Common use of Separation Payment Clause in Contracts

Separation Payment. Subject to execution and non-revocation of this Agreement and continued compliance with all restrictive covenants to which Executive is subject, (i) Executive will receive severance payments equal to six months of his Base Salary at the time of such termination, less applicable withholding, payable over a period of six months after the date of Separation, (ii) during the six-month severance period, the Company will pay the premiums to continue Executive’s group health insurance coverage under COBRA if he is eligible for COBRA and has elected continuation coverage under the applicable rules; provided, that the Company’s COBRA obligations shall immediately cease to the extent Executive becomes eligible for benefits from a subsequent employer and (iii) Executive will continue to receive the Retention Bonus payments that would have been earned if Executive’s employment continued for an additional six months following the date of Separation, payable on the same schedule as set forth in Section 3(f) of the Employment Agreement. Severance payments under subsection (i) will be made periodically in accordance with the Company’s normal payroll schedule. The severance payments in subsections (i) through (iii) will commence on the date on which the applicable release revocation period in Section 17 has expired; provided, that if the release delivery and revocation period spans two taxable years, the severance payments shall be paid (or commence) on the first business day of such second taxable year, with the first payment including any amounts that would otherwise be due prior thereto. If Executive elects to continue COBRA coverage after the end of the six-month severance period, such continuation coverage shall be entirely at his own expense. Notwithstanding the foregoing, if, during the six-month severance period, Executive obtains insurance coverage through a new employer or Medicare, the Company shall have no further obligation to pay any portion of the premiums for continuation coverage under the Company’s group health insurance plans.

Separation Payment. Subject If the Executive incurs a “separation from service” from the Company (within the meaning of Section 409A(a)(2)(A)(i) of the Internal Revenue Code of 1986, as amended and Treasury Regulation Section 1.409A-1(h)) (a “Separation from Service”) by reason of a separation of the Executive’s employment by the Company without Cause, by the Executive for Good Reason, or upon the Death or Disability of the Executive, in addition to execution the Accrued Obligations, and non-revocation of subject to the conditions set forth in this Agreement and continued compliance with all restrictive covenants Section 7(A)(i), the Company shall pay the Executive (or to which Executive is subjectthe Executive’s heirs, (ibeneficiaries or estate, as applicable) Executive will receive severance payments in an amount equal to six months the sum of his two (2) times the Executive’s Annual Base Salary at in effect immediately prior to the time of such terminationdate the Executive separates from employment (the “Severance”), less taxes and other applicable withholdingwithholdings, payable over a period of six months after twenty-four (24) months, in twenty-four (24) equal installments. It shall be a condition to Executive’s right to receive the Severance that Executive (or the Executive’s heirs, beneficiaries, or estate, as applicable) execute and deliver to the Company an effective general release of claims in a form prescribed by the Company (the “Release”), within twenty-one (21) days (or, to the extent required by law, forty-five (45) days) following the effective date of Separationseparation of employment, and that the Executive not revoke such Release during any applicable revocation period. Upon timely execution and delivery of the Release by the Executive (iior the Executive’s heirs, beneficiaries or estate, as applicable) during to the six-month severance periodCompany, the Company will pay installment payments of the premiums to continue Executive’s group health insurance coverage under COBRA if he is eligible for COBRA and has elected continuation coverage under the applicable rules; provided, that Severance shall begin on the Company’s COBRA obligations shall immediately cease to first regular payroll date that is after the extent Executive becomes eligible for benefits from a subsequent employer and (iii) Executive will continue to receive the Retention Bonus payments that would have been earned if Executive’s employment continued for an additional six months following the date later of Separation, payable on the same schedule as set forth in Section 3(f) of the Employment Agreement. Severance payments under subsection (i) will be made periodically in accordance with the Company’s normal payroll schedule. The severance payments in subsections (i) through (iii) will commence on the date on which the Executive delivered to the Company the Release signed by the Executive (or the Executive’s heirs, beneficiaries or estate, as applicable) or the end of any applicable release revocation period (unless a longer period is required by law) and shall continue monthly thereafter (on the corresponding payroll date of each subsequent month) until the Severance is paid in Section 17 has expired; providedfull. Notwithstanding the foregoing, that if the release delivery earliest payment commencement date determined under the preceding sentence is in one taxable year of the Executive and revocation period spans two the latest possible payment commencement date is in a second taxable yearsyear of Executive, the severance payments first installment payment of the Severance shall be paid (or commence) made on the Company’s first business day of such regular payroll date that is in the second taxable year, with the first payment including any amounts year and that would otherwise be due prior thereto. If Executive elects to continue COBRA coverage is after the end of the six-month severance applicable revocation period, such continuation coverage shall be entirely at his own expense. Notwithstanding the foregoing, if, during the six-month severance period, Executive obtains insurance coverage through a new employer or Medicare, the Company shall have no further obligation to pay any portion of the premiums for continuation coverage under the Company’s group health insurance plans.

Separation Payment. Subject to execution Company shall pay Employee separation payment in the total amount of, $275,040.00, less normal payroll deductions, including income tax withholding and non-revocation of this Agreement and continued compliance with all restrictive covenants to which Executive is subjectFICA, (i“Separation Payment”). The Separation Payment shall be paid to the Employee as follows: (a) Executive will receive severance an initial payment in the amount of $148,980 shall be made on January 15, 2011; and (b) the remainder of the Separation Payment shall be paid in eleven (11) semi-monthly payments equal commencing on January 31, 2011 and ending on June 30, 2011. Company also agrees to six months of his Base Salary at the time of such termination, less applicable withholding, payable over pay Employee’s premiums for medical and dental benefits coverage under COBRA for a period of six twelve (12) months after from the date Resignation Date until July 15, 2011. Such coverage shall be included in and part of SeparationEmployee’s maximum COBRA entitlement due to this qualifying event. Employee acknowledges and agrees that Employee will continue to be responsible for Employee’s portion of premiums for any dependent coverage elected under COBRA, (ii) during which will be credited against the sixsemi-month severance periodmonthly Separation Payment. In the event Employee fails to timely pay his portion of the above premiums, Company shall be entitled to cancel the Company will pay the premiums to continue Executiveemployer’s group health insurance portion of Employee’s coverage under COBRA if due to Employee’s nonpayment. Employee acknowledges and agrees that this Separation Payment does not constitute monies to which he would otherwise be entitled as a result of his employment with the Company, and that these monies constitute fair and adequate compensation for the promises and covenants of the Employee set forth in this Agreement. Employee further acknowledges and agrees that the Separation Payment and above benefits constitutes the full amount of separation payments that Employee is eligible for COBRA and has elected continuation coverage under entitled to receive. If Employee subsequently revokes any portion of this Agreement, Employee shall immediately be obligated to return the applicable rules; provided, that Separation Payment to Company in full. Employee’s participation in the Company’s COBRA obligations shall immediately Retirement Savings and Investment Plan (401k Plan) will cease to the extent Executive becomes eligible for benefits from a subsequent employer and (iii) Executive will continue to receive the Retention Bonus payments that would have been earned if Executive’s employment continued for an additional six months following the date of Separation, payable on the same schedule as set forth in Section 3(fEmployee’s Resignation Date. At that time, Employee should contact Xxxx Xxxxxxx at (000) 000-0000 for disposition of the Employment Agreement. Severance payments under subsection (i) will be made periodically in accordance with the CompanyEmployee’s normal payroll schedule. The severance payments in subsections (i) through (iii) will commence on the date on which the applicable release revocation period in Section 17 has expired; provided, that if the release delivery and revocation period spans two taxable years, the severance payments shall be paid (or commence) on the first business day of such second taxable year, with the first payment including any amounts that would otherwise be due prior thereto. If Executive elects to continue COBRA coverage after the end of the six-month severance period, such continuation coverage shall be entirely at his own expense. Notwithstanding the foregoing, if, during the six-month severance period, Executive obtains insurance coverage through a new employer or Medicare, the Company shall have no further obligation to pay any portion of the premiums for continuation coverage under the Company’s group health insurance plansaccount.

Separation Payment. Subject to execution and non-revocation Conditioned upon Employee's signing of this Agreement Agreement, expiration of the seven day revocation period without revocation, and continued compliance with all restrictive covenants Employee's properly executing and returning the attached acknowledgment form to which Executive is subject, the Company (Exhibit C) indicating his decision not to revoke this Agreement: (i) Executive will receive severance payments equal to six months The Company shall pay Employee a total gross separation payment of his Base Salary at the time of such termination$104,166.65, less applicable withholdingordinary tax withholding and all required deductions. Employee shall receive five (5) equal installments of $20,833.33 gross each, less ordinary tax withholding and all required deductions, with an installment payable over a period of six months after the date of Separation, (ii) during the six-month severance period, the Company will pay the premiums to continue Executive’s group health insurance coverage under COBRA if he is eligible for COBRA and has elected continuation coverage under the applicable rules; provided, that the Company’s COBRA obligations shall immediately cease to the extent Executive becomes eligible for benefits from a subsequent employer and (iii) Executive will continue to receive the Retention Bonus payments that would have been earned if Executive’s employment continued for an additional six months following the date of Separation, payable on the same schedule as set forth in Section 3(f) of the Employment Agreement. Severance payments under subsection (i) will be made periodically in accordance with the Company’s normal payroll schedule. The severance payments in subsections (i) through (iii) will commence on the date on which the applicable release revocation period in Section 17 has expired; provided, that if the release delivery and revocation period spans two taxable years, the severance payments shall be paid (or commence) on the first business day of such second taxable yeareach of five consecutive months beginning on August 1, 2002 and ending on December 1, 2002, with the first such payment including any amounts that would otherwise be being due prior thereto. If Executive elects to continue COBRA coverage after no earlier than the end first regular business day following the expiration (without revocation) of the six-month severance seven day revocation period, such continuation coverage shall be entirely at his own expense. Notwithstanding and only following the foregoing, if, during proper execution and return of the six-month severance period, Executive obtains acknowledgement form attached as Exhibit C. (ii) Provided that Employee takes all necessary steps to elect continued group health insurance coverage through pursuant to the Consolidated Omnibus Budget Reconciliation Act ("COBRA") on a new employer or Medicaretimely basis following his July 29, 2002 separation from employment, the Company will pay Employee's health insurance premiums for the months of August 2002 through December 2002. Beginning in January 2003, Employee will pay the entire premium, and shall have be responsible for making such payments directly to the insurer on a timely basis. In no further obligation to pay event will the Company continue paying any portion of the premiums for continuation coverage under premium payments beyond December 2002, or beyond the Company’s time that Employee secures group health insurance plansthrough another employer, whichever occurs earlier. Employee agrees to notify the Company immediately upon securing such coverage. (iii) The Company will continue to allow Employee to use the vehicle currently being leased by the Company and in the possession of Employee for the remaining 18 months of the lease. The Company will continue to make monthly lease payments of $576 to the leasing company, with the first such payment due August 1, 2002 and the final such payment due January 1,

Separation Payment. Subject to execution Company shall pay Employee separation payment in the total amount of, $275,040.00, less normal payroll deductions, including income tax withholding and non-revocation of this Agreement and continued compliance with all restrictive covenants to which Executive is subjectFICA, (i“Separation Payment”). The Separation Payment shall be paid to the Employee as follows: (a) Executive will receive severance an initial payment in the amount of $171,900 shall be made on February 21, 2011; and (b) the remainder of the Separation Payment shall be paid in nine (9) semi-monthly payments equal commencing on February 28, 2011 and ending on June 30, 2011. Company also agrees to six months of his Base Salary at the time of such termination, less applicable withholding, payable over pay Employee’s premiums for medical and dental benefits coverage under COBRA for a period of six twelve (12) months after from the date Resignation Date until August 18, 2011. Such coverage shall be included in and part of SeparationEmployee’s maximum COBRA entitlement due to this qualifying event. Employee acknowledges and agrees that Employee will continue to be responsible for Employee’s portion of premiums for any dependent coverage elected under COBRA, (ii) during which will be credited against the sixsemi-month severance periodmonthly Separation Payment. In the event Employee fails to timely pay his portion of the above premiums, Company shall be entitled to cancel the Company will pay the premiums to continue Executiveemployer’s group health insurance portion of Employee’s coverage under COBRA if due to Employee’s nonpayment. Employee acknowledges and agrees that this Separation Payment does not constitute monies to which he would otherwise be entitled as a result of his employment with the Company, and that these monies constitute fair and adequate compensation for the promises and covenants of the Employee set forth in this Agreement. Employee further acknowledges and agrees that the Separation Payment and above benefits constitutes the full amount of separation payments that Employee is eligible for COBRA and has elected continuation coverage under entitled to receive. If Employee subsequently revokes any portion of this Agreement, Employee shall immediately be obligated to return the applicable rules; provided, that Separation Payment to Company in full. Employee’s participation in the Company’s COBRA obligations shall immediately Retirement Savings and Investment Plan (401k Plan) will cease to the extent Executive becomes eligible for benefits from a subsequent employer and (iii) Executive will continue to receive the Retention Bonus payments that would have been earned if Executive’s employment continued for an additional six months following the date of Separation, payable on the same schedule as set forth in Section 3(fEmployee’s Resignation Date. At that time, Employee should contact Xxxx Xxxxxxx at (000) 000-0000 for disposition of the Employment Agreement. Severance payments under subsection (i) will be made periodically in accordance with the CompanyEmployee’s normal payroll schedule. The severance payments in subsections (i) through (iii) will commence on the date on which the applicable release revocation period in Section 17 has expired; provided, that if the release delivery and revocation period spans two taxable years, the severance payments shall be paid (or commence) on the first business day of such second taxable year, with the first payment including any amounts that would otherwise be due prior thereto. If Executive elects to continue COBRA coverage after the end of the six-month severance period, such continuation coverage shall be entirely at his own expense. Notwithstanding the foregoing, if, during the six-month severance period, Executive obtains insurance coverage through a new employer or Medicare, the Company shall have no further obligation to pay any portion of the premiums for continuation coverage under the Company’s group health insurance plansaccount.