Common use of Separation Payment and Benefits Clause in Contracts

Separation Payment and Benefits. Provided that Executive (i) executes this Agreement and returns it to the Company, care of Xxxx Xxx, Senior Vice President, General Counsel & Corporate Secretary at 0000 X. Xxxx Xxxxx, Xxxxx 0000, Xxxxxxx, XX 00000 (or via e-mail at XXxx@xxxxxxxxxxxx.xxx) so that it is received by Mr. Law on or before January 31, 2021; (ii) does not exercise her revocation right as described in Section 7 below; and (iii) abides by each of Executive’s commitments set forth herein, then: (a) The Company will provide or cause to be provided to Executive with a total severance payment equal to $3,225,000, less applicable taxes and withholdings (the “Separation Payment”), which Separation Payment will be paid in a lump sum on the date that is 60 days after Separation Date; (b) The Company will provide or cause to be provided to Executive a pro rata bonus payment for 2021, if any, to which Executive is entitled pursuant to the terms of Section 7.1(b)(A) of the Employment Agreement, which payment, if any, will be paid at the time set forth in Section 7.1(b)(A) of the Employment Agreement; (c) Select will cause 70,250 restricted shares granted to Executive that would have become vested had Executive remained continuously employed by the Company through US 7608994​ ​ January 19, 2021 to become vested and nonforfeitable, with such vesting deemed to have occurred as of the Separation Date; and (d) During the portion, if any, of the eighteen (18)-month period following the Separation Date (the “Reimbursement Period”) that Executive elects to continue coverage for Executive and her spouse and eligible dependents, if any, under the Company’s group health plans pursuant to Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), the Company shall promptly reimburse or cause to be reimbursed to Executive on a monthly basis for the difference between the amount Executive pays to effect and continue such coverage and the employee contribution amount that active senior executive employees of the Company pay for the same or similar coverage under such group health plans (the “COBRA Benefit”). Notwithstanding the foregoing, if the provision of the benefit described in this clause cannot be provided in the manner described without penalty, tax or other adverse impact on the Company, then the Company and Executive shall negotiate in good faith to determine an alternative manner in which the Company may provide a substantially equivalent benefit to Executive without such an adverse impact on the Company. Executive acknowledges and agrees that the payments and benefits referenced in this Section 2 represent the entirety of the separation pay and benefits that she is eligible to receive from any Company Party and that the consideration set forth in this Section 2 represents additional severance consideration beyond that to which she was entitled to receive pursuant to the Employment Agreement.

Separation Payment and Benefits. Provided that Executive (i) executes 2.01 Commencing on the later of the Effective Date of the Merger, approval of this Agreement by the Office of the Comptroller of the Currency and returns it the Federal Deposit Insurance Corporation, if necessary, or the 8th day after receipt of a fully signed and dated copy of this Agreement from Employee ("Effective Date"), the Company or the Corporation (depending upon the Effective Date), agree to provide the Company, care of Xxxx Xxx, Senior Vice President, General Counsel & Corporate Secretary at 0000 X. Xxxx Xxxxx, Xxxxx 0000, Xxxxxxx, XX 00000 following payments and benefits (or via e-mail at XXxx@xxxxxxxxxxxx.xxx"Separation Benefits") so that it is received by Mr. Law on or before January 31, 2021; (ii) does not exercise her revocation right as described in Section 7 below; and (iii) abides by each of Executive’s commitments set forth herein, thenless applicable taxes: (a) The Company will provide or cause to be provided to Executive with a total severance A payment equal to $3,225,000two (2) times Employee's salary, less applicable taxes at the time of termination and withholdings two (2) times the “Separation Payment”), which Separation Payment will be paid in a lump sum on Employee's average bonus for the date that is 60 days after Separation Date;last two years. (b) A payment for all accrued and unused vacation days for the year 2004. The Company shall use commercially reasonable efforts to obtain approvals of this Agreement by the Office of the Comptroller of the Currency and the Federal Deposit Insurance Corporation, if necessary. 2.02 Employee acknowledges that the Separation Benefit referenced in Paragraph 2.01 of this Agreement constitute consideration over and above anything of value to which Employee was already entitled. 2.03 Notwithstanding anything above in this Section 2, if the Employee is a "disqualified individual" (as defined in Section 280G(c) of the Internal Revenue Code ("Code")), and the severance benefit provided for in Section 2, together with any other payments which the Employee has the right to receive which constitute a "parachute payment" (as defined in Section 280G(b)(2) of the Code), the severance benefit shall be reduced. The reduction shall be in an amount so that the present value of the total amount received by the Employee from the Company will provide or cause be reduced to the maximum amount such that no portion of the amount received by the Employee shall be provided subject to Executive a pro rata bonus payment for 2021the excise tax imposed by Section 4999 of the Code. 2.04 Nothing herein shall affect Employee's vested rights, if any, to which Executive is entitled pursuant to Company's 401(k) Plan, pension plan or any other employee benefit plan, including COBRA continuation coverage. Notwithstanding Employee receiving any payments under the terms of Section 7.1(b)(A) this Agreement on the date of Employee's separation, all future accrual and vesting, for purposes of the Employment AgreementCompany's 401(k) Plan and retirement plan, which paymentand other such plans, if any, will be paid at the time set forth in Section 7.1(b)(A) shall cease on Employee's last day of the Employment Agreement; (c) Select will cause 70,250 restricted shares granted to Executive that would have become vested had Executive remained continuously employed by the Company through US 7608994​ ​ January 19, 2021 to become vested and nonforfeitable, with such vesting deemed to have occurred as of the Separation Date; and (d) During the portion, if any, of the eighteen (18)-month period following the Separation Date (the “Reimbursement Period”) that Executive elects to continue coverage for Executive and her spouse and eligible dependents, if any, under the Company’s group health plans pursuant to Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), the Company shall promptly reimburse or cause to be reimbursed to Executive on a monthly basis for the difference between the amount Executive pays to effect and continue such coverage and the employee contribution amount that active senior executive employees of the Company pay for the same or similar coverage under such group health plans (the “COBRA Benefit”). Notwithstanding the foregoing, if the provision of the benefit described in this clause cannot be provided in the manner described without penalty, tax or other adverse impact on the Company, then the Company and Executive shall negotiate in good faith to determine an alternative manner in which the Company may provide a substantially equivalent benefit to Executive without such an adverse impact on the Company. Executive acknowledges and agrees that the payments and benefits referenced in this Section 2 represent the entirety of the separation pay and benefits that she is eligible to receive from any Company Party and that the consideration set forth in this Section 2 represents additional severance consideration beyond that to which she was entitled to receive pursuant to the Employment Agreementemployment.

Separation Payment and Benefits. Provided that Executive (i) executes In exchange for the mutual covenants set forth in this Agreement, as soon as practical after Company’s receipt of a signed original counterpart of this Agreement (the “Effective Date”) and returns it to after the Companytenth (10th) day following Your execution of this Agreement, care so long as You do not revoke the release of Xxxx Xxx, Senior Vice President, General Counsel & Corporate Secretary at 0000 X. Xxxx Xxxxx, Xxxxx 0000, Xxxxxxx, XX 00000 (or via e-mail at XXxx@xxxxxxxxxxxx.xxx) so that it is received by Mr. Law on or before January 31, 2021; (ii) does not exercise her revocation right as described claims contained in Section 7 below; and (iii) abides by each of Executive’s commitments set forth herein6 hereof, thenAIR shall: (a) The Company will provide or cause to be provided to Executive Provide You with a total severance payment separation pay equal to $3,225,000, less applicable taxes and withholdings (the “Separation Payment”), which Separation Payment will be paid plus the ADEA Amount in a one lump sum payment on the Company’s next regularly scheduled payroll date that is 60 days falls after Separation Date;such tenth (10th) day. Subject to the timing restrictions above, payment may be made in accordance with the Company’s ordinary payroll practices at the conclusion of regularly scheduled pay periods. (b) The Company Additionally, regardless of whether You sign this Agreement or revoke the release of claims: (i) If You are covered by the Company’s medical and/or dental insurance plans on the Separation Date, these benefits will provide or cause to be provided to Executive a pro rata bonus payment for 2021, if any, to which Executive is entitled pursuant to continue through the terms of Section 7.1(b)(A) end of the Employment Agreement, which payment, if any, will be paid at the time set forth in Section 7.1(b)(A) of the Employment Agreement; (c) Select will cause 70,250 restricted shares granted to Executive that would have become vested had Executive remained continuously employed by the Company through US 7608994​ ​ January 19, 2021 to become vested and nonforfeitable, with such vesting deemed to have occurred as month of the Separation Date; and (d) During . You will have the portion, if any, right to continue Your medical insurance thereafter pursuant to the provisions of the eighteen (18)-month period following the Separation Date (the “Reimbursement Period”) that Executive elects to continue coverage for Executive and her spouse and eligible dependents, if any, under the Company’s group health plans pursuant to Consolidated Omnibus Budget Reconciliation Act of 1985, as amended 1985 (“COBRA”). The COBRA qualifying event shall be deemed to have occurred on the Separation Date. If this Agreement is not signed or does not become effective, following the Company shall promptly reimburse or cause to be reimbursed to Executive on a monthly basis for the difference between the amount Executive pays to effect and continue such coverage and the employee contribution amount that active senior executive employees end of the Company pay for the same or similar coverage under such group health plans (the “COBRA Benefit”). Notwithstanding the foregoing, if the provision month of the benefit described in this clause cannot Separation Date, You shall be provided in required to pay the manner described without penalty, tax or other adverse impact on the Company, then the Company full COBRA premium rate. You acknowledge and Executive shall negotiate in good faith to determine an alternative manner in which the Company may provide a substantially equivalent benefit to Executive without such an adverse impact on the Company. Executive acknowledges and agrees agree that the payments and benefits referenced in this Section 2 represent the entirety of the separation pay and benefits that she provided under this Section 3(a) of this Agreement is eligible not otherwise due or owing to receive from You under any employment agreement (oral or written) with any of the AIR Parties or Company Party policy or practice, and that the foregoing separation pay to be provided to You is not intended to, and shall not constitute, a severance plan, and shall confer no benefit on anyone other than the parties hereto. You further acknowledge that except for (i) the specific financial consideration set forth in this Section 2 represents additional severance consideration beyond that Agreement, and (ii) any accrued but unused vacation time as of the Separation Date, which will be paid to which she was You promptly, You are not entitled to receive pursuant to any additional consideration from the Employment AgreementCompany or any of the AIR Parties.

Separation Payment and Benefits. Provided that Executive (i) executes you sign and return this Agreement and returns it to within sixty (60) days following the CompanySeparation Date, care of Xxxx Xxx, Senior Vice President, General Counsel & Corporate Secretary at 0000 X. Xxxx Xxxxx, Xxxxx 0000, Xxxxxxx, XX 00000 (or via e-mail at XXxx@xxxxxxxxxxxx.xxx) so that it is received by Mr. Law on or before January 31, 2021; (ii) does not exercise her revocation right as described in Section 7 below; and (iii) abides by each of Executive’s commitments set forth herein, thenyou will receive the following: (a) The Company will provide or cause the Annual Bonus for the year ending December 31, 2018 multiplied by 264/365, to be provided to Executive with a total severance payment equal to $3,225,000, less applicable taxes and withholdings (the “Separation Payment”), which Separation Payment will be paid in a lump sum on cash and/or fully vested shares of the date that is 60 days after Company’s common stock (as determined by the Company in its sole discretion) at the same time as if the Separation Datehad not occurred; (b) The Company will provide or cause 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 provided paid in cash in equal installments in accordance with the Company’s normal payroll policies, with the first such payment to Executive be made on the 60th day following the Separation Date and to include a pro rata bonus payment for 2021, if any, to which Executive is entitled pursuant to catch-up covering any payroll dates between the terms of Section 7.1(b)(A) Separation Date and the date of the Employment Agreement, which first payment, if any, will be paid at the time set forth in Section 7.1(b)(A) of the Employment Agreement; (c) Select will cause 70,250 restricted shares granted to Executive that would have become vested had Executive remained continuously employed by the Company through US 7608994​ ​ January 19, 2021 to become vested and nonforfeitable, with such vesting deemed to have occurred as 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) During the portion, if any, Option Grants (as defined below) shall continue to be governed by the terms of the eighteen Company’s 2015 Equity Incentive Plan (18)-month period following 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 (the “Reimbursement Period”) that Executive elects to continue coverage for Executive and her spouse and eligible dependents, if any, under the Company’s group health plans or subsequently vest pursuant to Consolidated Omnibus Budget Reconciliation Act the foregoing clause (i) will continue to be exercisable, in each case, in accordance with the terms of 1985, the applicable Option Agreement as amended (“COBRA”), though your employment with the Company shall promptly reimburse or cause to be reimbursed to Executive on a monthly basis had not been terminated; provided, that, for the difference between avoidance of doubt, no Option Grant will be exercisable after the amount Executive pays to effect and continue such coverage and the employee contribution amount that active senior executive employees of the Company pay for the same or similar coverage under such group health plans (the “COBRA Benefit”). Notwithstanding the foregoing, if the provision of the benefit described in this clause cannot be provided in the manner described without penalty, tax or other adverse impact on the Company, then the Company and Executive shall negotiate in good faith to determine an alternative manner in which the Company may provide a substantially equivalent benefit to Executive without such an adverse impact on the Company. Executive acknowledges and agrees that the payments and benefits referenced in this Section 2 represent the entirety of the separation pay and benefits that she is eligible to receive from any Company Party and that the consideration expiration date set forth in this Section 2 represents additional severance consideration beyond that to which she was entitled to receive pursuant to the Employment applicable Option Agreement.

Separation Payment and Benefits. Provided that Executive (i) Employee executes this Agreement and returns it to the Company, care of Xxxx Xxx, Senior Vice President, General Counsel & Corporate Secretary at 0000 X. Xxxx Xxxxx, Xxxxx 0000, Xxxxxxx, XX 00000 (or via e-mail at XXxx@xxxxxxxxxxxx.xxx) Company so that it is received by Mr. Law no later than the close of business on or before January 31Friday, 2021; (ii) November 16, 2012, and does not exercise her his revocation right as described in rights pursuant to Section 7 below; and (iii) abides by each of Executive’s commitments set forth herein, thenthen the Company shall: (a) The Company will provide or cause to be provided to Executive Provide Employee with a total severance lump sum payment equal to $3,225,000118,750, less applicable taxes and withholdings (the “Separation Payment”), which such Separation Payment will shall be paid in a lump sum on the date that is 60 thirty (30) days after the Separation DateDate (or the first business day thereafter if the thirtieth (30th) day is not a business day); (b) The Company will provide or cause to be provided to Executive Cause a pro rata bonus payment for 2021total of 34,564 restricted shares of the common stock of the Company, if any$0.001 par value per share (“Common Stock”) (such restricted shares, to which Executive is entitled the “Accelerated Restricted Shares”) currently held by Employee and granted pursuant to the terms of Section 7.1(b)(AEndeavour International Corporation 2010 Stock Incentive Plan (the “Plan”) (which shall include 15,238 restricted shares granted on January 4, 2010, 9,667 restricted shares granted on January 3, 2011 and 9,659 restricted shares granted on January 3, 2012) to become fully vested (such vesting of the Employment AgreementAccelerated Restricted Shares, which paymentthe “Vesting Benefit” and, if anytogether with the Separation Payment, will be paid at the time set forth in Section 7.1(b)(A) of the Employment Agreement;“Separation Benefits”); and (c) Select will cause 70,250 restricted shares granted to Executive that would have become vested had Executive remained continuously employed by the Company through US 7608994​ ​ January 19, 2021 to become vested and nonforfeitable, with such vesting deemed to have occurred as of the Separation Date; and (d) During For the portion, if any, of the eighteen (18)-month 90-day period following that follows the Separation Date (the “Reimbursement Period”) that Executive elects Employee is eligible to elect, and timely elects, to continue coverage for Executive himself and her spouse and his eligible dependents, if any, under the Company’s group health and dental plans pursuant to under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended and/or Sections 601 through 608 of the Employee Retirement Income Security Act of 1974, as amended (“COBRA”), the Company shall promptly reimburse or cause to be reimbursed to Executive on a monthly basis Employee for the difference between the amount Executive COBRA premium that Employee pays in order to effect and continue such coverage and the employee contribution amount that active senior executive employees of continuation coverage, which such reimbursement shall be paid within fifteen (15) days after Employee submits documentation to the Company pay for evidencing his monthly premium payment to effect applicable continuation coverage; provided, however, that Employee must submit such documentation within ten (10) days of his applicable premium payment; and provided further that the same or similar coverage Company’s obligations under such this Section 2(c) shall cease if Employee becomes eligible to participate in the group health plans or dental plan of another employer, including a spouse’s employer (and any such eligibility shall be promptly reported to the “COBRA Benefit”Company by Employee). Notwithstanding the foregoing, if the provision of the benefit described in this clause cannot be provided in the manner described without penalty, tax or other adverse impact on the Company, then the Company and Executive shall negotiate in good faith to determine an alternative manner in which the Company may provide a substantially equivalent benefit to Executive without such an adverse impact on the Company. Executive Employee acknowledges and agrees that it is his sole responsibility to elect and maintain COBRA coverage to be eligible for the payments and benefits benefit referenced in this Section 2 represent the entirety of the separation pay and benefits that she is eligible to receive from any Company Party and that the consideration set forth in this Section 2 represents additional severance consideration beyond that to which she was entitled to receive pursuant to the Employment Agreement2(c).