the Company agrees to provide the pay and benefits specified in this Section 2:
Separation Payment and Benefits. Employee will be paid a separation payment equal to Employee’s annual base salary, as then in effect, in a lump sum. Separation payments will be made within fifteen (15) days following the date on which the employee’s Separation Agreement and Release becomes effective and irrevocable.
Separation Payment and Benefits. (a) As good and valuable consideration for the Employee’s execution, delivery and non-revocation of this Agreement and the Reaffirmation (defined below), the Employer shall, subject to the effectiveness of this Agreement and the Reaffirmation, pay to the Employee the amount of Two Million One Hundred Seventy-Five Thousand Dollars ($2,175,000), less legally required payroll deductions, which amount shall be paid within ten (10) business days following execution and effectiveness of the Agreement and of the Reaffirmation and subject to the terms contained herein and therein.
Separation Payment and Benefits. (a) In consideration of your execution and compliance with the terms and conditions of this Agreement, and provided that this Agreement becomes effective in accordance with its terms, the Company shall:
(i) Pay, or cause to be paid, to you regular biweekly payments in an amount equal to your current biweekly salary through December 15, 2014, in accordance with ASTV’s normal payroll schedule, less all amounts required or authorized to be withheld by law, including all applicable federal, state, and local withholding taxes; unless you obtain employment elsewhere prior to that date, in which case payments from ASTV shall cease;
(ii) Continue your participation in the Company’s health program through January 30, 2015, unless you become eligible for benefits under another plan. Premiums for your personal coverage through January 30, 2015, will be treated as during the normal tenure of your employment; and
(iii) Release you from your covenant not to compete and not to solicit, as set forth in Section 4(b) of your Employment Agreement; provided, however, that you are not released from any or all of your confidentiality obligations thereunder.
(iv) Vest you in, and promptly issue to you, those shares that would have vested upon the first anniversary of your employment pursuant to your Employment Agreement.
Separation Payment and Benefits. Eight days after the Effective Date, if Employee has not revoked this agreement in accordance with Section 7 below, Employer shall pay Employee a lump sum payment in the amount of $610,000 (Severance Payment) less standard withholding and deductions in accordance with NSHE standards, rules and procedures. Employee’s group health insurance for herself and her family shall remain in effect, through April 30, 2022. Thereafter, Employee’s health insurance coverage may be continued, at her expense, in accordance with applicable law and policies governing the State of Nevada Public Employee’s Benefit Plan. Any accrued vacation or vacation pay, if any, shall be forfeited in consideration for the Severance Payment. Employee shall not be entitled to any additional payments or consideration for housing allowance, host account, automobile allowance and or any other perquisites, payments, or other consideration of any kind or nature, past present or future, no matter when accrued.
