Separation Payments. In further consideration of your entering into and complying fully with this Agreement, and specifically conditioned upon your re-execution of this Agreement on the Employment Separation Date, the Company also agrees to provide you the following separation benefits: (a) The Company will pay you the total gross amount of $182,200 during the anticipated twelve-month period immediately following the Employment Separation Date (the "Separation Payments"), which is equivalent to twelve months of your current annual salary and monthly car allowance. The Separation Payments will be paid in equal periodic amounts on the regular pay dates of the Company, subject to all legally-required deductions. (b) After the Employment Separation Date, you will have the opportunity to extend your health plan benefits, pursuant to the Company's procedures to elect continued coverage through COBRA, and you will be solely responsible for timely election of coverage and payment of premium amounts pursuant to COBRA. During the twelve-month period beginning on the Employment Separation Date, the Company will reimburse you for your health plan benefit premiums, at the same benefit level which you had as of the Resignation Date (the "Health Plan Premiums"). (c) In response to reference requests received by the Company from prospective employers, the Company generally will confirm your dates of employment and last position held. If you wish to authorize the Company to release any additional information about your employment, then you agree to provide me with a specific written request to release such information in response to which the Company agrees to provide information about your actual written performance appraisals dated October 1, 2000, April 1, 2002; and May 1, 2004; provided, however, that you understand and agree that you may not accept outside employment prior to the Employment Separation Date absent advance written authorization from me. The Company does not require or expect you to seek other employment during the period in which you are receiving compensation under this Agreement, and your compensation under this Agreement will not be reduced by any compensation you may earn from other sources during the period you are receiving compensation under this Agreement. You agree that the Separation Payments and Health Plan Premiums shall be the sole amounts paid to you after the Employment Separation Date, and you must confirm at that time, by signing this Agreement again, that you have been paid all wages due and owing to you from the Company through the Employment Separation Date, and that, other than as expressly provided in this Agreement, you shall have no entitlement or claim to any further compensation or benefits from the Company, including, without limitation, salary, bonuses, incentive compensation, stock, stock options, accrued vacation payments, severance pay, unvested pension benefits, employer-paid health benefits, fringe benefits, expense reimbursements, or any other employment benefits The Separation Payments and Health Plan Premiums shall be in lieu of any other obligation of the Company for separation pay, severance pay, or any other termination-related payment to you. Should you fail to comply with the terms of this Agreement, including, for example, failing to re-execute this Agreement on the Employment Separation Date or failing to comply with any of the terms of this Agreement after the Employment Separation Date, then all of the Company's payment obligations under this Agreement will terminate immediately. The termination provisions of this section do not limit in any way the Company's remedies provided in other provisions of this Agreement, all such remedies being cumulative. The Company's decision to discontinue these payments and benefits to you under this section shall not affect the remaining obligations and benefits of this Agreement.
Appears in 1 contract
Separation Payments. In further consideration (a) By the later of your entering into and complying fully with this Agreement(i) the date that is seven (7) calendar days from Termination Date, and specifically conditioned upon your re-execution of this Agreement on (ii) the Employment Separation Company’s next regular payroll date following Termination Date, the Company also agrees to will provide you with the following separation benefits:
Accrued Obligations (a) The Company will pay you the total gross amount of $182,200 during the anticipated twelve-month period immediately following as such term is defined in the Employment Separation Date (the "Separation Payments"Agreement), which is equivalent to twelve months of your current annual salary and monthly car allowance. The Separation Payments will be paid in equal periodic amounts on the regular pay dates of the Company, subject to all legally-required deductions.
(b) After Provided you have not voluntarily quit your employment with the Employment Company prior to the Separation Date, in exchange for your executing a non-revocable Separation and Release Agreement, a copy of which is attached hereto (the “Release”) on or after the Termination Date, you will have receive the opportunity following payments and benefits:
(i) Continuation of your base salary (at an annual rate of $350,000) for the period commencing on the Termination Date and ending on the one (1) year anniversary of the Termination Date (the “Severance Term”), payable in accordance with the Company’s payroll practices and subject to extend applicable withholdings;
(ii) An amount equal to the Pro Rata Bonus (as such term is defined in the Employment Agreement), equal to an aggregate of $173,611, payable in equal installments during the Severance Term and in accordance with the Company’s payroll practices and subject to applicable withholdings;
(iii) Subject to your election to participate in continuation coverage under the Company’s health plan benefits, pursuant to the Company's procedures to elect continued coverage through COBRA, and you will be solely responsible for timely election of coverage and payment of premium amounts pursuant to COBRA. During , payment of COBRA premiums for you and your covered dependents in excess of the twelve-month period beginning on the Employment Separation Date, cost of such health insurance coverage for active employees of the Company will reimburse until the earlier of (A) expiration of the Severance Term, or (B) the date that you commence employment with any person or entity and, thus, are eligible for your health plan benefit premiums, at the same benefit level insurance benefits; and
(iv) Reimbursement for all legitimate business expenses incurred by you which you had have not yet been reimbursed as of the Resignation Date (the "Health Plan Premiums")date hereof, and an amount in respect of 21 days of Paid Time Off you have accrued while employed.
(c) In response the event that any regular payroll date occurs prior to reference requests received by the Company from prospective employersEffective Date (as defined in the Release), any amount that would otherwise have been payable as a result of the Company generally will confirm your dates of employment subparagraphs (b)(i), (b)(ii) or (b)(iii) above shall be deferred and last position held. If you wish to authorize paid together with the Company to release any additional information about your employment, then you agree to provide me with a specific written request to release such information in response to which regular salary installment on the Company agrees to provide information about your actual written performance appraisals dated October 1, 2000, April 1, 2002; and May 1, 2004; provided, however, that you understand first regular payroll date following the Effective Date.
(d) You acknowledge and agree that you may not accept outside employment prior the payment(s) and other benefits provided pursuant to the Employment Separation Date absent advance written authorization from me. The Company does not require or expect you to seek other employment during the period paragraph 2 are in which you are receiving compensation under this Agreement, full discharge of any and your compensation under this Agreement will not be reduced by any compensation you may earn from other sources during the period you are receiving compensation under this Agreement. You agree that the Separation Payments all liabilities and Health Plan Premiums shall be the sole amounts paid to you after the Employment Separation Date, and you must confirm at that time, by signing this Agreement again, that you have been paid all wages due and owing to you from obligations of the Company through the Employment Separation Date, and that, other than as expressly provided in this Agreement, you shall have no entitlement or claim to any further compensation or benefits from the Company, including, without limitation, salary, bonuses, incentive compensation, stock, stock options, accrued vacation payments, severance pay, unvested pension benefits, employer-paid health benefits, fringe benefits, expense reimbursements, or any other employment benefits The Separation Payments and Health Plan Premiums shall be in lieu of any other obligation member of the Company for separation payGroup to you, severance paymonetarily or with respect to employee benefits or otherwise, including but not limited to any and all obligations arising under any alleged written or oral employment agreement, policy, plan or procedure of the Company or any other termination-related payment member of the Company Group and/or any alleged understanding or arrangement between you and the Company or any other member of the Company Group (other than claims for accrued and vested benefits under an employee benefit, insurance, or pension plan of the Company or any other member of the Company Group, subject to you. Should you fail to comply with the terms and conditions of this Agreement, including, for example, failing to re-execute this Agreement on the Employment Separation Date or failing to comply with any of the terms of this Agreement after the Employment Separation Date, then all of the Company's payment obligations under this Agreement will terminate immediately. The termination provisions of this section do not limit in any way the Company's remedies provided in other provisions of this Agreement, all such remedies being cumulative. The Company's decision to discontinue these payments and benefits to you under this section shall not affect the remaining obligations and benefits of this Agreementplan(s)).
Appears in 1 contract
Samples: Transition Agreement (Spheris Inc.)
Separation Payments. In further consideration of your entering into and complying fully Provided that (A) you have not voluntarily terminated employment with this Agreement, and specifically conditioned upon your re-execution of this Agreement on the Employment Company prior to the Separation Date, the Company also agrees (B) you remain available to provide you the following separation benefits:
(a) The Company will pay you the total gross amount of $182,200 during the anticipated twelve-month period immediately following the Employment Separation Date (the "Separation Payments"), which is equivalent to twelve months of your current annual salary and monthly car allowance. The Separation Payments will be paid in equal periodic amounts on the regular pay dates of perform services upon the Company, subject to all legally-required deductions.
(b) After ’s request through the Employment Separation Date, (C) you will have the opportunity to extend your health plan benefits, pursuant not commenced employment with another entity prior to the Company's procedures to elect continued coverage through COBRA, and you will be solely responsible for timely election of coverage and payment of premium amounts pursuant to COBRA. During the twelve-month period beginning on the Employment Separation Date, the Company will reimburse you for your health plan benefit premiums, at the same benefit level which you had as of the Resignation Date (the "Health Plan Premiums").
(cD) In response to reference requests received by the Company from prospective employers, the Company generally will confirm your dates of employment and last position held. If you wish to authorize the Company to release any additional information about your employment, then you agree to provide me with a specific written request to release such information in response to which the Company agrees to provide information about your actual written performance appraisals dated October 1, 2000, April 1, 2002; and May 1, 2004; provided, however, that you understand and agree that you may not accept outside employment prior to the Employment Separation Date absent advance written authorization from me. The Company does not require or expect you to seek other employment during the period in which you are receiving compensation under this Agreement, and your compensation under this Agreement will not be reduced by any compensation you may earn from other sources during the period you are receiving compensation under this Agreement. You agree that the Separation Payments and Health Plan Premiums shall be the sole amounts paid to you after the Employment Separation Date, and you must confirm at that time, by signing this Agreement again, that you have been paid all wages due and owing to you from the Company through the Employment Separation Date, and that, other than as expressly provided otherwise in this Agreement, you shall have no entitlement or claim to any further compensation or benefits from the Company, including, without limitation, salary, bonuses, incentive compensation, stock, stock options, accrued vacation payments, severance pay, unvested pension benefits, employer-paid health benefits, fringe benefits, expense reimbursements, or any other employment benefits The Separation Payments and Health Plan Premiums shall be in lieu of any other obligation of the Company for separation pay, severance pay, or any other termination-related payment to you. Should you fail to comply with the terms of this Agreement, including, for example, failing to re-execute this Agreement on the Employment Separation Date or failing to comply with any violation of the terms of this Separation Agreement after and (E) you execute a General Release and Waiver on, and effective as of, the Employment Separation Date, in the form attached to this Agreement as Exhibit A and do not revoke such General Release and Waiver, then you and the Company agree that the Company shall pay to you the payments identified in this Section 5. You agree that these payments are in lieu of any and all amounts that you might otherwise claim from the Company or any affiliate, including but not limited to any and all amounts payable pursuant to your Employment Agreement, and you hereby waive any claim of right to any payment, right or benefit other than those set forth in this Separation Agreement or any vested plan benefit under a plan maintained by the Company or Parent. Provided that you have executed and delivered to the Company the General Release and Waiver prescribed herein on the Separation Date, and provided further that the statutory period during which you are entitled to revoke the General Release and Waiver has expired without revocation by you, the Company will provide you the following:
a. One Million One Hundred Fifty-One Thousand Dollars ($1,151,000), less tax and payroll withholding required by law, payable in a lump sum as soon as practicable following the Separation Date, but no later than the forty-fifth (45th) day following the Separation Date;
b. You will remain eligible to participate in the Company’s Annual Incentive Plan for the 2017 performance year and the Company hereby waives the requirement that you be employed by the Company on the date of payment in 2018 in order to be eligible to receive such payment. Any cash incentive payment for 2017 performance will be at the discretion of the Compensation Committee of the Board of Directors of the Parent (the “Compensation Committee”) consistent with the Company's ’s customary practice and will be paid in accordance with the Company’s payment obligations schedule for 2017 Annual Incentive Plan payments;
c. To the extent approved by the Compensation Committee for other U.S. employees working in Bermuda in 2017, you will receive a cash payment equal to the amount of contributions and credits that you would have been eligible to receive or be credited under this Agreement will terminate immediatelycertain Company-sponsored United States qualified and nonqualified retirement plans in respect of the calendar year 2017 if you had not been employed outside of the United States in 2017. The termination provisions amount of this section do not limit in any way the Company's remedies payment provided in other provisions of this Agreement, all such remedies being cumulative. The Company's decision to discontinue these payments and benefits to you under this section shall not affect be determined by the remaining obligations Compensation Committee in its sole and benefits absolute discretion and will be made as soon as practicable following your Separation Date, but no later than the forty-fifth (45th) day following the Separation Date;
d. An amount equal to your accrued and unused vacation time as of this Agreementthe Separation Date consistent with the Company’s policies and procedures as set forth in the Company’s employee handbook, which amount will be payable in a lump sum as soon as practicable following the Separation Date, but no later than the forty-fifth (45th) day following the Separation Date; and
e. Notwithstanding the terms of any applicable award agreements, all of your restricted shares and restricted stock units granted under the Parent’s equity plan that remain outstanding and unvested as of the Separation Date shall immediately vest upon the Separation Date.
Appears in 1 contract
Separation Payments. In further consideration of your entering into and complying fully with If you sign this Agreement, agreeing to be bound by the general release of claims in Paragraph 4 below and specifically conditioned upon your re-execution the other terms and conditions of this Agreement on the Employment Separation DateAgreement, in consideration for your general release of claims and other commitments under this Agreement, the Company also agrees to provide you will do the following separation benefitsfollowing:
(a) The Company will Pay you twelve (12) months of severance pay you at your base salary as of your Separation Date, in the total gross amount of Four Hundred Twenty Thousand Dollars ($182,200 during the anticipated twelve-month period immediately following the Employment Separation Date (the "Separation Payments"420,000), which is equivalent to twelve months of your current annual salary and monthly car allowance. The Separation Payments will be paid in equal periodic amounts a single lump sum amount on the next regular pay dates date after the Effective Date of the Company, subject to all legally-required deductionsthis Agreement.
(b) After Pay you the Employment Separation Dategross amount of Eight Hundred and Forty Thousand Dollars ($840,000.00), to be paid in a single lump sum amount on the next regular pay date after the Effective Date of this Agreement, in full satisfaction of any bonus to which you will may have the opportunity been entitled to extend your health plan benefits, for 2015 and/or pursuant to the Company's procedures to elect continued coverage through COBRA, and you will be solely responsible for timely election Section 6(a)(ii) of coverage and payment of premium amounts pursuant to COBRA. During the twelve-month period beginning on the your Employment Separation Date, the Company will reimburse you for your health plan benefit premiums, at the same benefit level which you had as of the Resignation Date (the "Health Plan Premiums")Agreement.
(c) In response If you are receiving group health coverage under any Company benefit plan on your Separation Date and you timely elect COBRA continuation coverage, the Company will subsidize the entire cost of such continuation of coverage for twelve (12) months, commencing on the first of the month immediately after the Effective Date of this Agreement. Commencing with the first day of the calendar month following the final calendar month during which the Company subsidizes the entire cost of your continuation of coverage, you shall be responsible for the entire cost of such continuation coverage and shall be so responsible for the remainder of the COBRA continuation period. Your period of COBRA coverage will not be extended by the time-period during which the Company subsidizes the cost of your continuation of coverage.
(d) You shall become fully vested and have a nonforfeitable right to reference requests received the previously unvested Four Million (4,000,000) restricted shares that were granted to you by the Company from prospective employers, the Company generally will confirm your dates of employment and last position held. If you wish to authorize the Company to release any additional information about your employment, then you agree to provide me with a specific written request to release such information in response to which the Company agrees to provide information about your actual written performance appraisals dated October 1, 2000, April 1, 2002; and May 1, 2004; provided, however, that you understand and agree that you may not accept outside employment prior pursuant to the Employment Separation Date absent advance written authorization from me. The Company does not require or expect Restricted Stock Agreement dated November 14, 2014 (“Restricted Stock Agreement”).
(e) Pay Twenty Thousand Dollars ($20,000.00) of your legal fees directly to Xxxxxxxxx Xxxx Xxxxxxxx Ference LLP for legal counsel to review and advise you with respect to seek other employment during the period in which you are receiving compensation under this Agreement, on the next regular pay date after the Company has been provided with an invoice of legal fees incurred in connection with such review. Such amount shall not be subject to withholding by the Company.
(f) Pay you Fifty Six Thousand Five Hundred Thirty Eight Dollars and Forty Six Cents ($56,538.46) in respect of your seven (7) weeks of unused vacation time on the first payroll date after the Effective Date.
(g) The Company shall reimburse you for all reasonable relocation expenses incurred by you and your compensation under family for repatriation to Australia, including the cost of one-way, first-class airline tickets for you, your spouse and dependent children to Australia. The amount of this reimbursement shall be One Hundred and Thirty Thousand Dollars ($130,000.00). Such amount shall be paid in a single lump sum amount on the next regular pay date after the Effective Date of this Agreement.
(h) The Company shall reimburse you for the relocation expenses that you previously incurred in connection with your move to the King of Prussia, PA area. The amount of this reimbursement shall be Twenty Thousand Two Hundred Sixty Four Dollars ($20,264.00). Such amount shall be paid in a single lump sum amount on the next regular pay date after the Effective Date of this Agreement or at an earlier date as determined by the Company in its sole discretion. Such reimbursement shall not be subject to withholding by the Company.
(i) You will not be reduced by any compensation you may earn from eligible for payments and other sources during benefits described in this Paragraph 2 unless (i) the period you are receiving compensation under this Agreement. You agree that the Separation Payments and Health Plan Premiums shall be the sole amounts paid to you after the Employment Separation Date, and you must confirm at that time, by signing Company has received a signed copy of this Agreement again, that has been timely executed; (ii) you have returned all Company property and documents in accordance with Paragraph 9 below and certify that you have been paid all wages due and owing to you from the Company through the Employment Separation Datedone so as required therein, and that, other than as expressly provided in this Agreement, (iii) you shall have no entitlement or claim to any further compensation or benefits from the Company, including, without limitation, salary, bonuses, incentive compensation, stock, stock options, accrued vacation payments, severance pay, unvested pension benefits, employer-paid health benefits, fringe benefits, expense reimbursements, or any other employment benefits The Separation Payments and Health Plan Premiums shall be in lieu of any other obligation of the Company for separation pay, severance pay, or any other termination-related payment to you. Should you fail to comply with the terms of this Agreement, including, for example, failing to re-execute this Agreement on the Employment Separation Date or failing to comply with any of the terms of this Agreement after the Employment Separation Date, then all of the Company's payment obligations under this Agreement will terminate immediately. The termination provisions of this section do not limit in any way the Company's remedies provided in other provisions of this Agreement, all such remedies being cumulative. The Company's decision to discontinue these payments and benefits to you under this section shall not affect the remaining obligations and benefits conditions of this Agreement.
Appears in 1 contract
Samples: General Release (Unilife Corp)
Separation Payments. In further consideration of your entering into and complying fully with this Agreement, and specifically conditioned upon your re-execution of this Agreement on the Employment Separation Date, the Company also agrees to provide you the following separation benefits:
(a) The Company Separation Date shall be the termination date of your employment for purposes of participation in and coverage under all benefit plans and programs sponsored by or through the Company, except as otherwise provided herein. In connection with your separation from employment with the Company, you will pay you receive (i) any accrued but unpaid base salary through the total gross amount of $182,200 during Separation Date, to be paid on the anticipated twelve-month period next regularly scheduled payroll date immediately following the Employment Separation Date, (ii) reimbursement for any properly submitted, but unreimbursed, business expenses incurred on or prior to the Separation Date and in accordance with the Company’s expense policy (to be eligible for such reimbursement, you must submit any such expenses within forty five (45) days of the "Separation Payments"Date), which is equivalent to twelve months of your current annual salary and monthly car allowance(iii) payment for any accrued but unused vacation time in accordance with the Company’s vacation policy. The Separation Payments In addition, you will be paid entitled to receive vested benefits provided under any employee benefit plans maintained by the Company and in equal periodic amounts on which you participate (excluding any employee benefit plan providing severance or similar benefits), in each case, in accordance with the regular pay dates terms of the Company, subject to all legally-required deductionssuch plan and applicable law.
(b) After As of the Employment Separation Date, all Company equity awards, including, stock options and restricted stock units granted to you will have the opportunity to extend your health plan benefits, pursuant to the Company's procedures to elect continued coverage through COBRA, and you will be solely responsible for timely election of coverage and payment of premium amounts pursuant to COBRA. During the twelve-month period beginning on the Employment Separation Date, the Company will reimburse you for your health plan benefit premiums, at the same benefit level which you had that are outstanding as of the Resignation Separation Date (“Equity Awards”) that did not vest on or prior to the "Health Separation Date shall be cancelled without payment therefor. With respect to vested Equity Awards, such awards shall continue to be governed by the terms of the applicable equity plan, including the Weight Watchers International, Inc. 2004 Stock Incentive Plan Premiums"or the Weight Watchers International, Inc. 2008 Stock Incentive Plan (each as amended from time to time), and any other agreements executed thereunder and the Company’s corresponding Terms and Conditions for Employee Stock Awards and the Term Sheets for the same, as applicable, including without limitation, any restrictive covenants contained therein and applicable to such Equity Awards.
(c) In response Subject to reference requests received by the Company from prospective employers, the Company generally will confirm (i) your dates of employment and last position held. If you wish to authorize the Company to release any additional information about your employment, then you agree to provide me with a specific written request to release such information in response to which the Company agrees to provide information about your actual written performance appraisals dated October 1, 2000, April 1, 2002; and May 1, 2004; provided, however, that you understand and agree that you may not accept outside employment prior to the Employment Separation Date absent advance written authorization from me. The Company does not require or expect you to seek other employment during the period in which you are receiving compensation under this AgreementTransition Period not being terminated for Cause, and (ii) your compensation under this Agreement will not be reduced by any compensation you may earn from other sources during the period you are receiving compensation under this Agreement. You agree that the Separation Payments and Health Plan Premiums shall be the sole amounts paid to you after the Employment Separation Date, and you must confirm at that time, by signing this Agreement again, that you have been paid all wages due and owing to you from the Company through the Employment Separation Date, and that, other than as expressly provided in this Agreement, you shall have no entitlement or claim to any further compensation or benefits from the Company, including, without limitation, salary, bonuses, incentive compensation, stock, stock options, accrued vacation payments, severance pay, unvested pension benefits, employer-paid health benefits, fringe benefits, expense reimbursements, or any other employment benefits The Separation Payments and Health Plan Premiums shall be in lieu of any other obligation of the Company for separation pay, severance pay, or any other termination-related payment to you. Should you fail to comply continued compliance with the terms of this Agreement, includingand (iii) your executing the Release Agreement (the “Bring-Down Release”), for exampleattached hereto as Exhibit A, failing following the termination of your employment but on or prior to rethe expiration of the Review Period (as such term is defined in the Bring-execute this Agreement Down Release), and subject to such Bring-Down Release becoming effective in accordance with its terms on the Employment Release Effective Date (as such term is defined in the Bring-Down Release), the Company will provide you with the following payments and benefits (collectively, the “Consideration”):
(i) A lump sum payment in an amount equal to $2,000,000 (representing two (2) times your current base salary) (at an annual rate of $1,000,000), to be paid on the first regular payroll date following the Separation Date Date;
(ii) Provided you make the necessary election, payment for your continued health coverage under the Company-sponsored health plans pursuant to the Consolidated Omnibus Budget Reconciliation Act during the eighteen (18) month period following the Separation Date, or failing such shorter period of time if you obtain alternative health coverage from another employer; you agree to comply notify the Company of any such alternative health coverage promptly upon the commencement of such coverage;
(iii) Reimbursement of your reasonable legal fees and expenses incurred in connection with any of the terms your negotiation of this Agreement after up to an amount equal to $9,000. Such reimbursement shall be made within ten (10) days following your execution of this Agreement;
(iv) Executive outplacement services (including executive coaching services) with an outplacement or coaching firm of your choice for up to one (1) year and up to a maximum cost to the Employment Separation Company of $25,000; and
(v) The retention of your Company-issued laptop computer.
(d) Notwithstanding the foregoing, in the event that any regular payroll date occurs prior to the Release Effective Date (as defined in the Bring-Down Release), any amount that would otherwise have been payable as a result of subparagraph (c) above shall be deferred and paid together with the regular salary installment on the first regular payroll date following the Release Effective Date, then .
(e) You acknowledge and agree that the payment(s) and other benefits provided pursuant to this paragraph 2 are being made in full discharge of any and all liabilities and obligations of the Company's payment Company to you, monetarily or with respect to employee benefits or otherwise, including but not limited to any and all obligations arising under any alleged written or oral employment agreement, policy, plan or procedure of the Company and/or any alleged understanding or arrangement between you and the Company (other than claims for accrued and vested benefits under an employee benefit, insurance, or pension plan of the Company (excluding any employee benefit plan providing severance or similar benefits), subject to the terms and conditions of such plan(s)).
(f) You acknowledge that the Company may withhold from any payments made under this Agreement will terminate immediately. The termination provisions of this section do all applicable taxes, including but not limit in any way the Company's remedies provided in other provisions of this Agreementlimited to income, all such remedies being cumulative. The Company's decision to discontinue these payments employment, and benefits to you under this section shall not affect the remaining obligations and benefits of this Agreementsocial insurance taxes, as may be required by law.
Appears in 1 contract
Samples: Separation Agreement (Weight Watchers International Inc)
Separation Payments. In DOV will pay Xxxxxx on April 14, and 28, 2006, his regular payroll check and on the next following payroll date, May 12, 2006, his regular payroll check through May 5, 2006, plus 18 days of accrued, unused vacation through the Separation Date. The Company will keep Xxxxxx on medical and dental benefits until May 30, 2006, at which time he will then be eligible for COBRA. Other than the foregoing, and subject to the following sentence, Xxxxxx agrees that he has received all salary and any other compensation or fringe benefits owed to him by DOV through the Separation Date, and agrees that he has no further claims against DOV for salary and any other compensation or fringe benefits through the Separation Date. However, in consideration of your entering into and complying fully with the promises made by Xxxxxx in this Agreement, and specifically conditioned upon your re-execution including the releases given by Xxxxxx to DOV in Paragraphs 3 through 6 of this Agreement Agreement, the parties have agreed on the Employment Separation Date, the Company also agrees to provide you the following separation post-termination benefits:
(a) The Company will DOV shall pay you Xxxxxx at regular payroll intervals his basic compensation as of the total gross amount Separation Date (based on his final basic compensation rate of $182,200 during 28,333.33 per month) for 15 months through August 5, 2007 (such 15 month period referred to herein as the anticipated twelve“Severance Period”), provided that if the parties agree that Xxxxxx is a “specified employee” within the meaning of Section 409A of the Code, such payments will not commence for six months after the Separation Date and DOV instead shall pay Xxxxxx on November 6, 2006, a lump sum payment equal to six months’ basic compensation plus, to the extent deferred pursuant to subparagraph (b), a lump sum payment equal to the cost to maintain and/or continue (as applicable) for such six-month period immediately following the Employment Separation Date medical, life, dental and disability insurance benefits which are provided pursuant to subparagraph (the "Separation Payments"), which is equivalent to twelve months of your current annual salary and monthly car allowance. The Separation Payments will be paid in equal periodic amounts on the regular pay dates of the Company, subject to all legally-required deductions.b) below;
(b) After DOV shall (i) pay on Xxxxxx’x behalf (or if more administratively practicable, reimburse Xxxxxx for) all premiums associated with the Employment continuation of medical and dental insurance coverage for the duration of the Severance Period for Xxxxxx and his eligible dependants pursuant to COBRA (subject to Xxxxxx’x proper election of and eligibility for such continuation coverage under COBRA); and (ii) provide Xxxxxx with continuation for the duration of the Severance Period of the life and disability insurance coverage Xxxxxx was receiving from DOV immediately prior to the Separation Date at no cost to Xxxxxx (or, to the extent such continued coverage is not permitted under the applicable policies or law, shall pay premiums on Xxxxxx’x behalf not to exceed in the case of disability the premium payment rate that was paid by the Company prior to the Separation Date (or, if more administratively practicable, reimburse Xxxxxx for all such premiums) associated with obtaining and providing Xxxxxx with reasonably comparable life and disability insurance coverage for the duration of the Severance Period); provided that, if the parties agree that it is necessary to avoid a penalty tax under Section 409A of the Code, Xxxxxx shall pay the entire cost of such benefits for the first six months, and DOV shall pay Xxxxxx a lump sum payment of such costs in accordance with the procedure set forth in subparagraph (a);
(c) effective as of the Separation Date, you will have the opportunity vesting of all stock options to extend your health plan benefitsacquire DOV stock held by Xxxxxx that are unvested shall accelerate and thereupon vest. It is the parties’ intention that such options remain exercisable for the longest period permissible without causing Xxxxxx to incur a penalty tax under Section 409A. Under current Internal Revenue Service proposed regulations, pursuant such options may, and shall be exercisable up to and including December 31, 2007, provided that, if Xxxxxx determines upon tax advice that an extension of time to exercise to a date not later than August 5, 2010, is permissible without incurring a penalty tax under Section 409A, such options shall be extended, to and including such later date given by notice to DOV;
(d) commencing May 8, 2006, Xxxxxx shall be available upon reasonable notice to perform consulting services (as an independent contractor) of up to half-time during business days in May and June 2006 (the “Consulting Period”) for which DOV shall pay Xxxxxx $200 per hour plus reasonable out-of-pocket expenses; and
(e) if a replacement general counsel has not started employment with DOV during the above Consulting Period sufficient to permit a suitable transition orientation, and starts employment on or prior to November 4, 2006, Xxxxxx shall provide reasonable consulting services for such purpose at no charge. The foregoing severance payments shall be made net of standard withholdings and authorized deductions, except that with respect to any consulting services performed during the Consulting Period, Xxxxxx shall be an independent contractor and nothing herein, explicitly or implicitly, shall be deemed or construed to create a joint venture, partnership, agency or employee/employer relationship between Xxxxxx and DOV with respect to the Company's procedures Consulting Period for any purpose, including but not limited to elect continued coverage through COBRA, and you taxes or employee benefits. Xxxxxx thus understands that he will be solely responsible for timely election paying all federal, state and local taxes (including income tax, FICA, FUTA and other taxes that may be due) as a result of coverage and payment of premium amounts any consulting fees he receives pursuant to COBRA. During the twelve-month period beginning on the Employment Separation Date, the Company will reimburse you for your health plan benefit premiums, at the same benefit level which you had as of the Resignation Date (the "Health Plan Premiums").
(c) In response to reference requests received by the Company from prospective employers, the Company generally will confirm your dates of employment and last position held. If you wish to authorize the Company to release any additional information about your employment, then you agree to provide me with a specific written request to release such information in response to which the Company agrees to provide information about your actual written performance appraisals dated October 1, 2000, April 1, 2002this Agreement; and May 1that he will not accrue any benefits under, 2004; providedor be covered by, howeverany employee benefit plans of DOV (except for any continuation coverage as otherwise provided in subparagraph (b) above). The severance, that you understand insurance and agree that you may not accept outside employment other payments and benefits provided by DOV hereunder pursuant to subparagraphs (a)-(e) are subject to Xxxxxx’x signing and delivering this agreement to DOV. In the event of Xxxxxx’x death prior to the Employment Separation Date absent advance written authorization from me. The Company does not require or expect you full performance by DOV of its obligation hereunder, severance and insurance payments if any yet to seek other employment during the period in which you are receiving compensation under this Agreementbe paid, and your compensation under this Agreement will DOV options if any not yet exercised, shall be reduced by any compensation you may earn from other sources during the period you are receiving compensation under this Agreementpaid to, or exercised by, his wife Xxxx Xxxxxx or if she dies to his or her legal representative or legatee. You agree Xxxxxx acknowledges that the Separation Payments and Health Plan Premiums shall be the sole amounts paid to you after the Employment Separation Date, and you must confirm at that time, by signing this Agreement again, that you have been paid all wages due and owing to you from the Company through the Employment Separation Date, and that, other than as expressly provided in this Agreement, you shall have no entitlement or claim to any further compensation or benefits from the Company, including, without limitation, salary, bonuses, incentive compensation, stock, stock options, accrued vacation payments, severance pay, unvested pension benefits, employer-paid health benefits, fringe benefits, expense reimbursements, or any other employment benefits The Separation Payments and Health Plan Premiums shall be in lieu of any other obligation of the Company for separation pay, severance pay, or any other termination-related payment to you. Should you fail to comply with the terms of this Agreement, including, for example, failing to re-execute this Agreement on the Employment Separation Date or failing to comply with any of the terms of this Agreement after the Employment Separation Date, then all of the Company's payment obligations under this Agreement will terminate immediately. The termination provisions of this section do not limit in any way the Company's remedies provided in other provisions of this Agreement, all such remedies being cumulative. The Company's decision to discontinue these payments and benefits to you under this section shall not affect the remaining obligations be provided pursuant to subparagraphs (a)-(e) are payments and benefits to which he would not otherwise be entitled absent his agreement to and compliance with the terms and conditions of this Agreement.
Appears in 1 contract
Samples: Separation and General Release Agreement (Dov Pharmaceutical Inc)
Separation Payments. In further As consideration of your entering into and complying fully with this Agreement, and specifically conditioned upon your re-execution of this Agreement on the Employment Separation Date, the Company also agrees for Executive’s agreement to provide you the following separation benefits:
(a) The Company will pay you the total gross amount of $182,200 during the anticipated twelve-month period immediately following the Employment Separation Date (the "Separation Payments"), which is equivalent to twelve months of your current annual salary and monthly car allowance. The Separation Payments will be paid in equal periodic amounts on the regular pay dates of the Company, subject to all legally-required deductions.
(b) After the Employment Separation Date, you will have the opportunity to extend your health plan benefits, pursuant to the Company's procedures to elect continued coverage through COBRA, and you will be solely responsible for timely election of coverage and payment of premium amounts pursuant to COBRA. During the twelve-month period beginning on the Employment Separation Date, the Company will reimburse you for your health plan benefit premiums, at the same benefit level which you had as of the Resignation Date (the "Health Plan Premiums").
(c) In response to reference requests received bound by the Company from prospective employers, the Company generally will confirm your dates of employment and last position held. If you wish to authorize the Company to release any additional information about your employment, then you agree to provide me with a specific written request to release such information in response to which the Company agrees to provide information about your actual written performance appraisals dated October 1, 2000, April 1, 2002; and May 1, 2004; provided, however, that you understand and agree that you may not accept outside employment prior to the Employment Separation Date absent advance written authorization from me. The Company does not require or expect you to seek other employment during the period in which you are receiving compensation under this Agreement, and your compensation under this Agreement will not be reduced by any compensation you may earn from other sources during the period you are receiving compensation under this Agreement. You agree that the Separation Payments and Health Plan Premiums shall be the sole amounts paid to you after the Employment Separation Date, and you must confirm at that time, by signing this Agreement again, that you have been paid all wages due and owing to you from the Company through the Employment Separation Date, and that, other than as expressly provided in this Agreement, you shall have no entitlement or claim to any further compensation or benefits from the Company, including, without limitation, salary, bonuses, incentive compensation, stock, stock options, accrued vacation payments, severance pay, unvested pension benefits, employer-paid health benefits, fringe benefits, expense reimbursements, or any other employment benefits The Separation Payments and Health Plan Premiums shall be in lieu of any other obligation of the Company for separation pay, severance pay, or any other termination-related payment to you. Should you fail to comply with the terms of this Agreement, includingincluding without limitation, for examplethe release set forth in Section 3 below, failing Executive shall be entitled to rethe following, which shall be the exclusive separation benefits to which Executive shall be entitled:
(i) Executive shall be paid, in a single lump-execute this Agreement sum payment on the Employment sixtieth (60th) day after the Separation Date, $2,402,242;
(ii) For the period beginning on the Separation Date and ending on the date which is twelve (12) full months following the Separation Date (or, if earlier, (A) the date on which the applicable continuation period under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”) expires or failing (B) the date Executive becomes eligible to comply with receive the equivalent or increased healthcare coverage from a subsequent employer) (such period, the “COBRA Coverage Period”), if Executive and his eligible dependents who were covered under the Company’s health insurance plans as of the Separation Date elect to have COBRA coverage and are eligible for such coverage, the Company shall pay the COBRA premiums necessary to continue health insurance coverage for Executive and his covered dependents as in effect on the Separation Date. If any of the terms Company’s health benefits are self-funded as of this Agreement after the Employment Separation Date, then all or if the Company cannot provide the foregoing benefits in a manner that is exempt from Section 409A (as defined below) or that is otherwise compliant with applicable law (including, without limitation, Section 2716 of the Company's Public Health Service Act), then in lieu of paying the COBRA premiums as set forth above, the Company shall instead pay to Executive on the last day of each remaining month of the COBRA Coverage Period a fully taxable cash payment obligations under this equal to the applicable COBRA premium for such month for Executive and his covered dependents; and
(iii) Effective as of the Effective Date, the vesting of the following stock awards shall be accelerated:
(1) 7,531 shares subject to that certain Restricted Stock Award Agreement will terminate immediately. The termination provisions dated as of this section do not limit in any way March 25, 2014 (the Company's remedies provided in other provisions “March 2014 Restricted Stock Award Agreement”); and
(2) 9,859 shares subject to that certain Restricted Stock Award Agreement dated as of this December 1, 2014 (the “December 2014 Restricted Stock Award Agreement,” and together with the March 2014 Restricted Stock Agreement, all such remedies being cumulative. The Company's decision to discontinue these payments and benefits to you under this section shall not affect the remaining obligations and benefits of this Agreement“Restricted Stock Award Agreements”).
Appears in 1 contract
Separation Payments. The Company shall pay Employee separation pay in the amount of $50,188.68, which is the equivalent of 12 weeks of Employee’s gross wages, less any applicable tax withholdings, deductions authorized in writing by Employee, or as otherwise required by applicable law. In further consideration of your entering into and complying fully with this Agreement, and specifically conditioned upon your re-execution of this Agreement on the Employment Separation Dateaddition, the Company also agrees to provide you shall pay Employee 162 hours of personal time off accumulated in the following separation benefits:
(a) The Company will pay you the total gross amount of $182,200 during the anticipated twelve-month period immediately following the Employment Separation Date (the "Separation Payments"), which is equivalent to twelve months of your current annual salary and monthly car allowance16,938.68 at such time as this Agreement shall become irrevocable. The Separation Payments will separation payments shall be paid in equal periodic amounts made on the regular Company’s regularly scheduled pay dates of dates, with the Companyfirst payment commencing on the first regularly scheduled pay date that occurs at least five (5) days after this Agreement becomes effective, subject to all legally-required deductions.
(b) After binding, and irrevocable, as provided in Section 15 below. Each separation payment shall be made through normal payroll deposit, with the Employment Separation Date, you will have the opportunity to extend your health plan benefits, pursuant payment stub/receipt mailed to the Company's procedures home/mailing address the Bank has on file for Employee or any other address Employee provides to elect continued coverage through COBRA, and you will be solely responsible for timely election of coverage and payment of premium amounts pursuant to COBRAthe Bank in writing. During the twelve-month period beginning in which separation payments are made to Employee, Employee shall be eligible to continue to participate in the Bank’s benefit plans (e.g., health insurance, 401k) on the Employment Separation Date, the Company will reimburse you for your health plan benefit premiums, at the same benefit level which you had as terms and conditions applicable to other similarly situated employees of the Resignation Date (the "Health Plan Premiums").
(c) In response Bank, but Employee shall not be eligible to reference requests received by the Company from prospective employers, the Company generally will confirm your dates of employment and last position held. If you wish to authorize the Company to release accrue any additional information about your employment, then you agree to provide me with a specific written request to release such information in response to which the Company agrees to provide information about your actual written performance appraisals dated October 1, 2000, April 1, 2002; and May 1, 2004; provided, however, that you understand and agree that you may not accept outside employment prior to the Employment Separation Date absent advance written authorization from me. The Company does not require or expect you to seek other employment days of paid leave during the period in which you separation payments are receiving compensation under this Agreementmade. Employee acknowledges that Employee would not be entitled to the separation payments (and remain eligible to participate in the Bank’s benefit plans) described herein, but for Employee’s agreement to the release contained in Section 2 below and other consideration Employee has provided to the Bank as described herein. Notwithstanding the above, provided Employee is actively seeking full time employment, and your compensation under this Agreement will not be reduced by any compensation you may earn from other sources during the period you are receiving compensation under this Agreement. You agree that the Separation Payments and Health Plan Premiums shall be the sole amounts paid to you after the Employment Separation Date, and you must confirm at that time, by signing this Agreement again, that you have been paid all wages due and owing to you from the Company through the Employment Separation Date, and that, other than as expressly further provided in this Agreement, you shall have no entitlement or claim to any further compensation or benefits from the Company, including, without limitation, salary, bonuses, incentive compensation, stock, stock options, accrued vacation payments, severance pay, unvested pension benefits, employer-paid health benefits, fringe benefits, expense reimbursements, or any other employment benefits The Separation Payments and Health Plan Premiums shall be in lieu of any other obligation of the Company for separation pay, severance pay, or any other termination-related payment to you. Should you fail to comply Employee cooperates with the terms Bank to assist the Bank in matters that Employee is familiar, after request by the Bank, the Employee shall receive the equivalent of this Agreementadditional separation pay (“Additional Pay”) until such time as Employee obtains employment, includingexcept that in no event shall the Additional Pay exceed $50,188.68, for exampleless any applicable tax withholdings, failing to re-execute this Agreement on the Employment Separation Date or failing to comply with any of the terms of this Agreement after the Employment Separation Datedeductions, then all of the Company's payment obligations under this Agreement will terminate immediately. The termination provisions of this section do not limit in any way the Company's remedies provided in other provisions of this Agreementetc., all such remedies being cumulative. The Company's decision to discontinue these payments and benefits to you under this section shall not affect the remaining obligations and benefits of this Agreementas above described.
Appears in 1 contract
Separation Payments. In further consideration of your entering into release and complying fully with this Agreementwaiver of claims set forth in paragraph 2 below, and specifically conditioned upon subject to your reexecution and non-execution revocation of this Agreement on during the Employment Separation Date, Revocation Period (as defined in Section 16 of this Agreement) and your continued compliance with all agreements you have with the Company also agrees to provide you Group (including the following separation benefits:
(a) The Company will pay you the total gross amount of $182,200 during the anticipated twelve-month period immediately following the Employment Separation Date (the "Separation Payments"), which is equivalent to twelve months of your current annual salary and monthly car allowance. The Separation Payments will be paid Restrictive Covenants affirmed in equal periodic amounts on the regular pay dates of the Company, subject to all legally-required deductions.
(b) After the Employment Separation Date, you will have the opportunity to extend your health plan benefits, pursuant to the Company's procedures to elect continued coverage through COBRA, and you will be solely responsible for timely election of coverage and payment of premium amounts pursuant to COBRA. During the twelve-month period beginning on the Employment Separation Dateparagraph 8), the Company will reimburse provide you for your health plan benefit premiums, at with the same benefit level which following severance benefits pursuant to Section 7(c) and (e) of the Employment Agreement between you had and the Company dated as of December 21, 2012, (as amended, modified or supplemented from time to time, the Resignation Date "Employment Agreement") (collectively, the "Consideration") of:
(i) a pro rata portion of your annual bonus (the "Health Plan PremiumsPro-Rated Bonus")., calculated based on the number of days you were employed during the 2020 calendar year relative to the full 2020 calendar year, payable based on and subject to the {02974654} DocuSign Envelope ID: E8B8C726-B47A-407D-B587-84009198293C Company's actual achievement of the performance targets for 2020 as determined under and at the time that such annual bonuses would normally be paid;
i. continuation of your Base Salary in substantially equal installments and in accordance with the normal payroll practices for two (c2) In response years following the Termination Date, to reference requests received be paid in accordance with the normal payroll practices of the Company (and you expressly and specifically acknowledge that you are not entitled to the payments described in Section 7(c)(iii)(C)(II) of the Employment Agreement, as no "Change in Control" as defined in the Employment Agreement has occurred during the applicable time period contemplated therein);
ii. continued provision of employee benefits that are medical, dental and vision benefits which are required to be made available by the Company from prospective employers, the Company generally will confirm your dates of employment and last position held. If you wish to authorize the Company to release any additional information about your employment, then you agree to provide me with a specific written request to release such information in response to which the Company agrees to provide information about your actual written performance appraisals dated October 1, 2000, April 1, 2002; and May 1, 2004; provided, however, that you understand and agree that you may not accept outside employment prior pursuant to the Employment Separation Date absent advance written authorization from meConsolidated Omnibus Budget Reconciliation Act ("COBRA"); provided that all applicable COBRA coverage rules must be followed by you in order to continue such coverage(s) (including your timely payment of the entire applicable COBRA premium to the plan administrator), or the coverage(s) will be terminated;
iii. The Company does reimbursement for a portion of your applicable COBRA premium costs during that period ending on the earlier of (A) the date you are eligible (even if you do not require or expect you to seek enroll) for coverage under another employer-sponsored group health plan in connection with other employment during the period in which you are receiving compensation under this Agreement, and obtained after your compensation under this Agreement will not be reduced by any compensation you may earn from other sources during the period you are receiving compensation under this Agreement. You agree that the Separation Payments and Health Plan Premiums shall be the sole amounts paid to you after the Employment Separation Date, and you must confirm at that time, by signing this Agreement again, that you have been paid all wages due and owing to you from the Company through the Employment Separation Date, and that, other than as expressly provided in this Agreement, you shall have no entitlement or claim to any further compensation or benefits from the Company, including, without limitation, salary, bonuses, incentive compensation, stock, stock options, accrued vacation payments, severance pay, unvested pension benefits, employer-paid health benefits, fringe benefits, expense reimbursements, or any other employment benefits The Separation Payments and Health Plan Premiums shall be in lieu of any other obligation of the Company for separation pay, severance pay, or any other termination-related payment to you. Should you fail to comply with the terms of this Agreement, including, for example, failing to re-execute this Agreement on the Employment Separation Date or failing to comply with any of the terms of this Agreement after the Employment Separation Date, then all of the Company's payment obligations under this Agreement will terminate immediately. The termination provisions of this section do not limit in any way the Company's remedies provided in other provisions of this Agreement, all such remedies being cumulative. The Company's decision to discontinue these payments and benefits to you under this section shall not affect the remaining obligations and benefits of this Agreement.hereunder; or
Appears in 1 contract
Samples: Separation and Release Agreement (ITC Holdings Corp.)
Separation Payments. In further consideration of your entering into the promises and complying fully covenants made by Employee in this Agreement, including the general waiver and release of claims which forms a material part of this Agreement and Employee’s compliance with all of the terms and conditions of this Agreement, and specifically conditioned upon your resubject to Employee’s timely execution and non-execution revocation of this Agreement on the Employment Separation DateAgreement, the Company also agrees to provide you will make the following separation benefits“Separation Payments” pursuant to the Company’s Executive Severance Plan, Employee’s Offer Letter, and the outstanding award agreements governing Employee’s outstanding equity awards consistent with a termination without cause pursuant to such plans and agreements:
(a) pay to Employee any earned, unpaid wages through the Separation Date, as required by law, and the equivalent amount of any calendar year 2024 vacation days that are accrued but unused as of the Separation Date, all less all applicable and legally required withholdings and deductions, to be paid out on the Company’s first regularly scheduled payroll date after the Separation Date in accordance with the Company’s standard payroll practices;
(b) pay to Employee severance in the amount of $1,282,500.00 as a one-time, lump-sum payment, less all applicable and legally required withholdings and deductions, to be paid out on the first payroll date following the sixtieth (60th) calendar day after the Separation Date in accordance with the Company’s standard payroll practices;
(c) pay to Employee her 2024 Annual Bonus in the amount equivalent to the lesser of either the (i) target payout or (ii) actual payout thereunder, prorated for the eligibility year through the Separation Date, less all applicable and legally required withholdings and deductions, to be paid out on the normal payout date for other similarly situated active employees (for the avoidance of doubt, such payout date is anticipated in or around March 2025) in accordance with the Company’s standard payroll practices;
(d) vest and pay to Employee the equivalent amount of 10,391 shares of time-based restricted stock units constituting a prorated portion of her “Sign-On Equity Award” pursuant to her October 2, 2023 Time-Based Restricted Stock Unit Award Agreement under the XXX Xxxxxxxxxxx 2017 Stock Incentive Plan, subject to the terms and conditions of such programs;
(e) vest and pay to Employee the equivalent amount of 1,938 shares of time-based restricted stock units constituting a prorated portion of her 2024 Annual Equity Award pursuant to her February 16, 2024 Time-Based Restricted Stock Unit Award Agreement under the NCR Atleos Corporation 2024 Stock Incentive Plan, subject to the terms and conditions of such programs;
(f) vest and pay to Employee the equivalent amount of 2,907 shares of performance-based restricted stock units constituting a prorated portion of her 2024 Annual Equity Award pursuant to her February 16, 2024 Performance-Based Restricted Stock Unit Award Agreement under the NCR Atleos Corporation 2024 Stock Incentive Plan, subject to the terms and conditions of such programs;
(g) pay the premiums and other necessary costs associated with maintaining Employee’s presently elected term-life insurance coverage for twelve (12) consecutive months immediately following the Separation Date; Exhibit 10.1
(h) to arrange for Employee to receive outplacement services provided by Right Management, provided that Employee requests and commences such services within ninety (90) calendar days immediately following the Separation Date (note that Employee shall not be entitled to obtain cash in lieu of such services);
(i) payment of attorneys’ fees in the amount of $7,500.00, as a one-time, lump-sum payment, less all applicable and legally required withholdings and deductions, to be paid out on the Company’s first regularly scheduled payroll date after the Separation Date in accordance with the Company’s standard payroll practices; and
(j) all other employment benefits received by Employee shall cease to be effective on the Separation Date, subject to Employee’s right to continuation coverage under Employee’s group health insurance pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”), provided that Employee timely elects such coverage on her own accord. The Company will pay you Employee’s COBRA premium applicable to Employee for comparable coverage under the total gross amount Company’s group medical plan for a period of $182,200 during the anticipated twelve-month period up to eighteen (18) consecutive months immediately following the Employment Separation Date (the "Separation Payments"), which is equivalent to twelve months of your current annual salary and monthly car allowance. The Separation Payments will be paid in equal periodic amounts on the regular pay dates of the Company, subject to all legally-required deductions.
(b) After the Employment Separation Date, you will have the opportunity to extend your health plan benefits, pursuant to the Company's procedures to elect continued coverage through COBRA, and you will be solely responsible for timely election of coverage and payment of premium amounts pursuant to COBRA. During the twelve-month period beginning on the Employment Separation Date, the Company will reimburse you for your health plan benefit premiums, at the same benefit level which you had as of the Resignation Date (the "Health Plan Premiums").
(c) In response to reference requests received by the Company from prospective employers, the Company generally will confirm your dates of employment and last position held. If you wish to authorize the Company to release any additional information about your employment, then you agree to provide me with a specific written request to release such information in response to which the Company agrees to provide information about your actual written performance appraisals dated October 1, 2000, April 1, 2002; and May 1, 2004; provided, however, that you understand if at any time during the eighteen (18) consecutive month period Employee becomes entitled to receive health insurance from a subsequent employer, the Company’s obligations under this Section 3(j) shall terminate immediately. Information about COBRA continuation coverage will be provided to Employee under separate cover at a later date or by Employee’s insurance provider.
(k) Employee acknowledges that the amounts payable pursuant to Section 3(d), (e) and agree that you may not accept outside employment prior (f) above will be payable in the form of a net number of shares of common stock of the Company after the Company withholds shares equal to the Employment Separation Date absent advance written authorization from me. The Company does amount required to be withheld in order to satisfy applicable tax withholding by the Company.
(l) Employee acknowledges and agrees that Employee is not require eligible for any payments or expect you to seek other employment during the period in which you are receiving compensation under this Agreement, and your compensation under this Agreement will not be reduced by any compensation you may earn from other sources during the period you are receiving compensation under this Agreement. You agree that the Separation Payments and Health Plan Premiums shall be the sole amounts paid to you after the Employment Separation Date, and you must confirm at that time, by signing this Agreement again, that you have been paid all wages due and owing to you from the Company through the Employment Separation Date, and that, benefits other than as expressly provided in this Agreement, you shall have no entitlement or claim to Agreement and expressly acknowledges that she is not eligible for any further compensation or benefits from additional equity interests other than the Company, including, without limitation, salary, bonuses, incentive compensation, stock, stock options, accrued vacation payments, severance pay, unvested pension benefits, employer-paid health benefits, fringe benefits, expense reimbursements, or any other employment benefits The Separation Payments and Health Plan Premiums shall be in lieu of any other obligation of the Company for separation pay, severance pay, or any other termination-related payment to you. Should you fail to comply with the terms of this Agreement, including, for example, failing to re-execute this Agreement on the Employment Separation Date or failing to comply with any of the terms of this Agreement after the Employment Separation Date, then all of the Company's payment obligations under this Agreement will terminate immediately. The termination provisions of this section do not limit in any way the Company's remedies provided in other provisions of this Agreement, all such remedies being cumulative. The Company's decision to discontinue these payments and benefits to you under this section shall not affect the remaining obligations and benefits of this Agreementinterests already owned by Employee.
Appears in 1 contract
Separation Payments. In further consideration Except to the extent provided in Article 4 and Section 6.08, Executive shall be entitled to the benefits set forth below (the "Separation Benefits") upon termination of your entering into and complying fully with this Agreement, and specifically conditioned upon your re-execution of this Agreement on the Employment Separation Date, the Company also agrees to provide you the following separation benefitsemployment:
(a) The Company will pay you Upon any termination of employment including by reason of death or Disability, Executive's voluntary termination of employment (with or without Good Reason) or upon involuntary termination of Executive's employment by the total gross amount Company, Executive shall be entitled to:
(i) Executive’s earned but unpaid Base Salary and other vested but unpaid cash entitlements (including any earned but unpaid cash Annual Bonus for the performance year prior to the year in which Executive terminates employment) for the period through and including the date of $182,200 during the anticipated twelve-month period immediately following the Employment Separation Date termination of Executive’s employment (other than entitlements referenced in Section 3.02(b) below) (the "Separation Payments"“Accrued Compensation”); and
(ii) Executive’s other vested benefits earned by Executive for the period through and including the date of Executive’s termination of employment, which is equivalent to twelve months of your current annual salary and monthly car allowance. The Separation Payments will shall be paid in equal periodic amounts on accordance with the regular pay dates terms of the Companyapplicable plans, subject to all legally-required deductionsprograms or arrangements (the “Accrued Benefits”).
(b) After Upon a Qualifying Event, the Employment Separation Company shall pay Executive in addition to the amounts set forth in Section 3.02(a) above:
(i) Cash compensation through the second anniversary of such Qualifying Event (the "Payment Period") in equal installments during the Payment Period in accordance with the applicable Company payroll, in an aggregate amount equal to two times the sum of (y) the highest Base Salary in effect during the six-month period immediately prior to the time of such termination of employment and (z) the Executive’s target Annual Bonus opportunity for the year of termination of employment, on the condition that Executive has delivered to the Company a release substantially in the form as attached hereto as Exhibit A (with such changes as may be required under applicable law) of any employment-related claims, provided that this release must be signed within 30 days after the Executive’s separation from service and any payment that otherwise would be made within such 30-day period shall by paid at the expiration of such 30-day period with interest at the Stated Interest Rate (as defined below), subject to Executive’s execution of such release;
(ii) A “Pro-Rata Bonus Amount” for the year of Executive’s termination of employment calculated as Executive’s Annual Bonus opportunity multiplied by a fraction, the numerator of which is the number of days in the year through the date of Executive’s termination of employment and the denominator of which is 365, provided that, to the extent 162(m) is applicable to such payment, the minimum 162(m) performance criteria established under the Aetna Inc. Annual Incentive Plan (162(m)) or any such successor plan applicable to Executive with respect to such year are satisfied. In the event that Executive’s termination of employment occurs prior to the determination of performance criteria applicable to the performance period for the year of Executive’s termination of employment, the performance criteria applicable to Executive in respect of the pro-rata bonus shall be at least as favorable to Executive as the most favorable performance criteria applicable for that year to any award to a named executive officer of the Company, within the meaning of Section 402(a)(3) of Regulation S-K. Payment of this pro-rata bonus amount, if any, shall be made to Executive within 45 days following the completion of the performance period in which Executive’s termination of employment occurs; and
(iii) With respect to equity awards made before or after the Effective Date, you will have Executive shall be treated as eligible for “retirement” under the opportunity vesting and exercise terms of any such equity award. To the extent that Executive is a “Specified Employee” within the meaning of Section 409A of the Code at the time of her separation from service, to extend your health plan benefitsthe extent required by Section 409A and the regulations issued thereunder, the payments to which Executive would otherwise be entitled during the first six months following her separation of service shall be deferred and accumulated for a period of six months and paid in a lump sum on the first day of the seventh month with the seventh month’s payment, with interest on such deferred compensation at the rate paid pursuant to the Company's procedures to elect continued coverage through COBRA, and you will be solely responsible for timely election of coverage and payment of premium amounts pursuant to COBRA. During the twelve-month period beginning on the Employment Separation Date, the Company will reimburse you for your health plan benefit premiums, at the same benefit level which you had as of the Resignation Date (the "Health Plan Premiums").
(c) In response to reference requests received by the Company from prospective employers, the Company generally will confirm your dates of employment and last position held. If you wish to authorize the Company to release any additional information about your employment, then you agree to provide me with a specific written request to release such information in response to which the Company agrees to provide information about your actual written performance appraisals dated October 1, 2000, April 1, 2002; and May 1, 2004; provided, however, that you understand and agree that you may not accept outside employment prior to the Employment Separation Date absent advance written authorization from me. The Company does not require or expect you to seek other employment during the period in which you are receiving compensation under this Agreement, and your compensation under this Agreement will not be reduced by any compensation you may earn from other sources during the period you are receiving compensation under this Agreement. You agree that the Separation Payments and Health Plan Premiums shall be the sole amounts paid to you after the Employment Separation Date, and you must confirm at that time, by signing this Agreement again, that you have been paid all wages due and owing to you from the Company through the Employment Separation Date, and that, other than as expressly provided in this Agreement, you shall have no entitlement or claim to any further compensation or benefits from the Company, including, without limitation, salary, bonuses, incentive compensation, stock, stock options, accrued vacation payments, severance pay, unvested pension benefits, employer-paid health benefits, fringe benefits, expense reimbursements, or any other employment benefits The Separation Payments and Health Plan Premiums shall be in lieu of any other obligation of the Company for separation pay, severance pay, or any other termination-related payment to you. Should you fail to comply with the terms of this Agreement, including, for example, failing to re-execute this Agreement on the Employment Separation Date or failing to comply with any of the terms of this Agreement after the Employment Separation Date, then all stable value fund of the Company's payment obligations under this Agreement will terminate immediately. The termination provisions ’s 401(k) plan or, if such fund no longer exists, the fund with the investment criteria most clearly comparable to that of this section do not limit in any way such fund (the Company's remedies provided in other provisions of this Agreement, all such remedies being cumulative. The Company's decision to discontinue these payments and benefits to you under this section shall not affect the remaining obligations and benefits of this Agreement“Stated Interest Rate”).
Appears in 1 contract
Separation Payments. (a) In further consideration connection with the conclusion of your entering into and complying fully with this Agreement, and specifically conditioned upon your re-execution of this Agreement the Executive’s employment on the Employment Separation Date, the Company also agrees Executive will be entitled to provide you the following separation benefits:
(a) The Company will pay you Accrued Amounts, which amounts shall be payable to the total gross amount of $182,200 during Executive in accordance with the anticipated twelve-month period immediately following applicable provisions in the Employment Separation Date (Agreement. In addition to the "Separation Payments"), which is equivalent to twelve months of your current annual salary and monthly car allowance. The Separation Payments will be paid in equal periodic amounts on the regular pay dates of the CompanyAccrued Amounts, subject to all legally-required deductions.
(bx) After the Employment Separation Date, you will have the opportunity to extend your health plan benefits, pursuant to the Company's procedures to elect Executive’s continued coverage through COBRA, and you will be solely responsible for timely election of coverage and payment of premium amounts pursuant to COBRA. During the twelve-month period beginning on the Employment Separation Date, the Company will reimburse you for your health plan benefit premiums, at the same benefit level which you had as of the Resignation Date (the "Health Plan Premiums").
(c) In response to reference requests received by the Company from prospective employers, the Company generally will confirm your dates of employment and last position held. If you wish to authorize the Company to release any additional information about your employment, then you agree to provide me with a specific written request to release such information in response to which the Company agrees to provide information about your actual written performance appraisals dated October 1, 2000, April 1, 2002; and May 1, 2004; provided, however, that you understand and agree that you may not accept outside employment prior to the Employment Separation Date absent advance written authorization from me. The Company does not require or expect you to seek other employment during the period in which you are receiving compensation under this Agreement, and your compensation under this Agreement will not be reduced by any compensation you may earn from other sources during the period you are receiving compensation under this Agreement. You agree that the Separation Payments and Health Plan Premiums shall be the sole amounts paid to you after the Employment Separation Date, and you must confirm at that time, by signing this Agreement again, that you have been paid all wages due and owing to you from the Company through the Employment Separation Date, and that, other than as expressly provided in this Agreement, you shall have no entitlement or claim to any further compensation or benefits from the Company, including, without limitation, salary, bonuses, incentive compensation, stock, stock options, accrued vacation payments, severance pay, unvested pension benefits, employer-paid health benefits, fringe benefits, expense reimbursements, or any other employment benefits The Separation Payments and Health Plan Premiums shall be in lieu of any other obligation of the Company for separation pay, severance pay, or any other termination-related payment to you. Should you fail to comply compliance with the terms of this Agreement, including, without limitation, the terms of the Restrictive Covenant and Cooperation Provisions (as defined below), (y) the Executive’s provision of the Transition Services during the Transition Period and (z) the Executive’s timely execution, delivery and non-revocation of the Release of Claims attached hereto as Exhibit B (the “Release”) (as further discussed in Section 6), the Executive will be entitled to the following payments and benefits (collectively, the “Severance Consideration”) in full satisfaction of his rights in connection with a termination by the Company without Cause under Section 8(d) of the Employment Agreement:
(i) an amount equal to $3,556,800 (representing two (2) times the sum of (A) the Executive’s Base Salary (at the highest rate in effect in the six (6) month period preceding the date of this Agreement) and (B) the Executive’s average Annual Bonus over the 2022 and 2023 fiscal years), which amount shall be payable in substantially equal installments in accordance with the Company’s normal payroll policies commencing within thirty (30) days following the Separation Date, and continuing for exampletwenty-four (24) consecutive months thereafter (the “Severance Term”);
(ii) a pro-rata portion of the Executive’s Annual Bonus for the 2024 calendar year based on actual results for such year (provided that any applicable subjective performance criteria shall be deemed achieved at target) (determined by multiplying the amount of such bonus which would be due for the full year by a fraction, failing the numerator of which is the number of full or partial months during the 2024 year that the Executive served as Chief Executive Officer and the denominator of which is twelve (12)), payable within thirty (30) days following the Separation Date (the “Pro-Rata Bonus”);
(iii) subject to re(A) the Executive’s timely election of continuation coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”) and (B) the Executive’s continued copayment of premiums at the same level and cost to the Executive as if the Executive were an employee of the Company (excluding, for purposes of calculating cost, an employee’s ability to pay premiums with pre-execute this Agreement tax dollars), continued participation in the Company’s group health plan (to the extent permitted under applicable law and the terms of such plan) which covers the Executive (and the Executive’s eligible dependents) for a period of twelve (12) months following the Separation Date at the Company’s expense, provided that the Executive is eligible and remains eligible for COBRA coverage; provided, further, that the Company may modify such continuation coverage to the extent reasonably necessary to avoid the imposition of any excise taxes on the Employment Separation Date or failing Company for failure to comply with the nondiscrimination requirements of the Patient Protection and Affordable Care Act of 2010, as amended, and/or the Health Care and Education Reconciliation Act of 2010, as amended (to the extent applicable); and provided, further, that in the event that the Executive obtains other employment that offers group health benefits, such continuation of coverage by the Company hereunder shall immediately cease; and
(iv) for twelve (12) months following the Separation Date, the Executive will have access to Company-provided outplacement services at a level commensurate with the Executive’s position in accordance with the Company’s practices as in effect from time to time; provided, however, that the foregoing payments and benefits shall be subject to the terms set and conditions set forth in Section 8(e) of the Employment Agreement.
(b) The Executive acknowledges and agrees that he shall not be entitled to any of further separation payments or other termination benefits under the terms of this Agreement after the Employment Separation DateAgreement or otherwise, then all except as for the benefits expressly provided herein. The Executive further acknowledges and agrees that the Pro Rata Bonus shall constitute the Executive’s sole entitlement to an Annual Bonus in respect of the Company's payment obligations under this Agreement will terminate immediately. The termination provisions of this section do not limit in any way the Company's remedies provided in other provisions of this Agreement, all such remedies being cumulative. The Company's decision to discontinue these payments and benefits to you under this section shall not affect the remaining obligations and benefits of this Agreement2024 calendar year.
Appears in 1 contract
Separation Payments. In further consideration of your entering into the covenants set forth herein and complying fully with this Agreement, the Effective Date and specifically conditioned upon your rethe Re-execution of this Agreement on the Employment Separation Execution Effective Date, the Company also agrees to will provide you with the following separation benefits:payments and benefits (collectively, the “Separation Payments”):
(a) The Company will pay you the total gross an aggregate amount of $182,200 during 1,691,000 (the anticipated twelve-month period immediately “Severance”), less all applicable withholdings and authorized or required deductions, which will be paid to you in installments, with the first installment of $845,500 paid on the sixtieth (60th) calendar day following the Employment Separation Date (provided that the "Separation Payments"Re-Execution Effective Date occurs), which is equivalent to twelve months of your current annual salary and monthly car allowance. The Separation Payments will be the remaining $845,500 paid in equal periodic amounts installments of $211,375 on the regular pay dates each of the Companythree, subject to all legally-required deductions.four, five and six month anniversaries of the Separation Date;
(b) After the Employment Separation Date, you will have the opportunity to extend your health plan benefits, pursuant to the extent you timely elect COBRA continuation coverage under the Company's procedures to elect continued coverage through COBRA, and you will be solely responsible for timely election of coverage and payment of premium amounts pursuant to COBRA. During the twelve-month period beginning on the Employment Separation Date’s group insurance plans, the Company will reimburse you for your health plan benefit premiums, at the same benefit level which amount of COBRA continuation premiums (less required co-pay) until the earlier of (i) 12 months following the Separation Date and (ii) such time as you had as of are no longer eligible for COBRA continuation coverage (with you being required to notify the Resignation Date (the "Health Plan Premiums"Company within one week after becoming eligible for group medical coverage from another employer).;
(c) In response to reference requests received by the Company from prospective employerswill reimburse you for (i) financial counseling services for 12 months following the Separation Date, subject to a maximum benefit of $30,000, and (ii) outplacement counseling services for 12 months following the Company generally Separation Date, subject to a maximum benefit of $30,000. You will confirm be responsible for selecting any financial counseling advisors and any outplacement services providers;
(d) the option to purchase 88,000 shares of the Company’s Common Stock that was granted to you under the Company’s Management Incentive Plan and the Stock Option Award Agreement thereunder, dated as of May 4, 2017 (the “Option Agreement”), will fully vest on the Separation Date and will remain exercisable until it expires on the second anniversary of the Separation Date;
(e) at your dates election as indicated on the signature page hereto (provided that the Re-Execution Effective Date occurs), either (i) a cash payment of employment $207,384, less all applicable withholdings and last position held. If you wish to authorize authorized or required deductions, or (ii) 29,333 shares of the Company to release any additional information about your employmentCompany’s Common Stock, then you agree to provide me with a specific written request to release paid or delivered, as applicable, on the sixtieth (60th) calendar day following the Separation Date; provided that such information in response to which the Company agrees to provide information about your actual written performance appraisals dated October 1shares, 2000if applicable, April 1, 2002; and May 1, 2004; provided, however, that you understand and agree that you may not accept outside employment be sold, assigned, conveyed, gifted, pledged, hypothecated or otherwise transferred in any manner, other than by will or the laws of descent or distribution, prior to the Employment third anniversary of the Separation Date absent advance written authorization from meDate; and
(f) in the event that a Change of Control (as defined in the Company’s Management Incentive Plan) occurs on or prior to October 27, 2018, the 58,667 shares of the Company’s Common Stock covered by the award of restricted stock units granted to you under the Company’s Management Incentive Plan and the Restricted Stock Unit Award Agreement thereunder, dated as of May 4, 2017 (the “RSU Agreement”), that were scheduled to vest in installments of 29,333 shares on May 4, 2019 and 29,334 shares on May 4, 2020 will immediately be 100% vested. The Company does not require or expect you to seek other employment during This arrangement supersedes Section 2(c) of the period in which you are receiving compensation under this RSU Agreement, and your compensation under this Agreement which would provide for immediate forfeiture of the unvested restricted stock units upon the Separation Date. For clarity, you will not be reduced eligible to vest in the 29,333 shares covered by any compensation you may earn from other sources during the period you are receiving compensation under this Agreement. You agree RSU Agreement that the Separation Payments and Health Plan Premiums shall be the sole amounts paid were scheduled to you after the Employment Separation Datevest on May 4, 2018, and you must confirm at the 58,667 shares covered by the RSU Agreement that timewere scheduled to vest in installments on May 4 of 2019 and 2020 will only become vested in the event that a Change of Control occurs on or prior to October 27, by signing this Agreement again, that you have been paid all wages due and owing to you from the Company through the Employment Separation Date, and that, other than as expressly provided in this Agreement, you shall have no entitlement or claim to any further compensation or benefits from the Company, including, without limitation, salary, bonuses, incentive compensation, stock, stock options, accrued vacation payments, severance pay, unvested pension benefits, employer-paid health benefits, fringe benefits, expense reimbursements, or any other employment benefits The Separation Payments and Health Plan Premiums shall be in lieu of any other obligation of the Company for separation pay, severance pay, or any other termination-related payment to you. Should you fail to comply with the terms of this Agreement, including, for example, failing to re-execute this Agreement on the Employment Separation Date or failing to comply with any of the terms of this Agreement after the Employment Separation Date, then all of the Company's payment obligations under this Agreement will terminate immediately. The termination provisions of this section do not limit in any way the Company's remedies provided in other provisions of this Agreement, all such remedies being cumulative. The Company's decision to discontinue these payments and benefits to you under this section shall not affect the remaining obligations and benefits of this Agreement2018.
Appears in 1 contract
Separation Payments. In further consideration Except to the extent provided in Section 5.09 and Section 5.18, Executive shall be entitled to the benefits set forth below (the “Separation Benefits”) upon termination of your entering into and complying fully with this Agreement, and specifically conditioned upon your re-execution of this Agreement on the Employment Separation Date, the Company also agrees to provide you the following separation benefitsemployment:
(a) The Company will pay you Upon any termination of employment including by reason of death or Disability, Executive’s voluntary termination of employment with or without Good Reason or upon termination of Executive’s employment with or without Cause, Executive shall be entitled to:
(i) Executive’s earned but unpaid Base Salary and other vested but unpaid cash entitlements (including any earned but unpaid cash annual bonus for the total gross amount performance year prior to the year in which Executive terminates employment) for the period through and including the date of $182,200 during the anticipated twelve-month period immediately following the Employment Separation Date termination of Executive’s employment (other than entitlements referenced in Section 3.03(b) below) (the "Separation Payments"“Accrued Compensation”); and
(ii) Executive’s other vested benefits earned by Executive for the period through and including the date of Executive’s termination of employment, which is equivalent to twelve months of your current annual salary and monthly car allowance. The Separation Payments will shall be paid in equal periodic amounts on accordance with the regular pay dates terms of the Companyapplicable plans, subject to all legally-required deductionsprograms or arrangements (the “Accrued Benefits”).
(b) After Upon a Qualifying Event, the Employment Separation Date, you will have the opportunity to extend your health plan benefits, pursuant Company shall pay Executive in addition to the Company's procedures amounts set forth in Section 3.03(a) above:
(i) Cash compensation through the second anniversary of such Qualifying Event (the “Payment Period”) in equal installments during the Payment Period in accordance with the applicable Company payroll, in an amount equal to elect continued coverage through COBRA, and you will be solely responsible for timely election two times the sum of coverage and payment of premium amounts pursuant to COBRA. During (y) the twelvehighest Base Salary in effect during the six-month period beginning immediately prior to the time of such termination and (z) Executive’s Target Cash Bonus Opportunity (as defined below), on the Employment Separation Date, condition that Executive has delivered to the Company will reimburse you for your health plan benefit premiums, at a release substantially in the same benefit level which you had form as attached hereto as Exhibit A (with such changes as may be required under applicable law) of the Resignation Date (the "Health Plan Premiums").
(c) In response to reference requests received by the Company from prospective employers, the Company generally will confirm your dates of employment any employment-related claims and last position held. If you wish to authorize the Company to that such release any additional information about your employment, then you agree to provide me with a specific written request to release such information in response to which the Company agrees to provide information about your actual written performance appraisals dated October 1, 2000, April 1, 2002; becomes effective and May 1, 2004irrevocable; provided, however, that you understand the release must be signed within 30 days after Executive’s separation from service and agree any payment that you may otherwise would be made within such 30-day period shall by paid at the expiration of such 30-day period with interest at the Stated Interest Rate (as defined below), subject to Executive’s execution of such release; and
(ii) A pro-rata bonus amount for the year of Executive’s termination of employment calculated as Executive’s Target Cash Bonus Opportunity multiplied by a fraction, the numerator of which is the number of days in the year through the date of Executive’s termination of employment and the denominator of which is 365, provided that, to the extent 162(m) of the Code would apply to limit the Company’s deduction for such payment, the minimum 162(m) performance criteria established under the Aetna Inc. Annual Incentive Plan (162(m) or any such successor plan applicable to Executive with respect to such year are satisfied (this proviso shall not accept outside apply in the event that the payment is subject to Section 162(m)(6) of the Code). In the event that Executive’s termination of employment occurs prior to the Employment Separation Date absent advance written authorization from me. The Company does not require or expect you determination of performance criteria applicable to seek other employment during the performance period for the year of Executive’s termination of employment, the performance criteria applicable to Executive in respect of the pro-rata bonus shall be at least as favorable to Executive as the most favorable performance criteria applicable for that year to any award to a named executive officer of the Company, within the meaning of Section 402(a)(3) of Regulation S-K. Payment of this pro-rata bonus amount, if any, shall be made to Executive within 45 days following the completion of the performance period in which you are receiving compensation under this AgreementExecutive’s termination of employment occurs.
(iii) To the extent that Executive is a “Specified Employee” within the meaning of Section 409A of the Code at the time of his separation from service, to the extent required by Section 409A and your compensation under this Agreement will not the regulations issued thereunder, the payments to which Executive would otherwise be reduced by any compensation you may earn from other sources entitled during the period you are receiving compensation under this Agreement. You agree that the Separation Payments and Health Plan Premiums first six months following his separation of service shall be deferred and accumulated for a period of six months and paid in a lump sum on the sole amounts paid to you after the Employment Separation Date, and you must confirm at that time, by signing this Agreement again, that you have been paid all wages due and owing to you from the Company through the Employment Separation Date, and that, other than as expressly provided in this Agreement, you shall have no entitlement or claim to any further compensation or benefits from the Company, including, without limitation, salary, bonuses, incentive compensation, stock, stock options, accrued vacation payments, severance pay, unvested pension benefits, employer-paid health benefits, fringe benefits, expense reimbursements, or any other employment benefits The Separation Payments and Health Plan Premiums shall be in lieu of any other obligation first day of the Company for separation pay, severance pay, or any other termination-related payment to you. Should you fail to comply seventh month with the terms of this Agreementseventh month’s payment, including, for example, failing with interest on such deferred compensation at the rate paid pursuant to re-execute this Agreement on the Employment Separation Date or failing to comply with any of the terms of this Agreement after the Employment Separation Date, then all stable value fund of the Company's payment obligations under this Agreement will terminate immediately. The termination provisions ’s 401(k) plan or, if such fund no longer exists, the fund with the investment criteria most clearly comparable to that of this section do not limit in any way such fund (the Company's remedies provided in other provisions of this Agreement, all such remedies being cumulative. The Company's decision to discontinue these payments and benefits to you under this section shall not affect the remaining obligations and benefits of this Agreement“Stated Interest Rate”).
Appears in 1 contract
Separation Payments. (a) In further consideration the event of your entering into and complying fully with this Agreement, and specifically conditioned upon your re-execution termination of this Agreement on the Employment Separation DatePeriod upon the death or Disability of the Executive, the Company also agrees shall promptly pay to provide you Executive (i) all sums in respect of Base Salary and benefits accrued and unpaid to the following separation benefits:
date of termination (aii) The the 2001 Guaranteed Bonus and the 2002 Guaranteed Bonus, if not previously paid, on the dates those bonuses would have otherwise been payable, and (iii) if the Company will pay you meets the total gross amount Performance Targets for the fiscal year in which such termination takes place, a share of $182,200 during the anticipated twelvePerformance Target-month related bonus that the Executive would otherwise have received, such share to be proportional to the period immediately following of the fiscal year covered by the Employment Separation Date (the "Separation Payments")Period. Executive shall not be entitled to receive her Base Salary, which is equivalent to twelve months of your current annual salary and monthly car allowance. The Separation Payments will be paid in equal periodic amounts on the regular any severance pay dates or any fringe benefits for periods after such termination of the Company, subject to all legally-required deductionsEmployment Period upon death or Disability.
(b) After In the event of termination of the Employment Separation Date, you will have Period by the opportunity to extend your health plan benefits, pursuant to the CompanyCompany for Cause or upon Executive's procedures to elect continued coverage through COBRA, and you will be solely responsible resignation (other than for timely election of coverage and payment of premium amounts pursuant to COBRA. During the twelve-month period beginning on the Employment Separation DateGood Reason), the Company will reimburse you for your health plan benefit premiums, at shall promptly pay to Executive all sums in respect of Base Salary and benefits accrued and unpaid to the same benefit level which you had as date of termination. Within five business days following a termination of the Resignation Date Employment Period by the Company for Cause or upon Executive's resignation (other than for Good Reason), the "Health Plan Premiums"Company may, in its sole discretion, notify the Executive in writing of its decision to release the Executive from her obligations under sections 6(a)-(c) of this Agreement. In the event the Company fails to elect to release the Executive as provided in the immediately preceding sentence, the Company shall continue to pay the Executive the Base Salary in effect on the date of termination through the last day of the Non-Competition Period (as defined in Section 6(a) of this Agreement). Except as provided in the immediately preceding sentence, Executive shall not be entitled to receive her Base Salary, any severance pay or any fringe benefits for periods after such termination of the Employment Period or any bonus not previously paid, irrespective of whether such bonus is guaranteed under this Agreement.
(c) In response to reference requests received If the Employment Period is terminated by the Company from prospective employerswithout Cause or by the Executive for Good Reason in accordance with Section 3(c), then (i) the Company generally will confirm your dates shall pay to Executive within 15 days of employment such termination an amount equal to the amount the Executive would have earned if she continued to receive the Base Salary in effect at the time of termination until the later of (A) the first anniversary of the effective date of termination, and last position held. If you wish to authorize (B) the third anniversary of the Commencement Date, (ii) the Company shall pay to release any additional information about your employmentExecutive within ten days thereof all sums accrued and unpaid to the date of termination, then you agree to provide me with a specific written request to release such information in response to which (iii) the 2001 Guaranteed Bonus and the 2002 Guaranteed Bonus, if not previously paid, on the dates those bonuses would have otherwise been payable, and (iv) the Company agrees shall pay to provide information about your actual written performance appraisals dated October 1Executive, 2000on or before March 31 of the following fiscal year, April 1a share of the Performance Target-related bonus that the Executive would otherwise have received, 2002; and May 1, 2004; provided, however, that you understand and agree that you may not accept outside employment prior such share to be in proportion to the period of the fiscal year covered by the Employment Separation Date absent advance written authorization from mePeriod. In the event that the Executive is terminated on or after the first anniversary of the Commencement Date, all amounts payable under this Section 4(c) shall be paid in a lump sum within 15 days of the effective date of termination. The Company does not require or expect you to seek other employment during the period in which you are receiving compensation under this Agreement, and your compensation under this Agreement will not be reduced by any compensation you may earn from other sources during the period you are receiving compensation under this Agreement. You agree that the Separation Payments and Health Plan Premiums shall be the sole amounts paid to you after the Employment Separation Date, and you must confirm at that time, by signing this Agreement again, that you have been paid all wages due and owing to you from the Company through the Employment Separation Date, and that, other than as expressly provided in this Agreement, you shall have no entitlement or claim to any further compensation or benefits from the Company, including, without limitation, salary, bonuses, incentive compensation, stock, stock options, accrued vacation payments, severance pay, unvested pension benefits, employer-paid health benefits, fringe benefits, expense reimbursements, or any other employment benefits The Separation Payments and Health Plan Premiums shall be in lieu of any other obligation of the Company for separation pay, severance pay, or any other termination-related payment to you. Should you fail to comply with the terms of this Agreement, including, for example, failing to re-execute this Agreement on the Employment Separation Date or failing to comply with any of the terms of this Agreement after the Employment Separation Date, then all of the Company's payment obligations under this Agreement will terminate immediately. The termination provisions of this section do not limit Section 4(c) shall constitute Executive's sole and exclusive remedy in any way connection with termination of the Company's remedies provided in other provisions of this Agreement, all such remedies being cumulative. The Company's decision to discontinue these payments and benefits to you under this section shall not affect Employment Period by the remaining obligations and benefits of this AgreementCompany without Cause or by the Executive for Good Reason.
Appears in 1 contract
Samples: Employment Agreement (Delias Corp)
Separation Payments. In further consideration of your entering into Ecotality will pay to Read (“Separation Payments”) an amount equal to $29,340.50 per month, subject to all applicable federal and complying fully with this Agreementstate taxes and withholding, and specifically conditioned upon your re-execution of this Agreement to be paid out on the Employment Separation Date, Company’s regular pay cycle beginning on the Company also agrees to provide you the following separation benefits:
(a) The Company will pay you the total gross amount of $182,200 during the anticipated twelve-month period immediately first payroll cycle following the Employment eighth day after the Separation Date (the "“Acceptance Date”) and continuing until October 31, 2013, provided that Read has not revoked this Agreement before such Acceptance Date. If Read dies before all Separation Payments"Payments are made under this Section 3(a), which is equivalent to twelve months of your current annual salary and monthly car allowance. The all remaining Separation Payments will be paid made to Read’s estate in equal periodic amounts a lump-sum on the regular pay dates sixtieth (60th) day after Read’s death; provided that the Company may delay such payments until it is provided with proof of Read’s death but, in the case of amounts subject to Section 409A, only within the time periods necessary to avoid the imposition of taxes under Section 409A. Read acknowledges that these payments exceed what a departing employee at his level is entitled to, and that said payments are made in consideration for the promises and obligations contained herein. Read acknowledges and agrees that the first installment of the Company, subject to all legally-required deductions.
(b) After the Employment Separation Date, you will have the opportunity to extend your health plan benefits, pursuant to the Company's procedures to elect continued coverage through COBRA, and you will be solely responsible Payment shall constitute adequate legal consideration for timely election of coverage and payment of premium amounts pursuant to COBRA. During the twelve-month period beginning on the Employment Separation Date, the Company will reimburse you for your health plan benefit premiums, at the same benefit level which you had as of the Resignation Date (the "Health Plan Premiums").
(c) In response to reference requests received by the Company from prospective employers, the Company generally will confirm your dates of employment and last position held. If you wish to authorize the Company to release any additional information about your employment, then you agree to provide me with a specific written request to release such information in response to which the Company agrees to provide information about your actual written performance appraisals dated October 1, 2000, April 1, 2002; and May 1, 2004; provided, however, that you understand and agree that you may not accept outside employment prior to the Employment Separation Date absent advance written authorization from me. The Company does not require or expect you to seek other employment during the period in which you are receiving compensation under this Agreement, and your compensation under this Agreement will not be reduced by any compensation you may earn from other sources during the period you are receiving compensation under this Agreement. You agree that the Separation Payments and Health Plan Premiums shall be the sole amounts paid to you after the Employment Separation Date, and you must confirm at that time, by signing this Agreement again, that you have been paid all wages due and owing to you from the Company through the Employment Separation Date, and that, other than as expressly provided his promises in this Agreement, you including the Release by Read in Section 6, and therefore if, during the period Read is receiving the Separation Payments, Read commits any act in contravention of Read’s covenants contained in the surviving provisions of the Employment Agreement, the Company shall have no entitlement not thereafter be obligated to pay any further Separation Payments (other than the first installment) to, or claim on behalf of, Read; provided that prior to any further compensation or benefits from termination of Separation Payments the CompanyCompany shall deliver a written notice to Read (the “Company Notice”) which identifies, includingin reasonable detail, without limitation, salary, bonuses, incentive compensation, stock, stock options, accrued vacation payments, severance pay, unvested pension benefits, employer-paid health benefits, fringe benefits, expense reimbursements, or any other employment benefits The the basis on which the Company believes it may terminate such Separation Payments and Health Plan Premiums Read shall be in lieu have a period of any other obligation thirty (30) days from the date of the Company for separation payNotice to cure any alleged breach or respond in writing to the Company describing, severance payin reasonable detail, or any other termination-related payment the basis on which Read believes the Company does not have grounds to you. Should you fail to comply with terminate Separation Payments (the terms of this Agreement, including, for example, failing to re-execute this Agreement on the Employment Separation Date or failing to comply with any of the terms of this Agreement “Employee Response”); provided further that if after the Employment end of such thirty (30) day period Read has not cured the alleged breach or the Company determines, in good faith after taking into account the Employee Response, that the basis for termination described in the Company Notice remains valid, the Company may, in its reasonable discretion, cease making any and all future Separation Date, then all of the Company's payment obligations under this Agreement will terminate immediately. The termination provisions of this section do not limit in any way the Company's remedies provided in other provisions of this Agreement, all such remedies being cumulative. The Company's decision to discontinue these payments and benefits to you under this section shall not affect the remaining obligations and benefits of this AgreementPayments.
Appears in 1 contract
Separation Payments. For the one-year period beginning on the day after the Termination Date and ending on the first anniversary of the Termination Date (the "Separation Pay Period"), you will continue to be entitled to your current annual base salary of One Hundred and Eighty Five Thousand Dollars ($185,000) per annum, which will be paid to you in accordance with the Company's standard payroll procedures (but in no event any less frequently than monthly), less any and all applicable withholdings. In further consideration addition, during the Separation Pay Period you will be paid an expense allowance of Nine Thousand Dollars ($9,000) as provided for in Section 2(e) of the Employment Agreement. For convenience, this expense allowance will be paid to you in regular installments as if it were part of (but in addition to) your entering into and complying fully with this Agreementsalary. Also, you will be entitled to receive (x) if any, an annual bonus pursuant to Section 2(b) of the Employment Agreement relating in any manner to fiscal year 2007 (irrespective of payment date) in an amount equal to such bonus paid to any other Company executive officer, and specifically conditioned upon (y) in the event the Acquisition and Merger are consummated, a special transaction bonus recognizing your re-execution efforts with regard to the Acquisition and the Merger in an amount equal to $50,000. Notwithstanding the preceding paragraph, in order to comply with Section 409A of the Internal Revenue Code ("Section 409A"), no payment under this Agreement on the Employment Separation Date, the Company also agrees Section 2(a) will be made to provide you the following separation benefits:
(a) The Company will pay you the total gross amount of $182,200 during the anticipated twelvesix-month period immediately following the Employment Separation Date (Termination Date. Instead, on the "Separation Payments")first day of the seventh month following the Termination Date, which is equivalent all amounts that otherwise would have been paid to twelve months you during that six-month period, but were not due as a result of your current annual salary and monthly car allowance. The Separation Payments this provision, will be paid to you in equal periodic amounts on a single lump-sum payment (without any interest with respect to that six-month period). This six-month delay will cease to be applicable if you die before the regular pay dates of the Company, subject to all legally-required deductions.
(b) After the Employment Separation Date, you will have the opportunity to extend your health plan benefits, pursuant to the Company's procedures to elect continued coverage through COBRA, and you will be solely responsible for timely election of coverage and payment of premium amounts pursuant to COBRA. During the twelvesix-month period beginning on has elapsed. In the Employment Separation Date, the Company will reimburse you for your health plan benefit premiums, at the same benefit level which you had as of the Resignation Date (the "Health Plan Premiums").
(c) In response to reference requests received event that any subsequent guidance or clarification is issued by the Company from prospective employers, the Company generally will confirm your dates of employment and last position held. If you wish to authorize Internal Revenue Service or Treasury Department that allows the Company to release any additional information about your employmentdefinitively conclude that 409A's six-month wait or a portion thereof is not applicable in this instance, then you agree to provide me with a specific written request to release such information in response to which including because the Company agrees to provide information about your actual written performance appraisals dated October 1, 2000, April 1, 2002; and May 1, 2004; provided, however, that you understand and agree that you may not accept outside employment prior to the Employment Separation Date absent advance written authorization from me. The Company does not require or expect you to seek other employment during the period in which you are receiving compensation under this Agreement, and your compensation under this Agreement will not be reduced by any compensation you may earn from other sources during the period you are receiving compensation under this Agreement. You agree that the Separation Payments and Health Plan Premiums shall be the sole amounts paid to you after the Employment Separation Date, and you must confirm at that time, by signing this Agreement again, that you have been paid all wages due and owing to you from the Company through the Employment Separation Date, and that, other than as expressly provided in this Agreement, you shall have no entitlement or claim to any further compensation or benefits from the Company, including, without limitation, salary, bonuses, incentive compensation, stock, stock options, accrued vacation payments, severance pay, unvested pension benefits, employer-paid health benefits, fringe benefits, expense reimbursements, or any other employment benefits The Separation Payments and Health Plan Premiums shall be in lieu of any other obligation of the Company for separation pay, severance pay, or any other termination-related payment to you. Should you fail to comply with the terms of this Agreement, including, for example, failing to re-execute this Agreement on the Employment Separation Date or failing to comply with any of the terms of this Agreement after the Employment Separation Date, then all of the Company's payment obligations under this Agreement are actually exempt from 409A rather than subject to 409A, then the Company hereby agrees that it will terminate immediately. The termination provisions amend this agreement to eliminate the maximum affected portion of this section do not limit in any way the Company's remedies provided in other provisions of this Agreement, all such remedies being cumulative. The Company's decision to discontinue these payments and benefits to you under this section shall not affect the remaining obligations and benefits of this Agreementsix-month wait.
Appears in 1 contract
Samples: Separation Agreement (Goamerica Inc)
Separation Payments. In further connection with the termination of your employment with the Company, and in consideration of your entering into obligations and complying fully with agreements set forth in this Letter Agreement, and specifically conditioned upon your re-execution of this Agreement on the Employment Separation Date, the Company also agrees you will be entitled to provide you the following separation benefits:payments and benefits (in each case, less applicable tax withholdings):
(a) The Company will pay you you, promptly after the total gross amount of $182,200 during date the anticipated twelve-month period immediately following the Employment Separation Date release in Paragraph 4 below becomes effective (the "Separation PaymentsRelease Effective Date"), which is equivalent based on the terms of this Letter Agreement will be prior to twelve months March 15, 2020, a cash lump payment equal to the sum of one times (i) your current annual base salary ($450,000) and monthly car allowance(ii) a bonus (the “Bonus”) equal to $450,000 multiplied by a fraction (but in no event greater than 1) the numerator of which is the number of calendar days in 2019 prior to and including the Termination Date and the denominator of which is 365. The Separation Payments will Bonus shall be paid in equal periodic amounts on the regular pay dates lieu of the Company, subject to all legally-required deductionsTermination Bonus due under the Severance Agreement.
(b) After The Company will pay you, promptly after the Employment Separation Release Effective Date, you will have the opportunity to extend your health plan benefitsa cash lump sum of $20,970.96, pursuant which is equal to the Company's procedures to elect continued coverage through COBRAsum of 12 months of company contributions for group life, long-term disability and you will be solely responsible for timely election of coverage and payment of premium amounts pursuant to COBRA. During the twelve-month period beginning on the Employment Separation Date, the Company will reimburse you for your health plan benefit premiums, at the same benefit level which you had as of the Resignation Date (the "Health Plan Premiums")insurance benefits.
(c) In response Pursuant to reference requests received by the Company from prospective employers, the Company generally will confirm your dates of employment and last position held. If you wish to authorize the Company to release any additional information about your employment, then you agree to provide me with a specific written request to release such information in response to which the Company agrees to provide information about your actual written performance appraisals dated October 1, 2000, April 1, 2002; and May 1, 2004; provided, however, that you understand and agree that you may not accept outside employment prior to the Employment Separation Date absent advance written authorization from me. The Company does not require or expect you to seek other employment during the period in which you are receiving compensation under this Agreement, and your compensation under this Agreement will not be reduced by any compensation you may earn from other sources during the period you are receiving compensation under this Agreement. You agree that the Separation Payments and Health Plan Premiums shall be the sole amounts paid to you after the Employment Separation Date, and you must confirm at that time, by signing this Agreement again, that you have been paid all wages due and owing to you from the Company through the Employment Separation Date, and that, other than as expressly provided in this Agreement, you shall have no entitlement or claim to any further compensation or benefits from the Company, including, without limitation, salary, bonuses, incentive compensation, stock, stock options, accrued vacation payments, severance pay, unvested pension benefits, employer-paid health benefits, fringe benefits, expense reimbursements, or any other employment benefits The Separation Payments and Health Plan Premiums shall be in lieu of any other obligation of the Company for separation pay, severance pay, or any other termination-related payment to you. Should you fail to comply accordance with the terms of this Agreementthe Notice of Key Employee Incentive Plan Cash Award (the “XXXX Award”) dated August 24, including2018, for examplefollowing ratification of the 2019 revenue performance target achievements, failing if and to rethe extent achieved, the Company will promptly pay you a pro-execute this Agreement rated portion of the final installment of your XXXX Award based on time served, as calculated in the Employment Separation Date or failing notice and at the times set forth in the notice.
(d) Pursuant to comply and in accordance with any of the terms of this Agreement each of the Notice of Long Term Incentive Cash Award dated January 1, 2017 and the Notice of Long Term Incentive Cash Award dated June 2, 2016 (your “LTI Awards”), following certification of the achievement of the applicable targets, if and to the extent achieved, the Company will pay you a pro-rated portion of the unvested installments under the LTI Awards based on time served, as calculated in each notice and at the times set forth in each notice.
(e) Pursuant to and in accordance with the terms of the retention bonus letter agreement dated February 9, 2017, the Company shall pay you, promptly after the Employment Separation Termination Date, then all the second and final tranche of the Company's payment obligations retention bonus ($71,250) to the extent such amount remains unpaid as of the Termination Date.
(f) The Company will pay you, promptly after the Termination Date, a cash lump sum equal to (i) your base salary accrued through the Termination Date and (ii) any earned but unused vacation pay, in each case to the extent not previously paid.
(g) The Company will pay you, promptly after submission of appropriate expense documentation, reimbursement for any travel or business expenses through the Termination Date.
(h) The Company will continue to provide health and wellness benefits, including access to the Employee Assistance Program, through the end of the month of the Termination Date. You may elect to continue your health benefits beyond this date through COBRA by paying the required contribution. Pay Flex (888-678-7835) will notify you of your rights and elections.
(i) If earned under this Agreement will terminate immediately. The termination provisions the terms of this section do not limit in any way the Company's remedies provided in other provisions of this RSU Agreement, all such remedies being cumulativeor a portion of the Retention Award will accelerate and pay out on the Release Effective Date. March 26, 2019
(j) The Company will pay for the United States and Luxembourg tax preparation services for the 2018 tax year, using the Company's decision to discontinue these payments and benefits to you under this section shall not affect the remaining obligations and benefits of this Agreement’s preferred tax preparation service provider.
Appears in 1 contract
Separation Payments. In further consideration Upon your termination of your entering into and complying fully with this Agreementemployment, and specifically conditioned upon your re-execution of this Agreement on the Employment Separation Date, the Company also agrees you will be entitled to provide you the following separation benefits:payments and benefits (in each case, less applicable withholdings):
(a) The As set forth in Section 8(e) of the Employment Agreement, the Company will pay you the a total gross amount of $182,200 during the anticipated twelve-month period immediately following the Employment Separation Date 440,000 (the "your “Separation Payments"), ”) which is equivalent equal to twelve months of one (1) times your current base annual salary salary. As provided by your Employment Agreement and monthly car allowance. The Separation Payments applicable tax rules, $220,000 will be paid in equal periodic amounts a lump sum on the regular pay dates first regularly occurring payroll date following the six-month anniversary of your Termination Date, and the Company, subject to all legallyremaining payments will be paid in consecutive semi-required deductionsmonthly installments commencing on the first regularly occurring payroll date following the six-month anniversary of your Termination Date.
(b) After As set forth in Section 8(e) of the Employment Separation DateAgreement, you will remain eligible to receive a pro-rated portion of your Annual Bonus, based on the Annual Bonus that you would have been paid had you remained employed through December 31, 2015, prorated for the opportunity to extend your health plan benefits, pursuant to number of days you were employed by the Company during 2015 and payable within 30 days following the completion of the Company's procedures to elect continued coverage through COBRA, and you will be solely responsible ’s annual audited financial statements for timely election 2015;
(c) As set forth in Section 8(e) of coverage and payment of premium amounts pursuant to COBRA. During the twelve-month period beginning on the Employment Separation DateAgreement, the Company will reimburse pay you (i) your base salary through the Termination Date, (ii) reimbursement for your health plan benefit premiums, at the same benefit level which any unreimbursed business expenses incurred by you had as of the Resignation Date (the "Health Plan Premiums").
(c) In response to reference requests received by the in accordance with Company from prospective employers, the Company generally will confirm your dates of employment and last position held. If you wish to authorize the Company to release any additional information about your employment, then you agree to provide me with a specific written request to release such information in response to which the Company agrees to provide information about your actual written performance appraisals dated October 1, 2000, April 1, 2002; and May 1, 2004; provided, however, that you understand and agree that you may not accept outside employment policy prior to the Employment Separation Date absent advance written authorization from me. The Company does not require or expect you Termination Date, (iii) employee benefits, if any, as to seek other employment during the period in which you are receiving compensation have a vested right under this Agreement, the terms and your compensation under this Agreement will not be conditions of the Company’s employee benefit plans or policies (all reduced by any compensation amounts owed by you may earn from other sources during to the period Company) and (iv) your earned but unused vacation; and
(d) As set forth in Section 4 of the Option Agreement, dated May 15, 2013, by and between you are receiving compensation and the Company (the “Option Agreement”), your unvested options granted under this the Option Agreement (your “Option Grant”) will vest to the extent that they would have if you had remained employed through January 1, 2016 (and the remainder of your Option Grant will be forfeited), such that you will retain 672,914 vested Stock Options which will be exercisable as set forth in the Option Agreement. You agree that will only be entitled to receive the Separation Payments benefits in Paragraph 2(a) above if you sign this Letter Agreement, reaffirm the general release and Health Plan Premiums shall be the sole amounts paid to you waiver of claims on or after the Employment Separation Date, Termination Date and you must confirm at that time, by signing this Agreement again, that you have been paid all wages due and owing to you from the Company through the Employment Separation Date, and that, other than as expressly provided in this Agreement, you shall have no entitlement or claim to do not revoke any further compensation or benefits from the Company, including, without limitation, salary, bonuses, incentive compensation, stock, stock options, accrued vacation payments, severance pay, unvested pension benefits, employer-paid health benefits, fringe benefits, expense reimbursements, or any other employment benefits The Separation Payments and Health Plan Premiums shall be in lieu of any other obligation part of the Company for separation pay, severance pay, or any other terminationgeneral release of claims within the 7-related payment to you. Should you fail to comply with the terms of this Agreement, including, for example, failing to re-execute this Agreement on the Employment Separation Date or failing to comply with any of the terms of this Agreement after the Employment Separation Date, then all of the Company's payment obligations under this Agreement will terminate immediately. The termination provisions of this section do not limit in any way the Company's remedies provided in other provisions of this Agreement, all such remedies being cumulative. The Company's decision to discontinue these payments and benefits to you under this section shall not affect the remaining obligations and benefits of this Agreementday revocation period described below.
Appears in 1 contract
Samples: Separation and Release Agreement (Stonegate Mortgage Corp)
Separation Payments. In further consideration Beginning January 1, 2011, all of your entering into benefits and complying fully with this Agreementpay will cease, and specifically conditioned upon your re-execution of this Agreement on except for the Employment Separation Date, the Company also agrees to provide you the following separation benefitsfollowing:
(a1) The Company You will pay receive eighteen months of severance benefits which will be calculated based on your current base salary ($500,000 annually) and target bonus ($400,000 annually). Therefore, your aggregate severance amount will be $1,350,000 which will be paid to you in accordance with the total gross amount Company’s normal payroll cycle. However, because your severance payments are subject to you providing a release within 60 days of $182,200 during the anticipated twelve-month period immediately following the Employment your Separation Date (the "Separation Payments"see below), your payments will not begin until such 60th day. In addition, because you are a “Specified Employee” within the meaning of Code Section 409A of the Internal Revenue Code of 1986, as amended, your first payment may not be made until the first day which is equivalent to twelve six months of after your current annual salary and monthly car allowanceSeparation Date. The Separation Payments will be paid in equal periodic amounts Accordingly, on the regular pay dates of the Company, subject to all legally-required deductions.
(b) After the Employment first day which is six months after your Separation Date, you will be entitled to a lump sum payment equal to the amount that would have otherwise been payable to you under this provision prior to such date (i.e., approximately 4 months of your severance payments) and thereafter payments will continue as scheduled for approximately 14 months until the opportunity to extend full aggregate settlement amount has been paid;
(2) You will be paid an annual bonus for 2010 in the amount of $400,000, which shall be paid on January 15, 2011;
(3) In the event that you elect COBRA continuation payments for you and your health plan benefitseligible dependents, the monthly premium for such coverage shall be paid by Covance through the later of (x) December 31, 2011, and (y) the date you have obtained a suitable alternative vocation as determined by the Company’s Chief Executive Officer in his sole discretion (such period being the “Health Continuation Period”). For the remainder of any applicable COBRA period after the expiration of the Health Continuation Period, you shall be responsible for such costs. Notwithstanding the foregoing, if you have not found a suitable alternative vocation (as determined pursuant to the Company's procedures foregoing) on or prior to elect continued coverage through COBRAOctober 31, and you will be solely responsible for timely election of coverage and payment of premium amounts pursuant to COBRA. During the twelve-month period beginning on the Employment Separation Date2012, the Company will reimburse shall continue paying the equivalent premium payments until the earlier of (I) the date you for your health plan benefit premiumsfind suitable alternative vocation (as determined in pursuant to the foregoing) and (II) October 31, at 2012. Any such reimbursement of premiums (or other expenses hereunder, including without limitation, outplacement expenses) shall be made no later than the same benefit level which you had as last day of the Resignation Date (calendar year following the "Health Plan Premiums").
(c) In response calendar year in which such premium or expense is incurred. Any in-kind benefits or any amount of expenses eligible for reimbursement during a calendar year shall not affect the in-kind benefits or the amount of expenses eligible for reimbursement during any other calendar year. The right to reference requests received by any in-kind benefit or reimbursement pursuant to this Agreement shall not be subject to liquidation or exchange for any other benefit. Notwithstanding the Company foregoing, you agree that if you obtain or are provided with medical and dental benefits from prospective employers, the Company generally will confirm your dates of a new employment and last position held. If you wish to authorize the Company to release any additional information about your employmentposition, then you shall promptly notify the Company that such benefits are being provided to you and the Company shall cease providing such coverage or discontinue paying the premiums for such insurance as applicable. You agree to provide me with a specific written request to release such information in response to which promptly update the Corporate Vice President, Human Resources of the Company agrees to provide information about of any change in your actual written performance appraisals dated October 1, 2000, April 1, 2002; and May 1, 2004; provided, however, that you understand and agree that you may not accept outside employment prior to the Employment Separation Date absent advance written authorization from me. The Company does not require or expect you to seek other employment benefits coverage status during the period in which you are receiving compensation under this Agreement, and your compensation under this Agreement will not be reduced by any compensation you may earn from other sources during the period you are receiving compensation under this Agreement. benefits hereunder;
(4) You agree that will be given the Separation Payments and Health Plan Premiums shall be the sole amounts paid opportunity to you after the Employment Separation Dateconvert your life insurance benefit to a personal life insurance policy, and if you must confirm at that so elect, the monthly premium will be paid by the Company for the period during which the Company pays the monthly premiums for health coverage in accordance with subsection (3) above; and
(5) All of your vested restricted share grants and stock option will be governed by and subject to the terms of the Restricted Stock Agreement or Option Agreement and the Covance Employee Equity Participation Plans in effect for each respective restricted share and option grants (as amended, modified or supplemented from time to time, by signing this Agreement again, that you have been paid all wages ). All of your unvested restricted share grants and stock option grants will be forfeited with no additional compensation due and owing to you from the Company Company. You will also be provided with access, at Covance’s expense, to standard executive outplacement services for a period from January 1, 2011 through the Employment Separation DateDecember 31, and that, other 2011. Other than as expressly provided in Section II of this Letter Agreement, after the Separation Date you shall have no entitlement or claim are not entitled to any further other benefits, bonuses, or additional compensation or benefits from the Company, including, including without limitation, salarythe right to participate in the Covance 401(k) Savings Plan, bonusesthe Covance Inc. Employee Stock Purchase Plan, incentive compensationthe Covance Inc. Employee Equity Participation Plan, stock, stock options, accrued vacation payments, severance pay, unvested pension benefits, employer-paid health benefits, fringe benefits, expense reimbursementsthe Covance Inc. Variable Compensation Plan, or any other plan document, any disability insurance plan of Covance or its affiliates, the Covance Severance Pay Plan, or any other similar plans of Covance or its parents or affiliates that you participated in at any time during your employment benefits The Separation Payments and Health Plan Premiums shall be with Covance. For the avoidance of doubt, the severance pay being provided to you under this Letter Agreement is in lieu of any other obligation of severance obligations the Company for separation pay, severance pay, or any other termination-related payment to you. Should you fail to comply with the terms of this Agreement, including, for example, failing to re-execute this Agreement on the Employment Separation Date or failing to comply with any of the terms of this Agreement after the Employment Separation Date, then all of the Company's payment obligations under this Agreement will terminate immediately. The termination provisions of this section do not limit in any way the Company's remedies provided in other provisions of this Agreement, all such remedies being cumulative. The Company's decision to discontinue these payments and benefits may have to you under this section shall not affect the remaining obligations and benefits of this Agreementany agreement, policy, benefit plan, or otherwise.
Appears in 1 contract
Samples: Letter Agreement (Covance Inc)
Separation Payments. In further consideration Provided that Executive timely delivers to the Company a signed original of your entering into this Agreement and complying fully with does not revoke this Agreement, within the time period described in Section 15 herein and specifically conditioned upon your rethe Executive timely delivers the Second Release (as defined in Section 15 herein) and does not revoke it by the Final Release Date (as defined in Section 15 herein), and subject to Executive’s compliance with the Noncompetition and Nonsolicitation, Non-execution Disclosure of Confidential Information, Return of Property, Intellectual Property Rights, Notification of Employment or Service Provider Relationship and Non-Disparagement provisions of the Employment Agreement and Section 10 of this Agreement on the Employment Separation Date(collectively, the Company also agrees to provide you the following separation benefits:
(a) The Company will pay you the total gross amount of $182,200 during the anticipated twelve-month period immediately following the “Post Employment Separation Date (the "Separation Payments"Restrictive Covenants”), which is equivalent to twelve months of your current annual salary and monthly car allowance. The Separation Payments will be paid in equal periodic amounts on the regular pay dates of the Company, subject to all legally-required deductions.
(b) After the Employment Separation Date, you will have the opportunity to extend your health plan benefits, pursuant to the Company's procedures to elect continued coverage through COBRA, and you will be solely responsible for timely election of coverage and payment of premium amounts pursuant to COBRA. During the twelve-month period beginning on the Employment Separation Date, the Company will reimburse you for your health plan benefit premiums, at the same benefit level which you had as of the Resignation Date (the "Health Plan Premiums").
(c) In response to reference requests received by the Company from prospective employers, the Company generally will confirm your dates of employment and last position held. If you wish to authorize the Company to release any additional information about your employment, then you agree to provide me with a specific written request to release such information in response to which the Company agrees to provide information about your actual written performance appraisals dated October 1, 2000, April 1, 2002; and May 1, 2004; provided, however, that you understand and agree that you may not accept outside employment prior to the Employment Separation Date absent advance written authorization from me. The Company does not require or expect you to seek other employment during the period in which you are receiving compensation under this Agreement, and your compensation under this Agreement will not be reduced by any compensation you may earn from other sources during the period you are receiving compensation under this Agreement. You agree that the Separation Payments and Health Plan Premiums shall be the sole amounts paid to you after the Employment Separation Date, and you must confirm at that time, by signing this Agreement again, that you have been paid all wages due and owing to you from the Company through the Employment Separation Date, and that, other than as expressly provided in this Agreement, you shall have no entitlement or claim to any further compensation or benefits from the Company, including, without limitation, salary, bonuses, incentive compensation, stock, stock options, accrued vacation payments, severance pay, unvested pension benefits, employer-paid health benefits, fringe benefits, expense reimbursements, or any other employment benefits The Separation Payments and Health Plan Premiums shall be in lieu of any other obligation of the Company for separation pay, severance pay, or any other termination-related payment to you. Should you fail to comply Executive’s compliance with the terms of this Agreement, includingthe Company will pay and provide Executive, for example, failing subject to re-execute this Agreement on the Employment Separation Date or failing to comply with any of the terms of this Agreement after the Employment Separation Date, then all of the Company's payment obligations under this Agreement will terminate immediately. The termination provisions of this section do not limit in any way the Company's remedies provided in other provisions and conditions of this Agreement, all and Executive will accept, as and on behalf of Releasor (as defined below) from the Company on behalf of each Releasee (as defined below), the following cash payments, benefits and stock awards (the “Separation Payments”) in consideration for Executive’s release of claims against the Company and Releasees and Executive’s agreeing to the covenants and obligations set forth in this Agreement:
(i) cash severance pay in the gross amount of $500,000, payable in accordance with the Company’s payroll practices, in substantially equal monthly installments over a period of 12 months following the Designated Date, subject to this Agreement becoming effective and irrevocable in accordance with the terms herein;
(ii) vesting on March 5, 2016 of unvested options to purchase 35,000 shares of Company stock that were awarded to Executive in respect of the Initial Equity Grant;
(iii) reimbursement for the cost of health insurance continuation coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”), in excess of the cost of such remedies being cumulative. The Company's decision benefits that active employees of the Company are required to discontinue these pay, for a period of 12 months (or until Executive obtains individual or family coverage through another employer, if earlier) (the “COBRA Period”), provided that Executive elects COBRA coverage and subject to the conditions that: (A) Executive is responsible for immediately notifying the Company if Executive obtains alternative insurance coverage, (B) Executive will be responsible for the entire COBRA premium amount after the end of the COBRA Period; (C) if Executive declines COBRA coverage, then the Company will not make any alternative payment to Executive in lieu of paying for COBRA premiums, and (D) such COBRA reimbursement payments shall be paid on an after tax basis as additional taxable compensation to the Executive;
(iv) vesting of $2,108,000 and benefits $1,018,000, which is 100% of the unpaid deferred cash portion of Executive’s annual bonuses awarded for years prior to you under this section the Designated Date, with payment thereof to be on the dates such bonuses are paid to other senior executives of the Company (for the avoidance of doubt, any such deferred cash shall remain subject to any reduction provisions applicable to members of senior management with respect to their deferred amounts from such prior years; provided that such deferral period shall not affect be longer than four fiscal years after the remaining obligations date such deferred cash was first granted);
(v) continued vesting of 100% of the unvested options to purchase shares of Company stock and benefits the unvested shares of restricted stock of the Company, that were awarded to Executive in respect of the annual bonuses for years prior to the Designated Date and are listed below, such that such options and restricted stock shall vest on the dates they would otherwise vest had the Executive remained an employee of the Company in such amounts and on such dates as follows: (A) 94,979 options vest on November 29, 2015; (B) 99,652 options vest on November 29, 2016; (C) 43,914 options vest on November 29, 2017, (D) 226,305 restricted shares vest on November 29, 2015; (E) 238,816 restricted shares vest on November 29, 2016 and (F) 99,980 restricted shares vest on November 29, 2017; provided, that it is acknowledged and agreed that Executive has elected to cause the Company to withhold or repurchase shares to the statutory minimum tax withholding levels (which includes for Company restricted stock taxation when employment ends) and subject to the Debt Limitations;
(vi) a bonus for the Company’s 2015 fiscal year equal to $1,000,000, payable entirely in cash, on or prior to November 30, 2015; provided that the Company shall have filed its Annual Report on Form 10-K and the Executive shall have signed all applicable related Certifications on or prior to such date; and
(vii) if a Change in Control occurs after the Effective Date, then Executive’s outstanding equity awards in the Company shall become fully vested upon the later of the date of (x) such Change in Control or (y) Executive’s termination of employment (other than a termination for Cause). For the avoidance of doubt and notwithstanding anything in this AgreementAgreement to the contrary, except as set forth in the last sentence of Section 11 hereof, (x) the Separation Payments (or rights set forth in Section 3(a) above) contemplated to be paid or provided by Section 3(a) above prior to January 1, 2016 shall not be made (or become effective) prior to the Effective Date and (y) the Separation Payments (or rights set forth in Section 3(a) above) contemplated to be paid or provided by Section 3(a) above on or after January 1, 2016 shall not be made (or become effective) prior to the Final Release Date; it being understood and agreed the Executive (or his estate or administrator) shall be entitled to, and the Company shall pay in accordance with the terms of Section 3(a) above, the Separation Payments in the event of the Executive’s death following the Effective Date.
Appears in 1 contract
Separation Payments. In further consideration Except to the extent provided in Article 4 and Section 6.08, Executive shall be entitled to the benefits set forth below (the "Separation Benefits") upon termination of your entering into and complying fully with this Agreement, and specifically conditioned upon your re-execution of this Agreement on the Employment Separation Date, the Company also agrees to provide you the following separation benefitsemployment:
(a) The Company will pay you Upon any termination of employment including by reason of death or Disability, Executive's voluntary termination of employment with or without Good Reason or upon termination of Executive's employment with or without Cause, Executive shall be entitled to:
(i) Executive’s earned but unpaid Base Salary and other vested but unpaid cash entitlements for the total gross amount period through and including the date of $182,200 during the anticipated twelve-month period immediately following the Employment Separation Date termination of Executive’s employment (other than entitlements referenced in Section 3.03(b) below) (the "Separation Payments"“Accrued Compensation”); and
(ii) Executive’s other vested benefits earned by Executive for the period through and including the date of Executive’s termination of employment, which is equivalent to twelve months of your current annual salary and monthly car allowance. The Separation Payments will shall be paid in equal periodic amounts on accordance with the regular pay dates terms of the Companyapplicable plans, subject to all legally-required deductionsprograms or arrangements (the “Accrued Benefits”).
(b) After Upon a Qualifying Event, the Employment Separation Date, you will have the opportunity to extend your health plan benefits, pursuant Company shall pay Executive in addition to the Company's procedures amounts set forth in Section 3.03(a) above:
(i) Cash compensation through the second anniversary of such Qualifying Event (the "Payment Period") in equal installments during the Payment Period in accordance with the applicable Company payroll, in an amount equal to elect continued coverage through COBRA, and you will be solely responsible for timely election two times the sum of coverage and payment of premium amounts pursuant to COBRA. During (i) the twelvehighest Base Salary as in effect during the six-month period beginning immediately prior to the time of such termination and (ii) the Executive’s target bonus opportunity for the year of termination of employment, on the Employment Separation Datecondition that Executive has delivered to the Company a release substantially in the form as attached hereto as Exhibit A (with such changes as may be required under applicable law) of any employment-related claims, provided that this release must be signed within 30 days after the Executive’s separation from service and any payment that otherwise would be made within such 30-day period shall by paid at the expiration of such 30-day period with interest at the Stated Interest Rate (as defined below), subject to Executive’s execution of such release; and (ii) A pro-rata bonus amount for the year of termination calculated as the Executive’s target bonus opportunity for the year of termination of employment times a fraction, the Company will reimburse you for your health plan benefit premiums, at numerator of which is the same benefit level which you had as number of days in the Resignation Date (year through the "Health Plan Premiums"date of termination and the denominator is 365).
(ciii) In response To the extent that Executive is a “Specified Employee” within the meaning of Section 409A(a)(2)(B)(i) of the Code at the time of his separation from service, if any payment that Executive becomes entitled to reference requests received by the Company from prospective employers, the Company generally will confirm your dates of employment and last position held. If you wish to authorize the Company to release any additional information about your employment, then you agree to provide me with a specific written request to release such information in response to which the Company agrees to provide information about your actual written performance appraisals dated October 1, 2000, April 1, 2002; and May 1, 2004; provided, however, that you understand and agree that you may not accept outside employment prior to the Employment Separation Date absent advance written authorization from me. The Company does not require or expect you to seek other employment during the period in which you are receiving compensation under this Agreement, and your compensation under this Agreement will not is considered deferred compensation subject to interest, penalties and additional tax imposed pursuant to section 409A(a) of the Code as a result of the application of Section 409A(a)(2)(B)(i) of the Code, then such payments of deferred compensation to which Executive would otherwise be reduced by any compensation you may earn from other sources entitled during the period you are receiving compensation under this Agreement. You agree that the Separation Payments and Health Plan Premiums first six months following his separation of service shall be deferred and accumulated for a period of six months and paid in a lump sum on the sole amounts paid to you after the Employment Separation Date, and you must confirm at that time, by signing this Agreement again, that you have been paid all wages due and owing to you from the Company through the Employment Separation Date, and that, other than as expressly provided in this Agreement, you shall have no entitlement or claim to any further compensation or benefits from the Company, including, without limitation, salary, bonuses, incentive compensation, stock, stock options, accrued vacation payments, severance pay, unvested pension benefits, employer-paid health benefits, fringe benefits, expense reimbursements, or any other employment benefits The Separation Payments and Health Plan Premiums shall be in lieu of any other obligation first day of the Company for separation pay, severance pay, or any other termination-related payment to you. Should you fail to comply seventh month with the terms seventh month’s payment (or, if earlier, Executive’s date of this Agreementdeath), including, for example, failing with interest on such deferred compensation at the rate paid pursuant to re-execute this Agreement on the Employment Separation Date or failing to comply with any of the terms of this Agreement after the Employment Separation Date, then all stable value fund of the Company's payment obligations under this Agreement will terminate immediately. The termination provisions ’s 401(k) plan or, if such fund no longer exists, the fund with the investment criteria most clearly comparable to that of this section do not limit in any way such fund (the Company's remedies provided in other provisions of this Agreement, all such remedies being cumulative. The Company's decision to discontinue these payments and benefits to you under this section shall not affect the remaining obligations and benefits of this Agreement“Stated Interest Rate”).
Appears in 1 contract
Separation Payments. (a) In further consideration connection with the termination of your entering into and complying fully employment relationship with this Agreementthe Company, and specifically conditioned upon the Company will pay to you all amounts that have accrued to your re-execution benefit through the Separation Date but have not been paid as of this Agreement on the Employment Separation Date, including: (i) base salary, (ii) reimbursement for reasonable and necessary expenses incurred by you on behalf of the Company also agrees to provide you the following separation benefits:
(a) The Company will pay you the total gross amount of $182,200 during the anticipated twelve-month period immediately following ending on the Employment Separation Date Date, (iii) vacation and sick leave pay (to the "Separation Payments"extent provided by Company policy or applicable law), which is equivalent with all amounts owed to twelve months you under each of your current annual salary (i), (ii) and monthly car allowance. The (iii) payable in a cash lump sum no later than the Company’s first regularly scheduled payroll date after the Separation Payments will Date, (iv) any amounts that are vested benefits or that you are otherwise entitled to receive under any plan, policy, practice or program of or any other contract or agreement with the Company at or subsequent to the Separation Date, payable in accordance with such plan, policy, practice or program, contract or agreement, and (v) any other amounts or benefits required to be paid in equal periodic amounts on the regular pay dates of the Companyby law (items (i) - (v), subject to all legally-required deductionscollectively, “Accrued Compensation”)).
(b) After the Employment Separation Date, you will have the opportunity to extend your health plan benefits, pursuant In addition to the Accrued Compensation, as consideration for you entering into this Agreement, the Company has agreed to pay you certain compensation and benefits that you otherwise would not be entitled to receive. You hereby acknowledge that payments and benefits set forth in this Section 2(b) constitutes discretionary payments in connection with the separation of your employment relationship with the Company's procedures to elect continued coverage through COBRA, and you will be solely responsible for timely election of coverage and payment of premium amounts pursuant to COBRA. During the twelve-month period beginning on the Employment Separation DateSpecifically, the Company will reimburse pay or provide to you the following compensation and benefits, subject to Section 3 hereof:
(i) An amount equal to your pro rata 2020 annual incentive award provided under the Company’s Short-Term Annual Incentive Program, in the amount approved by the Compensation Committee of the Board (the “Compensation Committee”) on or about January 25, 2021 (the “2020 Annual Incentive Award”), for service rendered in 2021, calculated as follows: your 2020 Annual Incentive Award of $410,176, multiplied by a fraction, the numerator of which is the number of days in 2021 through the Separation Date and the denominator of which is 365.
(ii) An amount equal to three (3) times the sum of (x) your annual base salary of $566,500, and (y) $585,955, which is the average of: (i) your 2020 annual cash bonus award of $410,176, and (ii) your 2019 annual cash bonus award of $761,733.
(iii) $50,880, which amount is equal to (x) twenty-four (24) multiplied by (y) the total monthly premium (i.e., both the employer portion and the employee portion of the premium) in effect on the Separation Date for family coverage under the Company’s group health plan benefit premiumsless the monthly employee charge for such coverage in effect on the Separation Date.
(iv) All outstanding, at unvested restricted stock, restricted stock units, LTIP units and other equity awards held by you that are subject to solely time-based vesting conditions (collectively, the same benefit level which you had “Time-Based Awards”) shall fully vest as of the Resignation Date (the "Health Plan Premiums").
(c) In response to reference requests received by the Company from prospective employers, the Company generally will confirm your dates of employment and last position held. If you wish to authorize the Company to release any additional information about your employment, then you agree to provide me with a specific written request to release such information in response to which the Company agrees to provide information about your actual written performance appraisals dated October 1, 2000, April 1, 2002; and May 1, 2004; provided, however, that you understand and agree that you may not accept outside employment prior to the Employment Separation Date absent advance written authorization from me. The Company does not require or expect you to seek other employment during the period in which you are receiving compensation under this Agreement, and your compensation under this Agreement will not be reduced by any compensation you may earn from other sources during the period you are receiving compensation under this Agreement. You agree that the Separation Payments and Health Plan Premiums shall be the sole amounts paid to you after the Employment Separation Date, and you must confirm at that time, by signing this Agreement again, that you have been paid all wages due and owing subject to you from the Company through the Employment Separation Date, and that, other than as expressly provided in this Agreement, you shall have no entitlement or claim to any further compensation or benefits from the Company, including, without limitation, salary, bonuses, incentive compensation, stock, stock options, accrued vacation payments, severance paySection 3 below; and
(v) All outstanding, unvested pension benefitsrestricted stock units, employerLTIP units and other equity awards held by you that are subject to performance-paid health benefits, fringe benefits, expense reimbursements, or any other employment benefits The Separation Payments and Health Plan Premiums shall be in lieu of any other obligation of the Company for separation pay, severance pay, or any other termination-related payment to you. Should you fail to comply with the terms of this Agreement, including, for example, failing to re-execute this Agreement on the Employment Separation Date or failing to comply with any of the terms of this Agreement after the Employment Separation Date, then all of the Company's payment obligations under this Agreement will terminate immediately. The termination provisions of this section do not limit in any way the Company's remedies provided in other provisions of this Agreement, all such remedies being cumulative. The Company's decision to discontinue these payments and benefits to you under this section shall not affect the remaining obligations and benefits of this Agreement.based vesting conditions
Appears in 1 contract
Separation Payments. In further consideration Except to the extent provided in Section 5.09 and Section 5.18, Executive shall be entitled to the benefits set forth below (the “Separation Benefits”) upon a termination of your entering into and complying fully with this Agreement, and specifically conditioned upon your re-execution of this Agreement on the Employment Separation Date, the Company also agrees to provide you the following separation benefitsemployment:
(a) The Company will pay you Upon any termination of employment including by reason of death or Disability, Executive’s voluntary termination of employment (with or without Good Reason) or upon involuntary termination of Executive’s employment by the total gross amount Company, Executive shall be entitled to:
(i) Executive’s earned but unpaid Base Salary and other vested but unpaid cash entitlements (including any earned but unpaid cash Annual Bonus for the performance year prior to the year in which Executive terminates employment) for the period through and including the date of $182,200 during the anticipated twelve-month period immediately following the Employment Separation Date termination of Executive’s employment (other than entitlements referenced in Section 3.02(b) below) (the "Separation Payments"“Accrued Compensation”); and
(ii) Executive’s other vested benefits earned by Executive for the period through and including the date of Executive’s termination of employment, which is equivalent to twelve months of your current annual salary and monthly car allowance. The Separation Payments will shall be paid in equal periodic amounts on accordance with the regular pay dates terms of the Companyapplicable plans, subject to all legally-required deductionsprograms or arrangements (the “Accrued Benefits”).
(b) After Upon a Qualifying Event, the Employment Separation Date, you will have the opportunity to extend your health plan benefits, pursuant Company shall pay Executive in addition to the Company's procedures amounts set forth in Section 3.02(a) above:
(i) Cash compensation through the second anniversary of such Qualifying Event (the “Payment Period”) in equal installments during the Payment Period in accordance with the applicable Company payroll, in an aggregate amount equal to elect continued coverage through COBRA, and you will be solely responsible for timely election two times the sum of coverage and payment of premium amounts pursuant to COBRA. During (y) the twelvehighest Base Salary in effect during the six-month period beginning on immediately prior to the Employment Separation Date, the Company will reimburse you for your health plan benefit premiums, at the same benefit level which you had as time of the Resignation Date (the "Health Plan Premiums").
(c) In response to reference requests received by the Company from prospective employers, the Company generally will confirm your dates such termination of employment and last position held. If you wish (z) the Executive’s target Annual Bonus opportunity for the year of termination of employment (such payment, the “Cash Severance Payment”), on the condition that Executive has delivered to authorize the Company a release substantially in the form as attached hereto as Exhibit A (with such changes as may be required under applicable law) of any employment-related claims, provided that this release must be signed within 30 days after the Executive’s separation from service and any payment that otherwise would be made within such 30-day period shall by paid at the expiration of such 30-day period, subject to release any additional information about your employment, then you agree to provide me with a specific written request to release Executive’s execution of such information in response to which the Company agrees to provide information about your actual written performance appraisals dated October 1, 2000, April 1, 2002; and May 1, 2004release; provided, however, that you understand and agree that you may not accept outside employment if Executive experiences a Qualifying Event within two years following a Change in Control, the Cash Severance Payment shall instead be an aggregate amount equal to two-and-a-half times the sum of (y) the highest Base Salary in effect during the six-month period immediately prior to the Employment Separation Date absent advance written authorization from metime of such termination of employment and (z) the Executive’s target Annual Bonus opportunity for the year of termination of employment.
(ii) A “Pro-Rata Bonus Amount” for the year of Executive’s termination of employment calculated as Executive’s Annual Bonus opportunity multiplied by a fraction, the numerator of which is the number of days in the year through the date of Executive’s termination of employment and the denominator of which is 365. The Company does not require or expect you Pro-Rata Bonus Amount shall be based on the greater of Executive’s Annual Bonus opportunity at target and the actual funding percentage for the Annual Bonus Plan for such performance period, as determined by the Committee in its sole discretion. Payment of this pro-rata bonus amount, if any, shall be made to seek other Executive at the same time as annual bonuses are paid to senior executives of the Company;
(iii) With respect to equity awards made prior to the Effective Date, Executive shall be treated as eligible for ‘retirement’ under the vesting and exercise terms of any such equity award. For the avoidance of doubt, ‘retirement’ treatment for equity awards made prior to the Effective Date shall mean: (1) with respect to restricted stock units (excluding the Closing Sign-On Equity Award), performance stock units and any LTIP awards, pro-rated vesting as of Executive’s termination of employment during date (with any performance criteria deemed achieved based on actual performance as of the period end of the applicable performance period) and settlement on the originally scheduled settlement date; and (2) with respect to stock options and stock appreciation rights, immediate vesting in which you are receiving compensation under this Agreementthat portion of the stock option and/or stock appreciation right that would have otherwise vested within one year following Executive’s termination of employment date and the ability to exercise such stock option and/or stock appreciation right for five years following Executive’s termination of employment date; provided, and your compensation under this Agreement will however, that Executive shall not be reduced by permitted to exercise any compensation you may earn from other sources during stock option or stock appreciation right beyond the period you are receiving compensation under original term of such award. Notwithstanding the foregoing, this Agreement. You agree that Section 3.02(b)(iii) shall not apply to the Separation Payments and Health Plan Premiums Closing Sign-On Equity Award or equity awards granted following the Effective Date;
(iv) With respect to Company equity awards granted following the Effective Date, Executive shall be treated as ‘retirement’ eligible under the sole amounts paid vesting and exercise terms of the applicable award agreements relating to you after Company awards generally applicable to senior-level executives of the Employment Separation DateCompany; and
(v) Continued participation in all medical, health and you must confirm life insurance plans at that timethe same benefit and cost sharing level at which Executive and Executive’s eligible dependents were participating on the date of termination of Executive’s employment until the earlier of: (1) the 18- month anniversary of Executive’s termination of employment date; or (2) the date, by signing this Agreement againor dates, Executive receives equivalent coverage and benefits under the plans and programs of a subsequent employer (such coverage and benefits to be determined on a coverage-bycoverage, or benefit-by- benefit, basis); provided, however, that you have been paid all wages due and owing to you (A) if Executive is precluded from the Company through the Employment Separation Date, and that, other than continuing Executive’s participation in any employee benefit plan or program as expressly provided in this Agreementclause (v), you Executive shall have no entitlement receive cash payments equal on an aftertax basis to the cost to Executive of obtaining the benefits provided under the plan or claim program in which Executive is unable to participate for the period specified in this clause (v), (B) such cost shall be deemed to be the lowest reasonable cost that would be incurred by Executive in obtaining such benefit on an individual basis, and (C) payment of such amounts shall be made quarterly in advance. For the avoidance of doubt, Executive acknowledges and agrees that Executive shall be responsible for Executive’s portion of any further premiums due in connection with Executive’s continued participation in any medical, health and life insurance plans pursuant to this Section 3.02(b)(v). To the extent that Executive is a “Specified Employee” within the meaning of Section 409A of the Code at the time of her separation from service, to the extent required by Section 409A and the regulations issued thereunder, the payments to which Executive would otherwise be entitled during the first six months following her separation of service shall be deferred and accumulated for a period of six months and paid in a lump sum on the first day of the seventh month with the seventh month’s payment, with interest on such deferred compensation or benefits from at the rate paid pursuant to the stable value fund of the Company’s 401(k) plan or, includingif such fund no longer exists, without limitationthe fund with the investment criteria most clearly comparable to that of such fund.
(c) For the avoidance of doubt and consistent with the applicable award agreements, salaryequity awards made by Aetna before the Closing Effective Date, bonusesthe Closing Sign-On Equity Award, incentive compensation, stock, stock options, accrued vacation payments, severance pay2018-2020 LTIP and any supplemental LTIP with respect to the 2018-2020 performance period shall be treated as follows: (1) upon an involuntary termination of Executive’s employment by reason of death, unvested pension benefitsawards shall become immediately vested (with any performance criteria deemed achieved based on target performance as of Executive’s death); and (2) upon an involuntary termination of Executive’s employment by reason of Disability, employerpro-paid health benefitsrated vesting as of Executive’s termination of employment date (with any performance criteria deemed achieved based on actual performance as of the end of the applicable performance period); provided that in each case stock options shall remain exercisable for one year following Executive’s termination of employment date, fringe benefitsexcept that Executive shall not be permitted to exercise any stock option beyond the original term of such award.
(d) If Executive experiences a Qualifying Event within two years following a Change in Control, expense reimbursements, or any other employment benefits The Separation Payments and Health Plan Premiums outstanding equity awards held by Executive at such time shall be treated in lieu of any other obligation of the Company for separation pay, severance pay, or any other termination-related payment to you. Should you fail to comply accordance with the terms of this Agreement, including, for example, failing to re-execute this Agreement on the Employment Separation Date or failing to comply with any of the terms of this Agreement after the Employment Separation Date, then all of the Company's payment obligations under this Agreement will terminate immediately. The termination provisions of this section do not limit in any way the Company's remedies provided in other provisions of this Agreement, all applicable award agreement governing such remedies being cumulative. The Company's decision to discontinue these payments and benefits to you under this section shall not affect the remaining obligations and benefits of this Agreementequity awards.
Appears in 1 contract
Separation Payments. In further Provided (i) Employee executes this Agreement within the 21-day consideration period and does not exercise his right of your entering into and complying fully with this Agreementrevocation, as contemplated by Paragraph 6, below, and specifically conditioned upon your re(ii) Employee executes the Affirmation set forth as Exhibit A hereto (the “Affirmation”) on or after (but not before) the Separation Date (and within the 21-execution day consideration period) and does not exercise his right of revocation, as contemplated by Paragraph 6, below, the Company shall make the following payments to Employee or on Employee’s behalf (the “Separation Payments”): i. The Company shall pay to Employee a gross amount equal to $475,020.00 less all applicable taxes and other withholdings, and payable within fourteen (14) calendar days of the Effective Date of this Agreement on pursuant to Paragraph 22 below; ii. As long as Employee properly and timely elects to continue health benefits coverage under the Employment Separation DateCompany’s group health insurance plan(s) in accordance with the continuation requirements of COBRA, the Company also agrees shall pay for such coverage (including coverage for Employee’s eligible dependents) directly to provide you the insurer (or its agent) of Company’s choice beginning the first day of the month following separation benefits:
the Separation Date and for twelve months thereafter (a) The Company will pay you “COBRA Term”). In the total gross amount of $182,200 event Employee obtains alternative health coverage during the anticipated twelve-month period immediately following the Employment Separation Date (the "Separation Payments"), which is equivalent to twelve months of your current annual salary and monthly car allowance. The Separation Payments will be paid in equal periodic amounts on the regular pay dates of the Company, subject to all legally-required deductions.
(b) After the Employment Separation Date, you will have the opportunity to extend your health plan benefits, pursuant to the Company's procedures to elect continued coverage through COBRA, and you will be solely responsible for timely election of coverage and payment of premium amounts pursuant to COBRA. During the twelve-month period beginning on the Employment Separation DateCOBRA Term, the Company will reimburse you COBRA payments referred to herein shall cease. It is Employee’s obligation to notify Employer immediately of such coverage. In no event shall Employee receive cash or payment for your health plan benefit premiums, at the same benefit level which you had as of the Resignation Date (the "Health Plan Premiums").
(c) In response to reference requests received by the Company from prospective employers, the Company generally will confirm your dates of employment and last position held. If you wish to authorize the Company to release any additional information about your employment, then you agree to provide me with a specific written request to release such information in response to which the Company agrees to provide information about your actual written performance appraisals dated October 1, 2000, April 1, 2002COBRA payments; and May 1, 2004; provided, however, that you understand and agree that you may not accept outside employment prior to the Employment Separation Date absent advance written authorization from meiii. The Company does not require or expect you to seek shall accelerate the vesting of Employee’s unvested and outstanding restricted stock units that would have become vested on January 6, 2024 if Employee’s employment had continued through such date, pro- rated for the length of time served from the grant date of January 6, 2023 through the Separation Date. All other employment during restricted stock units that are unvested and outstanding shall be forfeited upon the period Separation Date in which you are receiving compensation under this Agreementaccordance with applicable award agreements, and your compensation under this Agreement will not be reduced by any compensation you may earn from other sources during the period you are receiving compensation under this Agreement. You agree that the Separation Payments and Health Plan Premiums shall be the sole amounts paid to you after the Employment Separation Date, and you must confirm at that time, by signing this Agreement again, that you have been paid all wages due and owing to you from the Company through the Employment Separation Date, and that, other than as expressly provided in this Agreement, you Employee shall have no entitlement further right to or claim to interest in any further compensation such awards or benefits from the Company, including, without limitation, salary, bonuses, incentive compensation, stock, stock options, accrued vacation payments, severance pay, unvested pension benefits, employer-paid health benefits, fringe benefits, expense reimbursements, or any other employment benefits The Separation Payments and Health Plan Premiums shall be in lieu of any other obligation of the Company for separation pay, severance pay, or any other termination-related payment to you. Should you fail to comply with the terms of this Agreement, including, for example, failing to re-execute this Agreement on the Employment Separation Date or failing to comply with any of the terms of this Agreement after the Employment Separation Date, then all of the Company's payment obligations under this Agreement will terminate immediatelyequity grants. The termination provisions treatment of this section do not limit in any way the Company's remedies provided in all other provisions of this Agreementoutstanding equity awards, all such remedies being cumulative. The Company's decision to discontinue these payments and benefits to you under this section shall not affect the remaining obligations and benefits of this Agreement.including performance share units, previously
Appears in 1 contract
Separation Payments. In further consideration Upon your termination of employment, you will be entitled to the following payments and benefits (in each case, less applicable withholdings):
(a) Pursuant to Section 5(a) of your entering into and complying fully with this Employment Agreement, and specifically conditioned upon your re-execution of this Agreement on the Employment Separation Date, the Company also agrees will pay you, within ten (10) days after the Termination Date, a cash lump sum of $4,304,114, which is equal to provide three (3) times the sum of (x) your current base annual salary and (y) the average of the bonuses, deferred compensation and incentive compensation earned by you for the 2013, 2012 and 2011 calendar years;
(b) Pursuant to Section 5(a) of your Employment Agreement, the Company will pay you the following separation benefits:amounts outstanding in the deferred compensation accounts described in Sections 4(b)(i) and 4(b)(ii) of your Employment Agreement, in accordance with your payment elections on file with the Company (with the payments described in Section 4(b)(ii) subject to the six-month delay described therein);
(ac) Pursuant to Section 5(a) of your Employment Agreement, the Company will provide the life and health insurance benefits and other benefits in accordance with the terms of Section 5(a) and Section 4(c) of the Employment Agreement;
(d) On the date the release in Paragraph 3 below becomes effective, the Company will cause to become fully vested all of the outstanding, unvested (x) restricted stock units (“RSUs”) granted to you under the Company’s equity compensation plans, and (y) stock appreciation rights (“SARs”) granted to you under the Company’s equity compensation plans (other than SARs granted to you in 2014, which shall not be accelerated and shall be canceled as of the Termination Date). Such vested RSUs will be settled in accordance with their terms, within ten (10) days following the Termination Date (subject to the effectiveness of the release described in Paragraph 3), and such vested SARs will remain exercisable, in accordance with their terms, for ninety (90) days after the Termination Date (or their earlier expiration);
(e) Pursuant to Section 8 of the ConMed Corporation 2014 Executive Bonus Plan, the Company will pay you the 20% “holdback” ($157,241) from the 2013 Bonus Plan, in accordance with the terms of the 2014 Executive Bonus Plan, at the time when other similarly situated executives receive such holdback payments but in no event later than March 15, 2015, provided that 2014 adjusted EPS is not less than $1.66; and
(f) The Company will pay you within 10 (ten) days after the total gross amount Termination Date, (i) any earned but unpaid annual base salary, (ii) any unreimbursed business expenses, in accordance with the Company’s applicable expense reimbursement policies and (iii) one (1) week of $182,200 during accrued but unused vacation, in accordance with the anticipated twelve-month period immediately following Company’s practices. You will only be entitled to receive the Employment Separation Date (the "Separation Payments"), which is equivalent to twelve months of your current annual salary benefits in Paragraph 2(d) above if you sign this Letter Agreement and monthly car allowance. The Separation Payments will be paid in equal periodic amounts on the regular pay dates do not revoke any part of the Company, subject to all legallygeneral release and waiver of Claims in Paragraph 3 within the 7-required deductions.
(b) After the Employment Separation Date, you will have the opportunity to extend your health plan benefits, pursuant to the Company's procedures to elect continued coverage through COBRAday revocation period described below, and if you will be solely responsible for timely election do revoke any part of coverage the general release and payment waiver of premium amounts pursuant to COBRA. During the twelve-month period beginning on the Employment Separation DateClaims in Paragraph 3, the Company will reimburse you for your health plan benefit premiums, at the same benefit level which you had as of the Resignation Date (the "Health Plan Premiums").
(c) In response to reference requests received by the Company from prospective employers, the Company generally will confirm your dates of employment and last position held. If you wish to authorize the Company to release any additional information about your employment, then you agree have no obligation to provide me with a specific written request to release such information the accelerated vesting in response to which the Company agrees to provide information about your actual written performance appraisals dated October 1, 2000, April 1, 2002; and May 1, 2004; provided, however, that you understand and agree that you may not accept outside employment prior to the Employment Separation Date absent advance written authorization from me. The Company does not require Paragraph 2(d) above or expect you to seek other employment during the period in which you are receiving compensation under this Agreement, and your compensation under this Agreement will not be reduced by any compensation you may earn from other sources during the period you are receiving compensation under this Agreement. You agree that the Separation Payments and Health Plan Premiums shall be the sole amounts paid to you after the Employment Separation Date, and you must confirm at that time, by signing this Agreement again, that you have been paid all wages due and owing to you from the Company through the Employment Separation Date, and that, other than as expressly provided in this Agreement, you shall have no entitlement or claim to any further compensation or benefits from the Company, including, without limitation, salary, bonuses, incentive compensation, stock, stock options, accrued vacation payments, severance pay, unvested pension benefits, employer-paid health benefits, fringe benefits, expense reimbursements, or any other employment benefits The Separation Payments and Health Plan Premiums shall be in lieu of any other obligation of the Company for separation pay, severance pay, or any other termination-related payment to you. Should you fail to comply with the terms of this Agreement, including, for example, failing to re-execute this Agreement on the Employment Separation Date or failing to comply with any of the terms of this Agreement after the Employment Separation Date, then all of the Company's payment obligations under this Agreement will terminate immediately. The termination provisions of this section do not limit in any way the Company's remedies provided in other provisions of this Agreement, all such remedies being cumulative. The Company's decision to discontinue these payments and benefits to you under this section shall not affect the remaining obligations and benefits of this Agreementotherwise.
Appears in 1 contract
Separation Payments. In further consideration (a) If Employee’s employment is terminated by the Company without Cause (as defined below) or by Employee for Good Reason (as defined below), provided that Employee signs and does not revoke a general release of your entering into claims against the Company within the time period specified therein, but in no event later than 60 days after the termination date, in form and complying fully substance satisfactory to the Company and Employee (the “Release”), then the Company will provide Employee with this Agreementthe following benefits, referred to herein as the “Separation Benefits”:
(i) an amount of severance pay equal to Employee’s then-current Base Salary, paid less applicable taxes and withholdings over a period of 12 months following the date of termination (the “Separation Pay”);
(ii) a pro-rated portion of the Annual Bonus for which Employee is eligible for the year of termination, based on actual performance for the year as determined by the Board based on the period between the first day of the fiscal year in which the Annual Bonus is in force and the actual day of termination, and specifically conditioned upon your re-execution payable when the Company would otherwise have paid the Annual Bonus; and
(iii) provided that Employee properly and timely elects to continue his health insurance benefits under COBRA or applicable state continuation coverage law after the date of termination, reimbursement for Employee’s applicable health continuation coverage premiums actually paid, less the amount of any premium amount that would have been payable by Employee for such coverage, if any, if Employee had been actively employed by the Company, for a period of 12 months or until Employee becomes eligible for insurance benefits from another employer, whichever is earlier (the “COBRA Reimbursement”). The Separation Pay described in clause (i) above will be payable to Executive over time in accordance with the Company’s payroll practices and procedures beginning on the 60th day following the termination of Executive’s employment with the Company, provided that the first installment will include all amounts that would have been paid if such payments had commenced effective on the date of termination. The COBRA Reimbursement shall continue for the specified period provided that (A) the Company may terminate the COBRA Reimbursement if Employee becomes eligible to receive health benefits pursuant to a plan maintained by a subsequent employer during such period, and Employee will promptly notify the Company of his becoming eligible for such coverage, and (B) the Company has the right to discontinue the reimbursement payment and pay to the Employee a lump sum amount equal to the current COBRA premium times the number of months remaining in the specified period if the Company determines that continued payment of the COBRA reimbursement is discriminatory under Section 105(h) of the Internal Revenue Code of 1986, as amended. If Employee is entitled to receive the Separation Benefits but materially breaches his obligations under this Agreement on or any other agreement entered into by Employee and the Employment Separation DateCompany (including but not limited to the Confidentiality Agreement) after termination of employment, the Company also agrees to provide you the following separation benefits:
(a) The Company will pay you the total gross amount of $182,200 during the anticipated twelve-month period immediately following the Employment Separation Date (the "Separation Payments"), which is equivalent to twelve months of your current annual salary and monthly car allowance. The Separation Payments will be paid in equal periodic amounts on the regular pay dates entitled to immediately stop paying any further installments of the Company, subject to all legally-required deductionsSeparation Benefits.
(b) After the Employment Separation Date, you will have the opportunity to extend your health plan benefits, pursuant to the Company's procedures to elect continued coverage through COBRA, and you will be solely responsible for timely election For purposes of coverage and payment of premium amounts pursuant to COBRA. During the twelve-month period beginning on the Employment Separation Date, the Company will reimburse you for your health plan benefit premiums, at the same benefit level which you had as of the Resignation Date (the "Health Plan Premiums").
(c) In response to reference requests received by the Company from prospective employers, the Company generally will confirm your dates of employment and last position held. If you wish to authorize the Company to release any additional information about your employment, then you agree to provide me with a specific written request to release such information in response to which the Company agrees to provide information about your actual written performance appraisals dated October 1, 2000, April 1, 2002; and May 1, 2004; provided, however, that you understand and agree that you may not accept outside employment prior to the Employment Separation Date absent advance written authorization from me. The Company does not require or expect you to seek other employment during the period in which you are receiving compensation under this Agreement, “Cause” shall mean Employee’s: (i) willful or repeated failure, disregard or refusal to perform his duties as an employee of the Company; (ii) willful misconduct with respect to Employee’s duties as an employee of the Company; (iii) material breach of any agreement between Employee and your compensation under the Company (including but not limited to this Agreement will not be reduced by any compensation you may earn from other sources during or the period you are receiving compensation under this Confidentiality Agreement. You agree that the Separation Payments and Health Plan Premiums shall be the sole amounts paid to you after the Employment Separation Date); (iv) conviction on charges of, and you must confirm at that time, by signing this Agreement again, that you have been paid all wages due and owing to you from the Company through the Employment Separation Date, and that, other than as expressly provided in this Agreement, you shall have or plea of guilt or no entitlement or claim contest to any further compensation felony or benefits from the Company, a misdemeanor involving illegal drugs or substances or moral turpitude (including entry of a nolo contendere plea); (v) engagement in a form of discrimination or harassment prohibited by law (including, without limitation, salarydiscrimination or harassment based on race, bonusescolor, incentive compensationreligion, stocksex, stock optionsnational origin, accrued vacation paymentsage or disability); and/or (vi) intentional or negligent act that injures or, severance payin the reasonable opinion of the Company, unvested pension benefitshas the capacity to injure, employer-paid health benefits, fringe benefits, expense reimbursementsthe operations or reputation of the Company. “Good Reason” shall mean any of the following occurring at the time of, or within 12 months immediately following, a Change in Control: (i) a material reduction in Employee’s Base Salary without his consent; (ii) any other employment benefits The Separation Payments reduction or material change in his duties as Employee; (iii) a material breach by the Company (or by any successor) of the terms and Health Plan Premiums shall be in lieu conditions of any other obligation agreement between Employee and the Company; or (iv) any directive of the Company for separation paythat would require Employee to commit any act or omission involving fraud, severance payembezzlement, or any other termination-related payment to youunethical behavior or would bring Employee into substantial public or professional disgrace or disrepute. Should you fail to comply with To effectuate a termination of employment for Good Reason, Employee must give the terms of this Agreement, including, for example, failing to re-execute this Agreement on the Employment Separation Date or failing to comply with any Company written notice of the terms termination within 30 days of this Agreement after the Employment Separation Dateinitial existence of the circumstances alleged to be the grounds for Good Reason, then setting forth such circumstances in reasonable detail. The Company shall have 30 days following the receipt of such notification to cure the specific circumstances that constitute Good Reason. In the event the Company takes effective action to cure, Good Reason for termination shall not be deemed to exist with respect to the specific circumstances set forth in the written notice. “Change in Control” means the sale of substantially all the assets of the Company's payment obligations under this Agreement will terminate immediately. The termination provisions , any merger, consolidation or acquisition of this section do not limit the Company by or into another party, entity or person, and or any change in any way the Company's remedies provided ownership of more than 50% of the voting capital stock of the Company in other provisions of this Agreement, all such remedies being cumulative. The Company's decision to discontinue these payments and benefits to you under this section shall not affect the remaining obligations and benefits of this Agreementone or more related transactions.
Appears in 1 contract
Samples: Employment Agreement (Citius Pharmaceuticals, Inc.)
Separation Payments. In further consideration of your entering into and complying fully with If you sign this Agreement, agreeing to be bound by the general release of claims in Paragraph 4 below and specifically conditioned upon your re-execution the other terms and conditions of this Agreement on the Employment Separation DateAgreement, in consideration for your general release of claims and other commitments under this Agreement, the Company also agrees to provide you will do the following separation benefitsfollowing:
(a) The Company will Pay you twelve (12) months of severance pay you at your base salary as of your Separation Date, in the total gross amount of Four Hundred Twenty Thousand Dollars ($182,200 during the anticipated twelve-month period immediately following the Employment Separation Date (the "Separation Payments"420,000), which is equivalent to twelve months of your current annual salary and monthly car allowance. The Separation Payments will be paid for twelve (12) months in equal periodic amounts accordance with the Company’s standard payroll practices, commencing on the next regular pay dates date after the Effective Date of the Companythis Agreement, subject less all deductions for local, state and federal taxes legally required to all legally-required deductionsbe withheld.
(b) After Pay you the gross amount of Three Hundred and Thirty-Six Thousand Dollars ($336,000.00) to be paid in equal installments over a twelve (12) month period, in accordance with the Company’s standard payroll practices, commencing on the next regular pay date after the Effective Date of this Agreement, less all deductions for local, state and federal taxes legally required to be withheld. This amount represents your target bonus pursuant to Section 6(a)(iii) of your Employment Separation DateAgreement. For the sake of clarity, you will have the opportunity to extend already received your health plan benefits, entire 2015 bonus pursuant to Section 3(b) of your Employment Agreement, in the Company's procedures to elect continued coverage through COBRA, amount of One Hundred and you will be solely responsible for timely election of coverage and payment of premium amounts pursuant to COBRA. During the twelveTwenty-month period beginning on the Employment Separation Date, the Company will reimburse you for your health plan benefit premiums, at the same benefit level which you had as of the Resignation Date Five Thousand Dollars (the "Health Plan Premiums"$125,000).
(c) In response If you are receiving group health coverage under any Company benefit plan on your Separation Date and you timely elect COBRA continuation coverage, the Company will subsidize the entire cost of such continuation of coverage for twelve (12) months, commencing on the first of the month immediately after the Effective Date of this Agreement. Commencing with the first day of the calendar month following the final calendar month during which the Company subsidizes the entire cost of your continuation of coverage, you shall be responsible for the entire cost of such continuation coverage and shall be so responsible for the remainder of the COBRA continuation period. Your period of COBRA coverage will not be extended by the time-period during which the Company subsidizes the cost of your continuation of coverage.
(d) The Nonstatutory Stock Options granted to reference requests received you on February 7, 2011 shall become fully vested as of the Effective Date and you shall have a nonforfeitable right to the previously unvested stock options. Such stock options shall be exercisable in accordance with the terms of the Nonstatutory Stock Option Notice entered into between you and the Company, as summarized in Paragraph 1(b) above.
(e) You shall become fully vested and have a nonforfeitable right as of the Effective Date to the previously unvested one hundred sixty seven thousand five hundred (167,500) restricted shares that were granted to you by the Company from prospective employerspursuant to the Restricted Stock Agreements dated May 28, 2013 and May 15, 2014 (“Restricted Stock Agreement(s)”). On the Effective Date, the Company generally will confirm your dates shall grant you three million eight hundred thousand (3,800,000) fully vested and transferable shares of employment common stock pursuant to a Company Stock Award Agreement (“Company Stock Award Agreement”), subject to the obligations acknowledged. Subject to the restrictions and last position held. If you wish to authorize limitations of Paragraph 26, the Company to release shall impose no other restrictions on your transfer of such shares (or any additional information about your employmentother shares of the Company’s common stock owned by you, then you agree to provide me with including any shares received as a specific written request to release such information result of the exercise of the Restricted Stock Grants, Nonstatutory Stock Option Notice referenced in response to which Paragraph 2(d) above or the Company Stock Award Agreement) beyond any restrictions under applicable law, other than any volume restrictions applicable under Rule 144 of the Securities Act of 1933, as amended. The Company acknowledges and agrees that all shares of the Company’s common stock issued to provide information about you by the Company have been registered under a registration statement filed with the Securities and Exchange Commission. You acknowledge your actual written performance appraisals dated October 1obligations under applicable law with respect to effecting transactions in the Company’s securities, 2000including, April 1but not limited to, 2002obligations to refrain from engaging in any such transactions while in possession of material non-public information.
(f) Pay up to Twenty Thousand Dollars ($20,000.00) of your legal fees (within 30 days following receipt of an invoice) directly to your legal counsel, Xxxxxx & Xxxxxxxxxxxx LLP, to review and advise you with respect to this Agreement.
(g) Pay you Thirty Two Thousand Three Hundred and Seven Dollars ($32,307.00) in respect of your four (4) weeks of unused vacation time on the first payroll date after the Effective Date, less all deductions for local, state and federal taxes legally required to be withheld.
(h) You will not be eligible for payments and other benefits described in this Paragraph 2 unless (i) the Company has received a signed copy of this Agreement that has been timely executed; (ii) you have returned all Company property and May 1, 2004documents in accordance with Paragraph 9 below and certify that you have done so as required therein; provided, howeverthat, that if the Company believes you understand have failed to return all such property and agree that documents, it shall advise you may not accept outside employment prior to the Employment Separation Date absent advance written authorization from me. The Company does not require or expect you to seek other employment during the period in which you are receiving compensation under this Agreement, and your compensation under this Agreement will not be reduced by any compensation you may earn from other sources during the period you are receiving compensation under this Agreement. You agree that the Separation Payments and Health Plan Premiums shall be the sole amounts paid to you after the Employment Separation Date, and you must confirm at that time, by signing this Agreement again, writing within thirty (30) days of its knowledge that you have been paid not returned all wages due of such property and owing documents and provide you with at least thirty (30) days to make such return of property and documents and (iii) you from the Company through the Employment Separation Date, and that, other than as expressly provided in this Agreement, you shall have no entitlement or claim to any further compensation or benefits from the Company, including, without limitation, salary, bonuses, incentive compensation, stock, stock options, accrued vacation payments, severance pay, unvested pension benefits, employer-paid health benefits, fringe benefits, expense reimbursements, or any other employment benefits The Separation Payments and Health Plan Premiums shall be in lieu of any other obligation of the Company for separation pay, severance pay, or any other termination-related payment to you. Should you fail to comply with the terms of this Agreement, including, for example, failing to re-execute this Agreement on the Employment Separation Date or failing to comply with any of the terms of this Agreement after the Employment Separation Date, then all of the Company's payment obligations under this Agreement will terminate immediately. The termination provisions of this section do not limit in any way the Company's remedies provided in other provisions of this Agreement, all such remedies being cumulative. The Company's decision to discontinue these payments and benefits to you under this section shall not affect the remaining obligations and benefits conditions of this Agreement.
Appears in 1 contract
Samples: General Release (Unilife Corp)
Separation Payments. In further consideration of Subject to the terms set forth in Section 2(d), your entering into and complying fully with this Agreementseparation will be treated as an Involuntary Termination, and specifically conditioned upon your re-execution of this Agreement on the Employment Separation Date, the Company also agrees to provide you the following separation benefitsaccordingly:
(ai) The the Company will pay you in cash (in a lump sum on the total gross amount earlier to occur of $182,200 during a Change of Control or March 13, 2023) one and one half (1.5) times the anticipated twelve-month period immediately following the Employment Separation Date (the "Separation Payments"), which is equivalent to twelve months sum of your current rate of annual salary and monthly car allowance. The your target annual bonus opportunity for the fiscal year ended December 31, 2022 (together, the “Severance Payment”);
(ii) the Company will pay your COBRA health insurance premiums for eighteen (18) months following the Separation Payments will be paid in equal periodic amounts on the regular pay dates of the CompanyDate, subject to all legally-required deductions.
(b) After the Employment Separation Date, you will have the opportunity to extend your health plan benefits, pursuant to the Company's procedures to elect continued coverage through COBRA, and you will be solely responsible for timely election of coverage such benefits (the “COBRA Benefits”); and
(iii) with respect to your currently outstanding and payment unvested (A) restricted stock units subject only to time-based vesting conditions (“RSUs”) and (B) stock options, an additional portion of premium amounts pursuant to COBRA. During all such awards will become vested on March 13, 2023 as if you remained employed for an additional eighteen (18) months following the twelve-month period beginning on the Employment Separation Date;
(iv) with respect to your currently outstanding and unvested restricted stock units subject to performance-based vesting conditions (“PSUs”), that were granted in 2019, 5/6 of such awards shall remain outstanding, and to the extent the performance criteria with respect to any such awards are satisfied based on actual performance through December 31, 2022, such award shall vest and be paid out on March 13, 2023; and
(v) the Company hereby agrees that notwithstanding anything in your equity award agreements to the contrary, upon your request, the Company will reimburse you for your health plan benefit premiums, at “net settle” any RSUs and/or PSUs that are to be paid out after the same benefit level which you had as of the Resignation Separation Date (the "Health Plan Premiums").
(c) In response to reference requests received by the Company from prospective employersi.e., the Company generally will confirm your dates withhold a number of employment and last position held. If shares of Company stock that would otherwise be issued to you wish to authorize in connection with the Company to release settlement of any additional information about your employment, then you agree to provide me such RSUs and/or PSUs with a specific written request fair market value equal to release such information in response to which the Company agrees to provide information about your actual written performance appraisals dated October 1, 2000, April 1, 2002; portion of any income and May 1, 2004; provided, however, that you understand and agree that you may not accept outside employment prior payroll taxes attributable to the Employment Separation Date absent advance written authorization from me. The Company does not require or expect you to seek other employment during the period in which you are receiving compensation under this Agreement, and your compensation under this Agreement will not be reduced by any compensation you may earn from other sources during the period you are receiving compensation under this Agreement. You agree that the Separation Payments and Health Plan Premiums shall be the sole amounts paid to you after the Employment Separation Date, and you must confirm at that time, by signing this Agreement again, that you have been paid all wages due and owing to you from the Company through the Employment Separation Date, and that, other than as expressly provided in this Agreement, you shall have no entitlement or claim to any further compensation or benefits from the Company, including, without limitation, salary, bonuses, incentive compensation, stock, stock options, accrued vacation payments, severance pay, unvested pension benefits, employer-paid health benefits, fringe benefits, expense reimbursements, or any other employment benefits The Separation Payments and Health Plan Premiums shall be in lieu settlement of any other obligation of the Company for separation pay, severance pay, or any other termination-related payment to you. Should you fail to comply with the terms of this Agreement, including, for example, failing to re-execute this Agreement on the Employment Separation Date or failing to comply with any of the terms of this Agreement after the Employment Separation Date, then all of the Company's payment obligations under this Agreement will terminate immediately. The termination provisions of this section do not limit in any way the Company's remedies provided in other provisions of this Agreement, all such remedies being cumulative. The Company's decision to discontinue these payments and benefits to you under this section shall not affect the remaining obligations and benefits of this AgreementRSUs and/or PSUs).
Appears in 1 contract
Samples: Separation Agreement (Seagen Inc.)
Separation Payments. (a) In further consideration of your entering into and complying fully the event that the Executive's employment with this Agreement, and specifically conditioned upon your re-execution of this Agreement on the Employment Separation Date, the Company also agrees is terminated on or prior to provide you March 31, 2004, by the following Company without Cause or by the Executive for Good Reason, in addition to any other pay and/or benefits which have accrued to Executive, Executive shall receive separation benefitspayments and benefits as follows:
(a1) The Company will pay you continuation of Executive's then-effective base annual salary for the total gross amount longer of: (i) the period commencing on the effective date of $182,200 during the anticipated twelve-month period immediately following the Employment Separation Date Executive's termination of employment (the "Separation PaymentsTermination Date")) and ending on March 31, 2004; and (ii) the period commencing on the Termination Date and ending on the one- year anniversary of the Termination Date; such salary continuation to be paid on a semi-monthly basis in arrears for the appropriate period; plus
(2) an amount equal to two times Executive's target APC for the year in which Executive's employment is equivalent terminated, minus any amount of APC paid or payable to twelve months of your current annual salary and monthly car allowanceExecutive for any period on or prior to March 31, 2004. The Separation Payments will APC shall be paid in equal periodic amounts payable to the Executive on the regular pay dates of APC payment to other executives of the Company; it being understood that the Executive does not need to be employed by the Company on any date of payment in order to receive the APC set forth in this subparagraph 8(a)(2) or in order to receive the APC earned in the year immediately preceding the year in which Executive's employment is terminated; plus
(3) continued vesting of all equity awards through March 31, 2004 (with stock options being exercisable in accordance with the terms of stock options granted generally to executives of the Company, subject to all legally-required deductionsbut the date of termination of employment being deemed March 31, 2004); plus
(4) full vesting of his deferred compensation benefit; plus
(5) continuation of the Benefits through March 31, 2004.
(b) After Without regard to the Employment Separation end of the term under 2 above, in the event that the Executive's employment with the Company is terminated on or after April 1, 2004, by the Company without Cause, in addition to any other pay and/or benefits which have accrued to Executive, Executive shall receive separation payments and benefits as follows:
(1) continuation of Executive's then-effective base annual salary for the period commencing on the Termination Date and ending on the one-year anniversary of the Termination Date, you will have paid on a semi-monthly basis in arrears; plus
(2) one times Executive's target APC for the opportunity to extend your health plan benefits, pursuant year in which Executive's employment is terminated. APC shall be payable to the Company's procedures to elect continued coverage through COBRA, and you will be solely responsible for timely election of coverage and payment of premium amounts pursuant to COBRA. During the twelve-month period beginning Executive on the Employment Separation Date, dates of APC payment to other executives of the Company; it being understood that the Executive does not need to be employed by the Company will reimburse you for your health plan benefit premiums, at on any date of payment in order to receive the same benefit level APC set forth in this subparagraph 8(b)(2) or in order to receive the APC earned in the year immediately preceding the year in which you had as Executive's employment is terminated; plus
(3) continued vesting of all equity awards through the one-year anniversary of the Resignation Termination Date (with stock options being exercisable in accordance with the "Health Plan Premiums"terms of stock options granted generally to executives of the Company, but the date of termination of employment being deemed the one-year anniversary of the Termination Date); plus
(4) full vesting of his deferred compensation benefit; plus
(5) continuation of the Benefits through the one-year anniversary of the Termination Date.
(c) In response to reference requests received by If Executive becomes reemployed with the Company from prospective employers, the Company generally will confirm your dates of employment and last position held. If you wish to authorize the Company to release any additional information about your employment, then you agree to provide me with a specific written request to release such information in response to which the Company agrees to provide information about your actual written performance appraisals dated October 1, 2000, April 1, 2002; and May 1, 2004; provided, however, that you understand and agree that you may not accept outside employment prior to the Employment Separation Date absent advance written authorization from me. The Company does not require or expect you to seek other employment during end of the period during which he receives salary continuation pursuant to 8(a) or 8(b) above, the payments set forth in which you are receiving compensation under this Agreement, subparagraphs 8(a) or 8(b) shall cease immediately and your compensation under this Agreement will not be reduced by any compensation you may earn from other sources during the period you are receiving compensation under this Agreement. You agree that the Separation Payments irrevocably and Health Plan Premiums Executive shall be the sole amounts paid to you after the Employment Separation Date, and you must confirm at that time, by signing this Agreement again, that you have been paid all wages due and owing to you receive only remuneration from the Company through the Employment Separation Date, and that, other than as expressly provided in this Agreement, you shall have no entitlement or claim to any further compensation or benefits from the Company, including, without limitation, salary, bonuses, incentive compensation, stock, stock options, accrued vacation payments, severance pay, unvested pension benefits, employer-paid health benefits, fringe benefits, expense reimbursements, or any other employment benefits The Separation Payments and Health Plan Premiums shall be in lieu of any other obligation of the Company for separation pay, severance pay, or any other termination-related payment to you. Should you fail to comply connection with the terms of this Agreement, including, for example, failing to re-execute this Agreement on the Employment Separation Date or failing to comply with any of the terms of this Agreement after the Employment Separation Date, then all of the CompanyExecutive's payment obligations under this Agreement will terminate immediately. The termination provisions of this section do not limit in any way the Company's remedies provided in other provisions of this Agreement, all such remedies being cumulative. The Company's decision to discontinue these payments and benefits to you under this section shall not affect the remaining obligations and benefits of this Agreementnew position.
Appears in 1 contract
Separation Payments. In further consideration of your entering into release and complying fully with waiver of claims set forth in paragraph 3 below, and subject to your execution and non-revocation of this Agreement, as well as your continued compliance with the obligations set forth in paragraphs 9, 10 and specifically conditioned upon your re-execution of this Agreement on the Employment Separation Date11 below, the Company also agrees to will provide you (or your estate in the following separation benefitsevent of your death) with severance benefits (collectively, with the amounts payable as a result of subparagraph (a), the “Consideration”) consisting of:
(ai) The Company will pay you the total gross amount Continued payment of your base salary (at an annual rate of $182,200 414,544) through July 28, 2014, to be paid in accordance with the Company’s regular payroll practices;
(ii) Payment of an annual bonus in respect of the 2012 fiscal year in an amount to be determined in accordance with the terms of the Company’s 2012 annual bonus plan (as in effect as of the date hereof) without regard to the fact that your employment will have terminated prior to the payment date, to be paid at such time as annual bonuses in respect of the 2012 fiscal year are paid to other senior executives of the Company;
(iii) Payment of an amount equal to $496,909, which the parties agree is the average of the annual bonuses you received in respect of the 2009, 2010 and 2011 fiscal years, to be paid at such times as annual bonuses in respect of the 2013 fiscal year are paid to other senior executives of the Company;
(iv) Options to purchase shares of the Company’s common stock, par value $0.01 per share (“Options”) and shares of restricted common stock (“Restricted Stock”) previously granted to you that are unvested as of the Notice Date will continue to vest in accordance with the terms of the applicable award agreements until August 1, 2015 (as if you remained employed through such date), and all of your vested Options shall expire on the earlier of (A) the expiration date of the Options as set forth in the applicable award agreements (without regard to your termination), or (B) October 30, 2015; and
(v) To the extent permitted by applicable law without any penalty to you or any member of the Company Group and subject to your election of COBRA continuation coverage under the Company’s group health plan, on the first regularly scheduled payroll date of each month during the anticipated twelve-eighteen (18) month period immediately following the Employment Separation Date (the "Separation Payments"), which is equivalent to twelve months of your current annual salary and monthly car allowance. The Separation Payments will be paid in equal periodic amounts on the regular pay dates of the Company, subject to all legally-required deductions.
(b) After the Employment Separation Date, you will have the opportunity to extend your health plan benefits, pursuant to the Company's procedures to elect continued coverage through COBRA, and you will be solely responsible for timely election of coverage and payment of premium amounts pursuant to COBRA. During the twelve-month period beginning on the Employment Separation Termination Date, the Company will reimburse pay you for an amount equal to your health plan benefit premiums, at the same benefit level which you had as of the Resignation Date (the "Health Plan Premiums").
(c) In response to reference requests received by the Company from prospective employers, the Company generally will confirm your dates of employment and last position held. If you wish to authorize the Company to release any additional information about your employment, then you agree to provide me with a specific written request to release such information in response to which the Company agrees to provide information about your actual written performance appraisals dated October 1, 2000, April 1, 2002; and May 1, 2004monthly COBRA premium cost; provided, however, that the payments pursuant to this clause (v) shall cease earlier than the expiration of such eighteen (18) month period in the event that you understand and agree that you may not accept outside employment prior become eligible to the Employment Separation Date absent advance written authorization from me. The Company does not require or expect you to seek other employment during the period in which you are receiving compensation under this Agreement, and your compensation under this Agreement will not be reduced by receive any compensation you may earn from other sources during the period you are receiving compensation under this Agreement. You agree that the Separation Payments and Health Plan Premiums shall be the sole amounts paid to you after the Employment Separation Date, and you must confirm at that time, by signing this Agreement again, that you have been paid all wages due and owing to you from the Company through the Employment Separation Date, and that, other than as expressly provided in this Agreement, you shall have no entitlement or claim to any further compensation or benefits from the Company, including, without limitation, salary, bonuses, incentive compensation, stock, stock options, accrued vacation payments, severance pay, unvested pension benefits, employer-paid provided health benefits, fringe benefitsincluding through a spouse’s employer, expense reimbursements, or any other employment benefits The Separation Payments and Health Plan Premiums shall be in lieu of any other obligation of the Company for separation pay, severance pay, or any other termination-related payment to you. Should you fail to comply with the terms of this Agreement, including, for example, failing to re-execute this Agreement on the Employment Separation Date or failing to comply with any of the terms of this Agreement after the Employment Separation Date, then all of the Company's payment obligations under this Agreement will terminate immediately. The termination provisions of this section do not limit in any way the Company's remedies provided in other provisions of this Agreement, all during such remedies being cumulative. The Company's decision to discontinue these payments and benefits to you under this section shall not affect the remaining obligations and benefits of this Agreementperiod.
Appears in 1 contract
Samples: Separation and Release Agreement (Mueller Industries Inc)
Separation Payments. In further consideration for your obligations under this Letter Agreement, including but not limited to the Release and Waiver of your entering into and complying fully with Claims attached as Appendix A to this Letter Agreement, and specifically conditioned upon your re-execution subject to the other provisions of this Agreement on the Employment Separation DateLetter Agreement, the Company also agrees to provide you the following separation benefits:
and in accordance with (a) The Company will pay you the total gross amount of $182,200 during the anticipated twelve-month period immediately following the Employment Separation Date (the "Separation Payments"), which is equivalent to twelve months of your current annual salary and monthly car allowance. The Separation Payments will be paid in equal periodic amounts on the regular pay dates Section 1(a) of the Company, subject to all legally-required deductions.
(b) After the Post Employment Separation Date, you will have the opportunity to extend your health plan benefits, pursuant to the Company's procedures to elect continued coverage through COBRA, and you will be solely responsible for timely election of coverage and payment of premium amounts pursuant to COBRA. During the twelve-month period beginning on the Employment Separation Date, the Company will reimburse you for your health plan benefit premiums, at the same benefit level which you had as of the Resignation Date (the "Health Plan Premiums").
(c) In response to reference requests received by the Company from prospective employers, the Company generally will confirm your dates of employment and last position held. If you wish to authorize the Company to release any additional information about your employment, then you agree to provide me with a specific written request to release such information in response to which the Company agrees to provide information about your actual written performance appraisals dated October 1, 2000, April 1, 2002; and May 1, 2004; provided, however, that you understand and agree that you may not accept outside employment prior to the Employment Separation Date absent advance written authorization from me. The Company does not require or expect you to seek other employment during the period in which you are receiving compensation under this Agreement, and your compensation under this Agreement will not be reduced by any compensation you may earn from other sources during the period you are receiving compensation under this Agreement. You agree that the Separation Payments and Health Plan Premiums shall be the sole amounts paid to you after the Employment Separation Date, and you must confirm at that time, by signing this Agreement again, that you have been paid all wages due and owing to you from the Company through the Employment Separation Date, and that, other than as expressly provided in this Competition Agreement, you shall have no entitlement or claim receive payments of $141,666.66 per month, for a period of twenty-four (24) months, and (b) Section 1(b) of the Post Employment Competition Agreement, you shall receive payments totaling two times your “Bonus” (i.e., the amount payable to any further compensation or benefits from you under the CompanyManagement Incentive Plan (as defined in Paragraph 3 below) in respect of Xxxxxxx’s fiscal year ending September 27, including2019, without limitationit being understood and agreed by the parties hereto that the percentage of such Bonus related to your achievement of your Individual Performance Objectives in respect of such fiscal year shall be determined to be achieved based on the same percentage as Aramark’s actual achievement of the applicable Financial Objective metrics for fiscal year 2019 (the payments described in clauses (a) and (b) hereof, salarycollectively, bonuses, incentive compensation, stock, stock options, accrued vacation payments, severance pay, unvested pension benefits, employer-paid health benefits, fringe benefits, expense reimbursements, or any other employment benefits The the “Separation Payments”). Separation Payments and Health Plan Premiums shall be in lieu of any other obligation of paid monthly, less all applicable withholding taxes and payroll deductions, and shall commence within sixty (60) days following the Company for separation pay, severance pay, or any other termination-related payment Retirement Date. The period during which you are eligible to you. Should you fail to comply receive your Separation Payments (the “Separation Pay Period”) shall commence with the terms Retirement Date, assuming that you timely execute and do not revoke this Letter Agreement and the Release and Waiver of Claims attached as Appendix A to this Agreement, including, for example, failing to re-execute this Letter Agreement on the Employment Separation Date or failing to comply in accordance with any each of the terms hereof and thereof. These payments shall constitute full satisfaction of this Agreement after the Employment Separation Date, then all any obligations owed to you by Aramark under Sections 1(a) and 1(b) of the Company's payment obligations under this Agreement will terminate immediately. The termination provisions of this section do not limit in any way the Company's remedies provided in other provisions of this Agreement, all such remedies being cumulative. The Company's decision to discontinue these payments and benefits to you under this section shall not affect the remaining obligations and benefits of this Post Employment Competition Agreement.
Appears in 1 contract
Separation Payments. In further consideration a. If you decide to trigger the Early Resignation End Date, in exchange for your timely execution and non-revocation of this Letter Agreement, including the Release in Section (6) of this Letter Agreement, and the Affirmation of Letter Agreement and Release of Claims which is attached hereto as Exhibit A and your continued compliance with the terms of your entering into Employment Agreement and complying fully with this Letter Agreement, the Company agrees to:
(i) continue payment of your Base Salary less lawful deductions through the Early Resignation End Date, which shall be paid in semi-monthly payments on the Company’s regular payroll dates;
(ii) pay you a one-time separation payment equal to (A) the Base Salary you would have received between the Early Resignation End Date and the Planned Employment End Date, plus (B) Five Hundred Sixty-Five Thousand Five Hundred and Six Dollars (US $565,506), less (C) deductions required by law (the “Early Separation Payment”). The Early Separation Payment shall be made within thirty (30) days following the Early Resignation End Date, provided you timely sign and do not revoke the Affirmation of Letter Agreement and Release of Claims, which is attached hereto as Exhibit A. The Early Separation Payment shall not be considered compensation for purposes of any employee benefit plan, program, policy or arrangement maintained or hereafter established by the Company or any of its affiliates; and 2 | Page
(iii) provide you the Senior Executive Benefits through the Early Resignation End Date.
b. If your employment has not been terminated for the reasons set forth in Section 4(a) above, your last day of employment shall be the Planned Employment End Date, and in exchange for your timely execution and non-revocation of this Agreement, and specifically conditioned upon your re-execution including the Release in Section 6 of this Letter Agreement, and the Affirmation of Letter Agreement on and Release of Claims which is attached hereto as Exhibit A and your continued compliance with the terms of your Employment Separation DateAgreement and this Letter Agreement, the Company also agrees to provide you the following separation benefitsto:
(ai) The Company will pay you continue payment of your Base Salary less lawful deductions for the total gross amount of $182,200 during period May 16, 2020 through the anticipated twelve-month period immediately following the Planned Employment Separation Date (the "Separation Payments")End Date, which is equivalent to twelve months of your current annual salary and monthly car allowance. The Separation Payments will be paid in equal periodic amounts semi-monthly payments on the Company’s regular payroll dates;
(ii) pay dates you a one-time separation payment equal to Five Hundred Sixty-Five Thousand Five Hundred and Six Dollars (US $565,506), less deductions required by law (the “Planned Separation Payment”). The Planned Separation Payment shall be made within thirty (30) days following the Planned Employment Date, provided you timely sign and do not revoke the Affirmation of Letter Agreement and Release of Claims, which is attached hereto as Exhibit A. The Planned Separation Payment shall not be considered compensation for purposes of any employee benefit plan, program, policy or arrangement maintained or hereafter established by the Company, subject to all legally-required deductionsCompany or any of its affiliates; and
(iii) provide you the Senior Executive Benefits through the Planned Employment End Date.
(b) After c. You acknowledge and represent that, other than the Employment Early Separation DatePayment or the Planned Separation Payment, you will have the opportunity already received all compensation to extend which you were entitled by virtue of your health plan benefits, pursuant to employment relationship with the Company's procedures to elect continued coverage through COBRA, and you will be solely responsible for timely election of coverage and payment of premium amounts pursuant to COBRA. During the twelve-month period beginning on the including any entitlements outlined in your Employment Separation DateAgreement, the Company will reimburse you for your health plan benefit premiums, at the same benefit level which you had as of the Resignation Date (the "Health Plan Premiums")your Employment End Date.
(c) In response to reference requests received by the Company from prospective employers, the Company generally will confirm your dates of employment and last position held. If you wish to authorize the Company to release any additional information about your employment, then you agree to provide me with a specific written request to release such information in response to which the Company agrees to provide information about your actual written performance appraisals dated October 1, 2000, April 1, 2002; and May 1, 2004; provided, however, that you d. You understand and agree that you may not accept outside employment prior to the Employment Separation Date absent advance written authorization from me. The Company does not require or expect you to seek other employment during the period in which between May 16, 2020 and your Employment End Date, you are receiving compensation under this Agreementremain subject to all Company policies, procedures, and your compensation under this Agreement will not be reduced by any compensation you may earn from other sources during the period you are receiving compensation under this Agreement. You agree that the Separation Payments and Health Plan Premiums shall be the sole amounts paid to you after the Employment Separation Date, and you must confirm at that time, by signing this Agreement again, that you have been paid all wages due and owing to you from the Company through the Employment Separation Date, and that, other than as expressly provided in this Agreement, you shall have no entitlement or claim to any further compensation or benefits from the Company, including, without limitation, salary, bonuses, incentive compensation, stock, stock options, accrued vacation payments, severance pay, unvested pension benefits, employer-paid health benefits, fringe benefits, expense reimbursements, or any other employment benefits The Separation Payments and Health Plan Premiums shall be in lieu of any other obligation of the Company for separation pay, severance pay, or any other termination-related payment to you. Should you fail to comply with the terms of this Agreement, including, for example, failing to re-execute this Agreement on the Employment Separation Date or failing to comply with any of the terms of this Agreement after the Employment Separation Date, then all of the Company's payment obligations under this Agreement will terminate immediately. The termination provisions of this section do not limit in any way the Company's remedies provided in other provisions of this Agreement, all such remedies being cumulative. The Company's decision to discontinue these payments and benefits to you under this section shall not affect the remaining obligations and benefits of this Agreementpractices.
Appears in 1 contract
Samples: Employment Agreement (Sensata Technologies Holding PLC)
Separation Payments. In further Provided that Executive executes this Agreement without revoking it during the revocation period described in Section 5, Humacyte shall provide the following payments to Executive pursuant to the Employment Agreement, which Executive agrees constitutes good and valuable consideration for each and all of your entering into and complying fully with his promises set forth in this Agreement:
a) A total amount of $583,495.12, less any applicable taxes and specifically conditioned upon your re-execution withholdings, which is equal to twelve (12) months of Executive’s current base salary with payment of such amount to be made in substantially equal installments on the same payroll schedule applicable to Executive immediately prior to his separation from service. Such payments shall commence no later than on the first such payroll date following the sixtieth (60th) day after the Separation Date, provided that Executive has returned by such sixtieth (60th) day an executed copy of this Agreement on without modification and the Employment Separation Date, the Company also agrees to provide you the following separation benefits:seven-day revocation period has expired;
(ab) The Company will pay you the total gross An amount of $182,200 during 221,728.15, less any applicable taxes and withholdings, which represents a bonus payment equal to ninety-five percent (95%) of forty percent (40%) of Executive’s current base salary, with such amount to be paid no later than March 15, 2022; and
c) Reimbursement to Executive for the anticipated twelve-month cost to continue Executive’s and his family’s health insurance under the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”) for a period of twelve (12) months immediately following the Employment Separation Date Date. Executive agrees that if Executive becomes covered under another employer’s group health plan or otherwise ceases to be eligible for COBRA during the 12-month period, Executive must immediately notify Humacyte of such event and may no longer be entitled to continued COBRA payments by Humacyte. Executive’s entitlement to the payments set forth in this section is subject to his full compliance with his obligations under the Agreement, including Section 8 (the "Separation Payments"), which is equivalent to twelve months of your current annual salary and monthly car allowance. The Separation Payments will be paid in equal periodic amounts on the regular pay dates Non-Disparagement) of the Company, subject to all legally-required deductions.
(b) After the Employment Separation Date, you Agreement. Executive agrees that he will have the opportunity to extend your health plan benefits, pursuant forfeit any right to the Company's procedures above-described payments if he breaches his obligations under this Agreement; in the event of such breach, Humacyte will immediately cease making payments to elect continued coverage through COBRAExecutive and Executive must immediately return any payments made by Humacyte under this section. Aside from the payments set forth above, each party is responsible for its own costs, attorneys’ fees, and you will be solely responsible for timely election of coverage and payment of premium amounts pursuant to COBRAexpenses. During the twelve-month period beginning on the Employment Separation DateIn addition, the Company will reimburse you for your health plan benefit premiums, at cash payments described above are the same benefit level which you had as of the Resignation Date (the "Health Plan Premiums").
(c) In response to reference requests received by the Company from prospective employers, the Company generally will confirm your dates of employment and last position held. If you wish to authorize the Company to release any additional information about your employment, then you agree to provide me only cash payments payable in connection with a specific written request to release such information in response to which the Company agrees to provide information about your actual written performance appraisals dated October 1, 2000, April 1, 2002; and May 1, 2004; provided, however, that you understand and agree that you may not accept outside employment prior to the Employment Separation Date absent advance written authorization from me. The Company does not require or expect you to seek other employment during the period in which you are receiving compensation Executive’s separation under this Agreement, and your compensation under this Agreement will not be reduced by any compensation you may earn from other sources during the period you are receiving compensation under this Agreement. You agree that the Separation Payments and Health Plan Premiums shall be the sole amounts paid to you after the Employment Separation DateAgreement, and you must confirm at that time, by signing this Agreement again, that you have been paid all wages due and owing to you from the Company through the Employment Separation Date, and that, other than as expressly provided in this Agreement, you shall have no entitlement or claim to any further compensation or benefits from the Company, including, without limitation, salary, bonuses, incentive compensation, stock, stock options, accrued vacation payments, severance pay, unvested pension benefits, employer-paid health benefits, fringe benefits, expense reimbursements, or any other employment benefits The Separation Payments and Health Plan Premiums shall be in lieu of any other obligation of the Company for separation pay, severance pay, or any other termination-related payment to you. Should you fail to comply with the terms of this Agreement, including, for example, failing to re-execute this Agreement on the Employment Separation Date or failing to comply with any of the terms of this Agreement after the Employment Separation Date, then all of the Company's payment obligations under this Agreement will terminate immediately. The termination provisions of this section do not limit in any way the Company's remedies provided in other provisions of this Agreement, all such remedies being cumulative. The Company's decision to discontinue these payments and benefits to you under this section shall not affect the remaining obligations and benefits of this AgreementAmendment 1.
Appears in 1 contract
Samples: Executive Separation and Release Agreement (Humacyte, Inc.)
Separation Payments. In further consideration of your entering into the covenants set forth herein and complying fully with this Agreement, the Effective Date and specifically conditioned upon your rethe Re-execution of this Agreement on the Employment Separation Execution Effective Date, the Company also agrees to will provide you with the following separation benefits:payments and benefits (collectively, the “Separation Payments”):
(a) The Company will pay you the total gross an aggregate amount of $182,200 during 1,577,000 (the anticipated twelve-month period immediately “Severance”), less all applicable withholdings and authorized or required deductions, which will be paid to you in installments, with the first installment of $788,500 paid on the sixtieth (60th) calendar day following the Employment Separation Date (provided that the "Separation Payments"Re-Execution Effective Date occurs), which is equivalent to twelve months of your current annual salary and monthly car allowance. The Separation Payments will be the remaining $788,500 paid in equal periodic amounts installments of $197,125 on the regular pay dates each of the Companythree, subject to all legally-required deductions.four, five and six month anniversaries of the Separation Date;
(b) After the Employment Separation Date, you will have the opportunity to extend your health plan benefits, pursuant to the extent you timely elect COBRA continuation coverage under the Company's procedures to elect continued coverage through COBRA, and you will be solely responsible for timely election of coverage and payment of premium amounts pursuant to COBRA. During the twelve-month period beginning on the Employment Separation Date’s group insurance plans, the Company will reimburse you for your health plan benefit premiums, at the same benefit level which amount of COBRA continuation premiums (less required co-pay) until the earlier of (i) 12 months following the Separation Date and (ii) such time as you had as of are no longer eligible for COBRA continuation coverage (with you being required to notify the Resignation Date (the "Health Plan Premiums"Company within one week after becoming eligible for group medical coverage from another employer).;
(c) In response to reference requests received by the Company from prospective employerswill reimburse you for (i) financial counseling services for 12 months following the Separation Date, subject to a maximum benefit of $30,000, and (ii) outplacement counseling services for 12 months following the Company generally Separation Date, subject to a maximum benefit of $30,000. You will confirm be responsible for selecting any financial counseling advisors and any outplacement services providers;
(d) the option to purchase 66,000 shares of the Company’s Common Stock that was granted to you under the Company’s Management Incentive Plan and the Stock Option Award Agreement thereunder, dated as of May 4, 2017 (the “Option Agreement”), will fully vest on the Separation Date and will remain exercisable until it expires on the second anniversary of the Separation Date;
(e) at your dates election as indicated on the signature page hereto (provided that the Re-Execution Effective Date occurs), either (i) a cash payment of employment $155,540, less all applicable withholdings and last position held. If you wish to authorize authorized or required deductions, or (ii) 22,000 shares of the Company to release any additional information about your employmentCompany’s Common Stock, then you agree to provide me with a specific written request to release paid or delivered, as applicable, on the sixtieth (60th) calendar day following the Separation Date; provided that such information in response to which the Company agrees to provide information about your actual written performance appraisals dated October 1shares, 2000if applicable, April 1, 2002; and May 1, 2004; provided, however, that you understand and agree that you may not accept outside employment be sold, assigned, conveyed, gifted, pledged, hypothecated or otherwise transferred in any manner, other than by will or the laws of descent or distribution, prior to the Employment third anniversary of the Separation Date absent advance written authorization from meDate; and
(f) in the event that a Change of Control (as defined in the Company’s Management Incentive Plan) occurs on or prior to October 27, 2018, the 44,000 shares of the Company’s Common Stock covered by the award of restricted stock units granted to you under the Company’s Management Incentive Plan and the Restricted Stock Unit Award Agreement thereunder, dated as of May 4, 2017 (the “RSU Agreement”), that were scheduled to vest in installments of 22,000 shares on May 4, 2019 and 22,000 shares on May 4, 2020 will immediately be 100% vested. The Company does not require or expect you to seek other employment during This arrangement supersedes Section 2(c) of the period in which you are receiving compensation under this RSU Agreement, and your compensation under this Agreement which would provide for immediate forfeiture of the unvested restricted stock units upon the Separation Date. For clarity, you will not be reduced eligible to vest in the 22,000 shares covered by any compensation you may earn from other sources during the period you are receiving compensation under this Agreement. You agree RSU Agreement that the Separation Payments and Health Plan Premiums shall be the sole amounts paid were scheduled to you after the Employment Separation Datevest on May 4, 2018, and you must confirm at the 44,000 shares covered by the RSU Agreement that timewere scheduled to vest in installments on May 4 of 2019 and 2020 will only become vested in the event that a Change of Control occurs on or prior to October 27, by signing this Agreement again, that you have been paid all wages due and owing to you from the Company through the Employment Separation Date, and that, other than as expressly provided in this Agreement, you shall have no entitlement or claim to any further compensation or benefits from the Company, including, without limitation, salary, bonuses, incentive compensation, stock, stock options, accrued vacation payments, severance pay, unvested pension benefits, employer-paid health benefits, fringe benefits, expense reimbursements, or any other employment benefits The Separation Payments and Health Plan Premiums shall be in lieu of any other obligation of the Company for separation pay, severance pay, or any other termination-related payment to you. Should you fail to comply with the terms of this Agreement, including, for example, failing to re-execute this Agreement on the Employment Separation Date or failing to comply with any of the terms of this Agreement after the Employment Separation Date, then all of the Company's payment obligations under this Agreement will terminate immediately. The termination provisions of this section do not limit in any way the Company's remedies provided in other provisions of this Agreement, all such remedies being cumulative. The Company's decision to discontinue these payments and benefits to you under this section shall not affect the remaining obligations and benefits of this Agreement2018.
Appears in 1 contract
Separation Payments. In further consideration of your entering into and complying fully with Employee's agreement to the terms of this Agreement, and specifically conditioned upon your re-execution of this Agreement on the Employment Separation Date, the Company also agrees to provide you the following separation benefits:
(a) The Company will pay you Employee the total gross amount of $182,200 during the anticipated twelve-month period immediately following the Employment Separation Date amounts (the "Separation Payments"), which is equivalent to twelve months of your current annual salary and monthly car allowance. The Separation Payments will be paid in equal periodic amounts on ):
a. For the regular pay dates of the Company, subject to all legally-required deductions.
(b) After the Employment Separation Date, you will have the opportunity to extend your health plan benefits, pursuant to the Company's procedures to elect continued coverage through COBRA, and you will be solely responsible for timely election of coverage and payment of premium amounts pursuant to COBRA. During the twelve-month period beginning on the date hereof through March 5, 2005 (the "Post-Employment Separation DatePeriod"), the Company will reimburse you for your health plan benefit premiums, at continue to pay to Employee an amount equal to the same benefit level which you had Employee's base salary of $525,000 as in effect under the Employment Agreement as of the Resignation Date date hereof. Such base salary shall continue to be paid in accordance with the prevailing payroll schedule for Company executives, in weekly payments of $10,096.16, subject to applicable tax withholding as W-2 income and reported in accordance therewith, such first payment to be made on or as soon as practicable after the eighth (8th) day following the "Health Plan Premiums")date Employee executes this Agreement.
b. On the eighth (c8th) In response day following the date Employee executes this Agreement, Company shall pay to reference requests received by Employee, in a lump sum, Eighty-five Thousand Six Hundred Three Dollars and 60/100 ($85,603.60), less applicable tax withholdings, representing the Company from prospective employers, dollar value of all of Employee's accrued but unused vacation as of the Company generally will confirm your dates date hereof and twelve months dues for the Avilx Xxxntry Club.
c. As promptly as practicable following the execution of employment and last position held. If you wish to authorize the Company to release any additional information about your employment, then you agree to provide me with a specific written request to release such information in response to which the Company agrees to provide information about your actual written performance appraisals dated October 1, 2000, April 1, 2002; and May 1, 2004; provided, however, that you understand and agree that you may not accept outside employment prior to the Employment Separation Date absent advance written authorization from me. The Company does not require or expect you to seek other employment during the period in which you are receiving compensation under this Agreement, and your compensation under this Agreement will not be reduced by any compensation you may earn from other sources during in no event later than the period you are receiving compensation under this Agreement. You agree that eighth (8th) day following the Separation Payments and Health Plan Premiums shall be the sole amounts paid to you after the Employment Separation Date, and you must confirm at that time, by signing this Agreement again, that you have been paid all wages due and owing to you from the Company through the Employment Separation Date, and that, other than as expressly provided in date Employee executes this Agreement, you shall have no entitlement or claim to any further compensation or benefits from the Company, including, without limitation, salary, bonuses, incentive compensation, stock, stock options, accrued vacation payments, severance pay, unvested pension benefits, employer-paid health benefits, fringe benefits, expense reimbursements, or any other employment benefits The Separation Payments and Health Plan Premiums shall be in lieu of any other obligation of the Company for separation paywill, severance pay, or any other termination-related payment to you. Should you fail to comply in accordance with the terms of this Agreement, including, for example, failing to re-execute this Agreement on the Employment Separation Date or failing to comply with any of the terms of this Agreement after the Employment Separation Date, then all of the Company's payment obligations under this Agreement will terminate immediatelystandard expense reimbursement policies, reimburse Employee for all appropriately documented travel and other Company expense items submitted by Employee for reimbursement. The termination provisions of this section do not limit Thereafter, the Company will, in any way accordance with the Company's remedies provided in standard expense reimbursement policies, promptly reimburse Employee for any additional Company expenses appropriately incurred by Employee during his employment with the Company as credit card and other provisions of this Agreement, all such remedies being cumulative. The Company's decision charges are received by Employee and submitted to discontinue these payments and benefits to you under this section shall not affect the remaining obligations and benefits of this AgreementCompany with appropriate documentation for reimbursement.
Appears in 1 contract
Samples: Employment Separation Agreement (Sykes Enterprises Inc)
