Common use of Separation Payment by Company Clause in Contracts

Separation Payment by Company. In consideration of Former Employee’s promises and covenants contained in this Agreement: (a) The Company agrees to pay Former Employee the gross sum of Four Hundred Eighty One Thousand Two Hundred Fifty and 00/100 dollars ($481,250.00), less all applicable withholdings and deductions, which amount represents a severance benefit in the amount of twenty one (21) months’ base salary. Former Employee acknowledges and agrees he has received payment for all unused, accrued vacation pay, as well as all salary to which he was entitled through the Date of Termination, less all applicable withholdings and deductions. (b) Former Employee shall be entitled to receive the amount of Twelve Thousand and 00/100 dollars ($12,000.00), payable directly to Former Employee, for executive outplacement services. (c) Former Employee shall be entitled to receive continuing group health insurance coverage pursuant to COBRA and, should Former Employee elect to continue group health insurance coverage pursuant to COBRA, the Company will, following the Effective Date, commencing January 1, 2009, pay the premiums for such continuation coverage for a period of fifteen (15) months. (d) In addition to the Company’s payment of premiums for group health insurance coverage pursuant to COBRA, if elected by Former Employee, described in Section 1(c) above, the Company shall pay to Former Employee the amount of $4,865.40, as reimbursement or payment of an additional six (6) months of medical benefits. (e) Former Employee acknowledges and agrees that (i) the amounts set forth above represent additional payments to Former Employee, over and above all compensation (including salary, wages, bonuses, or benefits) to which Former Employee would otherwise be entitled due to Former Employee’s employment with the Company and but for Former Employee’s execution of this Agreement, Former Employee would not otherwise be entitled to such payments; and (ii) the payments set forth in Sections 1(a), 1(b), 1(c) and 1(d) represent the total consideration due to Former Employee from the Company under this Agreement. (f) The Company will, within three (3) business days after the Effective Date (as hereinafter defined), pay to Former Employee the aggregate amount of the payments set forth in Sections 1(a), 1(b) and 1(d), by delivering a check to Former Employee or his representative at the offices of Xxxx, Xxxx & Xxxxx LLP, 0000 Xxxxxx Xxxxxxxx Xxxx, Xxxxx 000, Xxx Xxxxx, Xxxxxxxxxx 00000. (g) In the event that the Company does not make the payment required under Section 1(f) herein, Former Employee may (but is not required to), within ten (10) business days after the Effective Date, declare this Agreement (including but not limited to the release set forth in Section 2) void by giving notice of such election to counsel for the Company. If the Company tenders payment pursuant to Section 1(f) but there is a good-faith disagreement between the Parties regarding the calculation of applicable withholdings and deductions, Former Employee shall not have the right or ability under this Section 1(g) to declare this Agreement void.

Separation Payment by Company. In consideration of Former Employee’s promises and covenants contained in this Agreement: (a) The Company agrees to pay Former Employee the gross sum of Four Hundred Eighty One Thousand Two Hundred Fifty fifty-six thousand two hundred fifty and 00/100 zero/100 dollars ($481,250.0056,250.00), less all applicable withholdings and deductions, which amount represents a severance benefit in the amount of twenty one three (213) months’ base salary. Twenty-eight thousand one hundred twenty-five and zero/100 dollars ($28,125.00) of such severance benefit will be paid by the Company to Former Employee within ten (10) business days after the Effective Date (as hereinafter defined) and the balance of the severance benefit will be paid by the Company to Former Employee on a bi-weekly basis over the three (3) month period following the Effective Date, with the first such payment to be processed with the next regularly scheduled Company payroll after the Effective Date. Former Employee acknowledges and agrees he has received payment for all unused, accrued vacation pay, as well as all salary to which he was entitled through the Date of Termination, less all applicable withholdings and deductions. (b) Former Employee shall be entitled to receive the amount of Twelve Thousand and 00/100 dollars ($12,000.00), payable directly to Former Employee, for executive outplacement services. (c) Former Employee shall be entitled to receive continuing group health insurance coverage pursuant to COBRA and, should Former Employee elect to continue group health insurance coverage pursuant to COBRA, the Company will, following the Effective Date, commencing January 1, 2009, pay the premiums for such continuation coverage for a period of fifteen three (153) monthsmonths in the amount of one thousand nine hundred three and sixty-three/100 dollars ($1,903.63) per month for a total of five thousand seven hundred one and eighty-nine/100 dollars ($5,701.89). (d) In addition to the Company’s payment of premiums for group health insurance coverage pursuant to COBRA, if elected by Former Employee, described in Section 1(c) above, the Company shall pay to Former Employee the amount of $4,865.40, as reimbursement or payment of an additional six (6) months of medical benefits. (ec) Former Employee acknowledges and agrees that (i) the amounts set forth above represent additional payments to Former Employee, over and above all compensation (including salary, wages, bonuses, or benefits) to which Former Employee would otherwise be entitled due to Former Employee’s employment with the Company and but for Former Employee’s execution of this Agreement, Former Employee would not otherwise be entitled to such payments; and (ii) the payments set forth in Sections 1(a), 1(b), 1(c) and 1(d1(b) represent the total consideration due to Former Employee from the Company under this Agreement. (f) The Company will, within three (3) business days after the Effective Date (as hereinafter defined), pay to Former Employee the aggregate amount of the payments set forth in Sections 1(a), 1(b) and 1(d), by delivering a check to Former Employee or his representative at the offices of Xxxx, Xxxx & Xxxxx LLP, 0000 Xxxxxx Xxxxxxxx Xxxx, Xxxxx 000, Xxx Xxxxx, Xxxxxxxxxx 00000. (g) In the event that the Company does not make the payment required under Section 1(f) herein, Former Employee may (but is not required to), within ten (10) business days after the Effective Date, declare this Agreement (including but not limited to the release set forth in Section 2) void by giving notice of such election to counsel for the Company. If the Company tenders payment pursuant to Section 1(f) but there is a good-faith disagreement between the Parties regarding the calculation of applicable withholdings and deductions, Former Employee shall not have the right or ability under this Section 1(g) to declare this Agreement void.

Separation Payment by Company. In consideration of the mutual covenants set forth in this Agreement, the releases given by Former Employee and the return of materials by Former Employee, the parties agree as follows: a. Company will, within ten days following the Effective Date of this Agreement, pay to Former Employee the sum, less usual deductions, representing separation pay of one-half the amount payable for Former Employee’s promises and covenants contained in this Agreement: (a) salary through June 30, 2008. The Company agrees to balance of separation pay Former Employee shall be paid on a bi-weekly basis through the gross sum of Four Hundred Eighty One Thousand Two Hundred Fifty and 00/100 dollars ($481,250.00)remaining severance period ending June 30, less all applicable withholdings and deductions, which amount represents a severance benefit in the amount of twenty one (21) months’ base salary2008. Former Employee acknowledges and agrees he has received payment for all unused, unused accrued vacation pay, pay as well as all salary to which he was entitled through the Effective Date of Terminationthis Agreement, less all applicable withholdings and usual deductions. (b) Former Employee shall be entitled to receive the amount of Twelve Thousand and 00/100 dollars ($12,000.00), payable directly to Former Employee, for executive outplacement services. (c) b. Former Employee shall be entitled to receive continuing group health insurance coverage pursuant to COBRA and, should Former Employee elect to continue group health insurance coverage pursuant to COBRA, the and Company will, following the Effective Date, commencing January 1, 2009, will pay the next twelve (12) months premiums for such continuation coverage for a period in the amount of fifteen Four Hundred Seventy Four Dollars and 61/100 (15$474.61) months. (d) per month. In addition the event Former Employee finds employment following the Effective Date of this Agreement after which Former Employee no longer requires COBRA continuation coverage, Company agrees to pay the Company’s payment balance of premiums for group health insurance any such unused continuation coverage pursuant to COBRA, if elected by Former Employee, described in Section 1(c) above, the Company shall pay to Former Employee as additional separation pay. c. Former Employee shall be entitled to receive up to twelve (12) months of outplacement services commencing from the Effective Date at a cash value not to exceed Fifteen Thousand Dollars ($15,000.00) to be paid by Company. Former Employee may elect to waive outplacement services and receive payment in the amount of Fifteen Thousand Dollars ($4,865.4015,000.00), less usual deductions, as reimbursement additional separation pay in lieu of outplacement services. This election must be made on or payment before the Effective Date of an additional six (6) months of medical benefits. (e) Former Employee acknowledges and agrees that (i) the amounts set forth above represent additional payments to Former Employee, over and above all compensation (including salary, wages, bonuses, or benefits) to which Former Employee would otherwise be entitled due to Former Employee’s employment with the Company and but for Former Employee’s execution of this Agreement, Former Employee would not otherwise be entitled to such payments; and (ii) the payments set forth in Sections 1(a), 1(b), 1(c) and 1(d) represent the total consideration due to Former Employee from the Company under this Agreement. (f) The Company will, within three (3) business days after the Effective Date (as hereinafter defined), pay to Former Employee the aggregate amount of the payments set forth in Sections 1(a), 1(b) and 1(d), by delivering a check to Former Employee or his representative at the offices of Xxxx, Xxxx & Xxxxx LLP, 0000 Xxxxxx Xxxxxxxx Xxxx, Xxxxx 000, Xxx Xxxxx, Xxxxxxxxxx 00000. (g) In the event that the Company does not make the payment required under Section 1(f) herein, Former Employee may (but is not required to), within ten (10) business days after the Effective Date, declare this Agreement (including but not limited to the release set forth in Section 2) void by giving notice of such election to counsel for the Company. If the Company tenders payment pursuant to Section 1(f) but there is a good-faith disagreement between the Parties regarding the calculation of applicable withholdings and deductions, d. Former Employee shall not have be entitled, subject to prior approval of the right or ability under this Section 1(g) Board of Directors, to declare this Agreement voida net exercise of all Company stock options held by Former Employee.

Separation Payment by Company. In consideration of Former Employee’s promises and covenants contained in this Agreement: (a) The Company agrees to pay Former Employee the gross sum of Four Three Hundred Eighty One Twenty Five Thousand Two Hundred Fifty and 00/100 dollars ($481,250.00325,000.00), less all applicable withholdings and deductions, which amount represents a severance benefit in the amount of twenty one (211) months’ year’s base salary. Except as set forth below, Two Hundred Sixteen Thousand Six Hundred Sixty Six and 67/100 dollars ($216,666.67) of such severance benefit will be paid by the Company to Former Employee within ten (10) business days after the Effective Date (as hereinafter defined) and the balance of the severance benefit will be paid by the Company to Former Employee on a bi-weekly basis over the period from the Effective Date until December 31, 2009 with the first such payment to be processed with the next regularly scheduled Company payroll after the Effective Date. Notwithstanding the foregoing, no amount of the severance benefit shall be due to Former Employee unless and until Former Employee has complied with Section 4(b) hereof. Former Employee acknowledges and agrees he has received payment for all unused, accrued vacation pay, as well as all salary to which he was entitled through the Date of Termination, less all applicable withholdings and deductions. (b) Former Employee shall be entitled to receive the amount of Twelve Thousand and 00/100 dollars ($12,000.00), payable directly to Former Employee, for executive outplacement services. (c) Former Employee shall be entitled to receive continuing group health insurance coverage pursuant to COBRA and, should Former Employee elect to continue group health insurance coverage pursuant to COBRA, the Company will, following the Effective Date, commencing January 1, 2009, pay the premiums for such continuation coverage for a period of fifteen (15) months. (d) In addition to the Company’s payment of premiums for group health insurance coverage pursuant to COBRA, if elected by Former Employee, described in Section 1(c) above, the Company shall pay to Former Employee the amount of $4,865.40, as reimbursement or payment of an additional six (6) months of medical benefits. (e) Former Employee acknowledges and agrees that (i) the amounts set forth above represent additional payments to Former Employee, over and above all compensation (including salary, wages, bonuses, or benefits) to which Former Employee would otherwise be entitled due to Former Employee’s employment with the Company and but for Former Employee’s execution of this Agreement, Former Employee would not otherwise be entitled to such payments; and (ii) the payments set forth in Sections Section 1(a), 1(b), 1(c) and 1(d) represent the total consideration due to Former Employee from the Company under this Agreement. (f) The Company will, within three (3) business days after the Effective Date (as hereinafter defined), pay to Former Employee the aggregate amount of the payments set forth in Sections 1(a), 1(b) and 1(d), by delivering a check to Former Employee or his representative at the offices of Xxxx, Xxxx & Xxxxx LLP, 0000 Xxxxxx Xxxxxxxx Xxxx, Xxxxx 000, Xxx Xxxxx, Xxxxxxxxxx 00000. (g) In the event that the Company does not make the payment required under Section 1(f) herein, Former Employee may (but is not required to), within ten (10) business days after the Effective Date, declare this Agreement (including but not limited to the release set forth in Section 2) void by giving notice of such election to counsel for the Company. If the Company tenders payment pursuant to Section 1(f) but there is a good-faith disagreement between the Parties regarding the calculation of applicable withholdings and deductions, Former Employee shall not have the right or ability under this Section 1(g) to declare this Agreement void.