Severance Payment and Other Benefits. (a) Subject to Executive’s timely execution of this Release, delivery of the same to the Company no later than October 19, 2023, which is more than twenty-one (21) days following his receipt of this Release’s initial proposal, and non-revocation thereof prior to the Effective Date (as defined in Section 5), and Executive’s full and ongoing compliance with and fulfillment of all of Executive’s surviving covenants and obligations in the Employment Agreement (as modified by Section 1(e) of this Release) and this Release, the Company shall provide and/or pay the following to Executive, subject to all applicable withholdings: (i) an Annual Bonus for the fiscal year ending January 31, 2024 (“FY24”), if any, as determined by the Compensation Committee (the “Compensation Committee”) of the Company’s Board of Directors following the end of FY24 based on the Company’s achievement of the pre-established performance measures for such Annual Bonus, to be paid to Executive at such time such bonus is payable to similarly situated officers of the Company and not to be withheld uniquely from Executive in relation to other participants in the Annual Bonus Plan, but in no event later than April 15, 2024; (ii) if Executive has not secured other employment as of January 31, 2024, continued payment of Executive’s current Base Salary until the earlier of the date Executive secures such other employment or April 30, 2024, payable bi-weekly following the Termination Date; provided, however, all such payments shall be made no later than April 15, 2024 (including any amount attributable to the period, if any, through April 30, 2024, as applicable); and provided, further, payment shall commence on the first practicable bi-weekly payroll date following the Effective Date of the Supplemental Release, with such initial payment including any amount that was otherwise scheduled to be paid prior thereto; provided, further that the balance of the payments due to be paid after the initial payment commencement shall be paid in accordance with the normal bi-weekly schedule over the remainder of such period (collectively, (i)-(ii), the “Severance Payment”). (b) Executive’s outstanding restricted stock units (“RSUs”) granted to Executive pursuant to those certain restricted stock unit award agreements, with grant dates of June 16, 2021, April 7, 2022 and March 30, 2023, each by and between the Company and Executive (collectively, the “RSU Award Agreements”), which RSUs shall continue to vest and settle into shares of common stock of the Company on their scheduled vesting dates set forth in the respective RSU Award Agreements despite the fact that Executive may not be continuously providing service to the Company on such date; provided, however, in the case of the performance-based RSUs, such RSUs shall only vest to the extent of actual performance achieved as certified by the Compensation Committee, and the Company shall provide Executive with a schedule showing how the performance-based RSUs that vested were calculated based on the level of performance achieved (the “Calculation Schedule”) within two business days following the certification of the performance measures by the Compensation Committee, except that if such Calculation Schedule contains material non-public information, then the Company shall provide the Calculation Schedule within two business days after the disclosure of the material non-public information contained in such Calculation Schedule; provided further, in the event of a Change in Control (as defined in the Company’s 2017 Equity Incentive Plan, as amended (the “Equity Plan”), including application of the final paragraph of such definition as if subject to Section 409A (as defined in Section 12 of this Release)) that occurs prior to a scheduled vesting date, all outstanding performance-based RSUs shall fully vest, assuming achievement at the target performance level, and settle as of the date of the Change in Control, yet subject to the provisions of Section 3(d) of the Equity Plan and shall in no event be settled or paid later than two and one-half (2.5) months following such Change in Control. For the avoidance of doubt, in the event of a Change in Control, time-based RSUs shall continue to vest and settle on their scheduled vesting dates, subject to Section 3(d)(vii) of the Equity Plan. In the event of a change in rule or regulation of the Securities and Exchange Commission (“SEC”) or Internal Revenue Service (“IRS”) that would reduce or eliminate Executive’s rights with respect to the RSUs as provided in this Section 1(b) at any time prior to the settlement of such RSUs in shares of the Company’s common stock, the Company and Executive will negotiate in good faith to provide compensation as nearly as possible to the compensation contemplated under this Section 1(b), to the extent permitted by the rules and regulations of the SEC and IRS and all applicable law. As modified by the foregoing, such RSUs shall continue to be governed by the applicable RSU Award Agreements according to their terms. Executive understands and agrees that, as of the Termination Date, Executive forfeits all rights to any other restricted stock units and any other equity awards not specifically permitted to vest pursuant to this Section 1(b). (c) If Executive is a participant in the Company’s group health, dental, or vision plans, he will receive a notice of COBRA rights from Company’s COBRA administrator regarding his eligibility to elect continuation coverage in accordance with the terms of the documents governing such benefits and subject to his payment of the COBRA premium(s). (d) The execution of this Release shall not affect Executive’s vested rights, if any, under (i) the Company’s 401(k) Retirement Plan (“Retirement Plan”), or (ii) subject to Section 1(b), the Company’s equity plans as of the Termination Date. Executive may not make or receive on his behalf any further contributions or benefit accruals under the Company’s Retirement Plan attributable to the period following the Termination Date. (e) The Company hereby waives the non-competition covenant set forth in the first sentence of Section 5 of the Employment Agreement; provided, however, that all remaining covenants set forth in Section 5 of the Employment Agreement shall remain in effect in accordance with their terms, including for the avoidance of doubt, Executive’s covenants not to solicit employees or customers of the Company and Executive’s confidentiality covenant. Provided, however, that this Release, which supersedes the Employment Agreement, allows Executive’s new employer, but with absolutely no personal involvement of Executive, to continue to solicit business from any Lakeland customer (defined as anyone that has done business with Lakeland in the 12 months before the date of this Release) if such new employer (a) has solicited business from or made sales to the customer before hiring Executive, and (b) does not use any of Lakeland's proprietary, non-public information in connection with such solicitation, sale or otherwise. Other than the foregoing benefits described in the preceding terms and provisions of Section 1, Executive understands and agrees that he will neither receive nor be entitled to any other compensation, payments, or benefits from the Company.
Appears in 1 contract
Samples: General Release and Separation Agreement (Lakeland Industries Inc)
Severance Payment and Other Benefits. (a) Subject to ExecutiveIn full consideration of Employee’s timely execution of this ReleaseAgreement, delivery and Employee’s agreement to be legally bound by its terms, the Company agrees (i) to pay to Employee as severance pay the gross sum of $291,862 (representing one year of Employee’s base salary as in effect on the same Separation Date plus an amount equal to the Company no later than October 19, 2023, which is more than twenty-one (21) days following his receipt of this Release’s initial proposal, and non-revocation thereof prior to average annual bonus received by Employee for the Effective Date (as defined in Section 5three years preceding the Separation Date), and Executivethe gross sum of $53,771 (representing a prorated portion of Employee’s full and ongoing compliance with and fulfillment of all of Executive’s surviving covenants and obligations in the Employment Agreement (as modified by Section 1(e) of this Release) and this Release, the Company shall provide and/or pay the following to Executive, subject to all applicable withholdings: (i) an Annual Bonus for the fiscal year ending January 31, 2024 (“FY24”2005 target annual incentive), if any, as determined minus all payroll deductions required by the Compensation Committee law or authorized by Employee (the “Compensation Committee”) of the Company’s Board of Directors following the end of FY24 based on the Company’s achievement of the pre-established performance measures for such Annual Bonus, to be paid to Executive at such time such bonus is payable to similarly situated officers of the Company and not to be withheld uniquely from Executive in relation to other participants in the Annual Bonus Plan, but in no event later than April 15, 2024; (ii) if Executive has not secured other employment as of January 31, 2024, continued payment of Executive’s current Base Salary until the earlier of the date Executive secures such other employment or April 30, 2024, payable bi-weekly following the Termination Date; provided, however, all such payments shall be made no later than April 15, 2024 (including any amount attributable to the period, if any, through April 30, 2024, as applicable); and provided, further, payment shall commence on the first practicable bi-weekly payroll date following the Effective Date of the Supplemental Release, with such initial payment including any amount that was otherwise scheduled to be paid prior thereto; provided, further that the balance of the payments due to be paid after the initial payment commencement shall be paid in accordance with the normal bi-weekly schedule over the remainder of such period (collectively, (i)-(ii), the “Severance Payment”); (ii) to continue Employee as a participant (if enrolled on the Separation Date) in the Company’s Medical Plan, Dental Plan, basic Life Insurance Program and Employee Assistance Program for one year after the Separation Date (provided, however, that if and when Employee becomes eligible for benefits through reemployment, Employee shall promptly notify the Company of such eligibility and the Company’s obligation to provide such coverage pursuant to this Agreement shall cease immediately), on the same terms as when Employee was an active employee of the Company, except at no cost to Employee, and (iii) to provide Employee with up to six (6) month(s) of outplacement counseling and services through a provider retained by the Company or a provider selected by Employee provided the cost shall not exceed $15,000 in the aggregate and in no event will USEC be obligated to provide cash in lieu of outplacement services.
(b) Executive’s outstanding restricted stock units The Severance Payment shall be paid in equal installments over a period of one (“RSUs”1) granted to Executive pursuant to those certain restricted stock unit award agreements, with grant dates of June 16, 2021, April 7, 2022 and March 30, 2023, each by and between the Company and Executive (collectively, the “RSU Award Agreements”), which RSUs shall continue to vest and settle into shares of common stock of the Company on their scheduled vesting dates set forth in the respective RSU Award Agreements despite the fact that Executive may not be continuously providing service to the Company on such date; provided, howeveryear, in the case of the performance-based RSUs, such RSUs shall only vest to the extent of actual performance achieved as certified by the Compensation Committee, and the Company shall provide Executive accordance with a schedule showing how the performance-based RSUs that vested were calculated based on the level of performance achieved (the “Calculation Schedule”) within two business days following the certification of the performance measures by the Compensation Committee, except that if such Calculation Schedule contains material non-public information, then the Company shall provide the Calculation Schedule within two business days after the disclosure of the material non-public information contained in such Calculation Schedule; provided further, in the event of a Change in Control (as defined in the Company’s 2017 Equity Incentive Planregular pay schedule. The Company shall commence such payments upon either the next regularly scheduled pay day after the 8th day following Employee’s execution of this Agreement or the next regularly scheduled pay day after the Separation Date, as amended (whichever is later. To the “Equity Plan”)extent required by Treasury guidelines, including application regulations or any other applicable law or regulations, all or any portion of the final paragraph of such definition as if subject to Section 409A (as defined in Section 12 of this Release)) that occurs prior to a scheduled vesting dateSeverance Payment may, all outstanding performance-based RSUs shall fully vest, assuming achievement at the target performance level, and settle as of the date of the Change in Control, yet subject to the provisions of Section 3(d) of the Equity Plan and shall in no event be settled or paid later than two and one-half (2.5) months following such Change in Control. For the avoidance of doubt, in the event of a Change in Control, time-based RSUs shall continue to vest and settle on their scheduled vesting dates, subject to Section 3(d)(vii) of the Equity Plan. In the event of a change in rule or regulation of the Securities and Exchange Commission (“SEC”) or Internal Revenue Service (“IRS”) that would reduce or eliminate Executive’s rights with respect to the RSUs as provided in this Section 1(b) at any time prior to the settlement of such RSUs in shares discretion of the Company’s common stock, the Company and Executive will negotiate be paid in good faith to provide compensation as nearly as possible to the compensation contemplated under this Section 1(b), to the extent permitted by the rules and regulations of the SEC and IRS and all applicable law. As modified by the foregoing, such RSUs shall continue to be governed by the applicable RSU Award Agreements according to their terms. Executive understands and agrees that, as of the Termination Date, Executive forfeits all rights to any other restricted stock units and any other equity awards not specifically permitted to vest pursuant to this Section 1(b)a lump sum payment on an accelerated basis.
(c) If Executive is a participant Employee acknowledges and agrees that the Severance Payment and other benefits provided in Section 2(a) constitute consideration that, but for the Company’s group health, dental, or vision plans, he will receive a notice of COBRA rights from Company’s COBRA administrator regarding his eligibility to elect continuation coverage in accordance with the terms of the documents governing such benefits and subject to his payment of the COBRA premium(s).
(d) The execution of this Release shall not affect Executive’s vested rights, if any, under (i) the Company’s 401(k) Retirement Plan (“Retirement Plan”), or (ii) subject to Section 1(b), the Company’s equity plans as of the Termination Date. Executive may not make or receive on his behalf any further contributions or benefit accruals under the Company’s Retirement Plan attributable to the period following the Termination Date.
(e) The Company hereby waives the non-competition covenant set forth in the first sentence of Section 5 of the Employment Agreement; provided, however, that all remaining mutual covenants set forth in Section 5 of the Employment Agreement shall remain in effect in accordance with their termsthis Agreement, including for the avoidance of doubt, Executive’s covenants not to solicit employees or customers of the Company otherwise would not be obligated to provide to Employee and Executive’s confidentiality covenant. Provided, however, that this Release, which supersedes the Employment Agreement, allows Executive’s new employer, but with absolutely Company is under no personal involvement of Executive, obligation whatsoever to continue to solicit business from any Lakeland customer (defined as anyone that has done business with Lakeland in the 12 months before the date of this Release) if such new employer (a) has solicited business from or made sales to the customer before hiring Executive, and (b) does not use any of Lakeland's proprietary, non-public information in connection with such solicitation, sale or otherwise. Other than the foregoing benefits described in the preceding terms and provisions of Section 1, Executive understands and agrees that he will neither receive nor be entitled to make any other compensation, payments, or benefits from the Companyseverance payment to Employee.
Appears in 1 contract
Samples: Severance Agreement (Usec Inc)
Severance Payment and Other Benefits. (a) Subject to Executive’s timely execution of this Release, delivery In the event the employment of the same to Executive is terminated by the Company no later for a reason other than October 19, 2023, which is more than twenty-one (21) days following his receipt of this Release’s initial proposal, and non-revocation thereof prior to the Effective Date for Cause (as defined in Section 5below), and Executive’s full and ongoing compliance with and fulfillment of all of Executive’s surviving covenants and obligations in or by the Employment Agreement Executive for Good Reason (as modified by Section 1(e) of this Release) and this Releasedefined below), the Company shall provide and/or pay to the Executive a severance payment equal to 12 months of his then-current monthly base salary plus target annual bonus, as in effect on the Executive’s last day of employment, and will reimburse the Executive for cost of COBRA for medical, dental and vision benefits for 12 months following the Executive’s last day of employment. The severance payment shall be payable in full within 10 business days after the effective date of the release referenced in subsection (c) below, unless the parties agree otherwise. In addition, 50% of the portion of each of the Executive’s Initial Awards and Special Awards which would otherwise become vested on or before the first anniversary of the date Executive’s employment is terminated shall be immediately vested, such vested awards that were granted as restricted stock shall be free of restrictions and such vested awards that were granted as options shall remain exercisable for a period of 6 months following the Executive’s last day of employment (but not to exceed the original term of such awards). In the event that the Executive is entitled to severance under Section 3(b) below, this Section 3(a) shall not apply and shall have no further force or effect.
(b) In the event the employment of the Executive is terminated by the Company for a reason other than for Cause within twelve (12) months following a Change of Control (as defined below) of the Company or by the Executive for Good Reason within twelve (12) months following a Change of Control of the Company, the Company shall pay to the Executive a severance payment equal to the sum of 24 months of his then-current monthly base salary plus two times his target annual bonus, as in effect on the Executive’s last day of employment, subject to all applicable withholdings: and will reimburse the Executive for cost of COBRA for medical, dental and vision benefits for 18 months following the Executive’s last day of employment. The severance payment shall be payable in full within 10 business days after the effective date of the release referenced in subsection (c) below, unless the parties agree otherwise. In addition, (i) an Annual Bonus for in the fiscal year ending January 31, 2024 (“FY24”), if any, as determined by event the Compensation Committee (Change in Control occurs on or after the “Compensation Committee”) first anniversary of the CompanyEffective Date of the Letter Agreement, 1/3 of the Executive’s Board Initial Awards and Special Awards which are not then vested (taken proportionately from each of Directors the remaining vesting tranches) shall immediately vest as of the date of termination, (ii) in the event the Change in Control occurs on or after the second anniversary of the Effective Date of the Letter Agreement, 2/3 of the Executive’s Initial Awards and Special Awards which are not then vested (taken proportionately from each of the remaining vesting tranches) shall immediately vest as of the date of termination, (iii) in the event the Change in Control occurs on or after the third anniversary of the Effective Date of the Letter Agreement, all of the Executive’s Initial Awards and Special Awards which are not then vested shall immediately vest as of the date of termination, and (vi) in each such case, such vested awards that were granted as restricted stock shall be free of restrictions and such vested awards that were granted as options shall remain exercisable for a period of 6 months following the end Executive’s last day of FY24 employment (but not to exceed the original term of such awards).
(c) The Executive agrees that prior to payment of the severance payment pursuant to this Section 3 and prior to the provision of benefits and acceleration of restricted stock and stock options called for by Section 3, Executive shall execute a release, based on the Company’s achievement standard form (including mutual confidentiality and non-disparagement provisions), of any and all claims he may have against the Company and its officers, directors, employees and affiliates, except for his right to enforce any post-employment obligations to him, including obligations of the pre-established performance measures for such Annual BonusCompany under this Agreement and stock option and restricted stock agreements, to be paid to Executive at such time such bonus is payable to similarly situated officers and indemnification in his capacity as an officer, director or otherwise of the Company and not its affiliates. Executive understands and agrees that the payment of the severance payment, provision of benefits and the acceleration of restricted stock and stock options called for by Section 3 are contingent on his execution of the previously described release of claims. The payment to be withheld uniquely from the Executive of the amounts payable under this Section 3 (and acceleration of restricted stock and stock options, if applicable) shall constitute the sole remedy of the Executive in relation to other participants in the Annual Bonus Plan, but in no event later than April 15, 2024; (ii) if Executive has not secured other employment as of January 31, 2024, continued payment a termination of the Executive’s current Base Salary until employment.
(d) In the earlier event that any amounts payable to the Executive pursuant to this Section 3 are characterized as “excess parachute payments” pursuant to Section 4999 of the date Internal Revenue Code of 1986, as amended (the “Code”), then the Executive, in his sole discretion, may elect to reduce the amounts payable to the Executive secures such other employment hereunder or April 30to have a portion of the restricted stock or stock options (or a combination thereof) not vest in order to avoid any “excess parachute payment” under Section 280G(b)(1) of the Code. Unless the parties hereto otherwise agree in writing, 2024, payable bi-weekly following the Termination Date; provided, however, all such payments any determination required under this Section 3(d) shall be made no later than April 15in writing by independent public accountants reasonably agreed to by the parties hereto (the “Accountants”), 2024 (including any amount attributable to the period, if any, through April 30, 2024, as applicable); and provided, further, payment shall commence on the first practicable bi-weekly payroll date following the Effective Date of the Supplemental Release, with such initial payment including any amount that was otherwise scheduled to be paid prior thereto; provided, further that the balance of the payments due to be paid after the initial payment commencement whose determination shall be paid in accordance with conclusive and binding upon the normal bi-weekly schedule over parties for all purposes. For purposes of making the remainder of such period (collectively, (i)-(iicalculations required by this Section 3(d), the “Severance Payment”).
(b) Executive’s outstanding restricted stock units (“RSUs”) granted Accountants may rely on reasonable, good faith interpretations concerning the application of Section 280G and Section 4999 of the Code. The parties agree to furnish to the Accountants such information and documents as the Accountants may reasonably request in order to make the required determinations. In the event that the Executive makes an affirmative election to reduce amounts payable or to have awards not vest pursuant to those certain restricted stock unit award agreementsthis Section 3(d), with grant dates of June 16, 2021, April 7, 2022 and March 30, 2023, each by and between the Company shall bear all fees and Executive (collectively, expenses the “RSU Award Agreements”Accountants may reasonably charge in connection with the services contemplated by this Section 3(d), which RSUs shall continue to vest and settle into shares of common stock of the Company on their scheduled vesting dates set forth in the respective RSU Award Agreements despite the fact that Executive may not be continuously providing service to the Company on such date; provided, however, in the case of event that the performance-based RSUs, such RSUs shall only vest to the extent of actual performance achieved as certified by the Compensation Committee, and the Company shall provide Executive with a schedule showing how the performance-based RSUs that vested were calculated based on the level of performance achieved (the “Calculation Schedule”) within two business days following the certification of the performance measures by the Compensation Committee, except that if such Calculation Schedule contains material non-public information, then the Company shall provide the Calculation Schedule within two business days after the disclosure of the material non-public information contained in such Calculation Schedule; provided further, in the event of a Change in Control (as defined in the Company’s 2017 Equity Incentive Plan, as amended (the “Equity Plan”), including application of the final paragraph of such definition as if subject to Section 409A (as defined in Section 12 of this Release)) that occurs prior to a scheduled vesting datedoes not so affirmatively elect, all outstanding performance-based RSUs such fees and expenses shall fully vest, assuming achievement at the target performance level, and settle as of the date of the Change in Control, yet subject to the provisions of Section 3(d) of the Equity Plan and shall in no event be settled or paid later than two and one-half (2.5) months following such Change in Control. For the avoidance of doubt, in the event of a Change in Control, time-based RSUs shall continue to vest and settle on their scheduled vesting dates, subject to Section 3(d)(vii) of the Equity Plan. In the event of a change in rule or regulation of the Securities and Exchange Commission (“SEC”) or Internal Revenue Service (“IRS”) that would reduce or eliminate Executive’s rights with respect to the RSUs as provided in this Section 1(b) at any time prior to the settlement of such RSUs in shares of the Company’s common stock, borne by the Company and the Executive will negotiate in good faith to provide compensation as nearly as possible to the compensation contemplated under this Section 1(b), to the extent permitted by the rules and regulations of the SEC and IRS and all applicable law. As modified by the foregoing, such RSUs shall continue to be governed by the applicable RSU Award Agreements according to their terms. Executive understands and agrees that, as of the Termination Date, Executive forfeits all rights to any other restricted stock units and any other equity awards not specifically permitted to vest pursuant to this Section 1(b)equally.
(c) If Executive is a participant in the Company’s group health, dental, or vision plans, he will receive a notice of COBRA rights from Company’s COBRA administrator regarding his eligibility to elect continuation coverage in accordance with the terms of the documents governing such benefits and subject to his payment of the COBRA premium(s).
(d) The execution of this Release shall not affect Executive’s vested rights, if any, under (i) the Company’s 401(k) Retirement Plan (“Retirement Plan”), or (ii) subject to Section 1(b), the Company’s equity plans as of the Termination Date. Executive may not make or receive on his behalf any further contributions or benefit accruals under the Company’s Retirement Plan attributable to the period following the Termination Date.
(e) The Company hereby waives the non-competition covenant set forth in the first sentence of Section 5 of the Employment Agreement; provided, however, that all remaining covenants set forth in Section 5 of the Employment Agreement shall remain in effect in accordance with their terms, including for the avoidance of doubt, Executive’s covenants not to solicit employees or customers of the Company and Executive’s confidentiality covenant. Provided, however, that this Release, which supersedes the Employment Agreement, allows Executive’s new employer, but with absolutely no personal involvement of Executive, to continue to solicit business from any Lakeland customer (defined as anyone that has done business with Lakeland in the 12 months before the date of this Release) if such new employer (a) has solicited business from or made sales to the customer before hiring Executive, and (b) does not use any of Lakeland's proprietary, non-public information in connection with such solicitation, sale or otherwise. Other than the foregoing benefits described in the preceding terms and provisions of Section 1, Executive understands and agrees that he will neither receive nor be entitled to any other compensation, payments, or benefits from the Company.
Appears in 1 contract
Severance Payment and Other Benefits. (a) Subject to Executive’s timely execution of this Release, delivery of the same to the Company no later than October 19, 2023, which is more than twenty-one (21) days following his receipt of this Release’s initial proposalthe Termination Date, and non-revocation thereof prior to the Effective Date (as defined in Section 5), and Executive’s full and ongoing compliance with and fulfillment of all of Executive’s surviving covenants and obligations in the Employment Agreement (as modified by Section 1(e) of this Release) and this Release, the Company shall provide and/or pay the following to Executive, subject to all applicable withholdings: (i) an Annual Bonus of $30,000 earned for the fiscal year ending ended January 31, 2024 (“FY24”), if any, as determined by the Compensation Committee (the “Compensation Committee”) of the Company’s Board of Directors following the end of FY24 based on the Company’s achievement of the pre-established performance measures for such Annual Bonus2023 but not yet paid, to be paid to Executive at such time such bonus is payable to similarly situated officers of the Company and not to be withheld uniquely from Executive in relation to other participants in the Annual Bonus PlanCompany, but in no event later than April 1530, 20242023; (ii) if Executive has not secured other employment as of January 31, 2024, continued payment an additional twelve (12) months of Executive’s current Base Salary until the earlier of the date Executive secures such other employment or April 30, 2024Salary, payable bi-weekly in substantially equal monthly installments following the Termination Date; provided, however, all such payments shall be made no later than April 15, 2024 (including any amount attributable to the period, if any, through April 30, 2024, as applicable); and provided, further, payment shall commence on the first practicable bi-weekly payroll date following the Effective Date of the Supplemental Release, with such initial payment installment including any amount that was otherwise scheduled to be paid prior thereto; provided, further that the balance of the installment payments due to be paid after the initial payment commencement shall be paid in accordance with the normal bi-weekly monthly schedule over the remainder of such period the twelve (12) month period; and (iii) $7,500 as a pro rata portion of the Annual Bonus for the fiscal year ending January 31, 2024, which shall be paid no later than April 15, 2024 (collectively, (i)-(iii)-(iii), the “Severance Payment”).
(b) Executive’s outstanding restricted stock units (“RSUs”) granted to Executive pursuant to those Those certain restricted stock unit award agreements, with grant dates of June 16, 2021, April 7, 2022 and March 30April 9, 20232020, each by and between the Company and Executive (collectively, the “RSU Award Agreements”), which solely with respect to the tranches of such restricted stock unit (“RSU”) awards that are scheduled to vest in April 2023 (the “2023 Tranche RSUs”), and with respect to the performance-based RSUs, only to the extent of actual performance achieved as certified by the compensation committee of the Board of Directors, shall be permitted to vest on their scheduled vesting dates. Accordingly, Executive’s 2023 Tranche RSUs shall continue to vest and settle into shares of common stock of the Company on their scheduled vesting dates set forth in the respective RSU Award Agreements despite the fact that Executive may not be continuously providing service to the Company on such date; provided, however, in the case of the performance-based RSUs, such RSUs shall only vest to the extent of actual performance achieved as certified by the Compensation Committee, and the Company shall provide Executive with a schedule showing how the performance-based RSUs that vested were calculated based on the level of performance achieved (the “Calculation Schedule”) within two business days following the certification of the performance measures by the Compensation Committee, except that if such Calculation Schedule contains material non-public information, then the Company shall provide the Calculation Schedule within two business days after the disclosure of the material non-public information contained in such Calculation Schedule; provided further, in the event of a Change in Control (as defined in the Company’s 2017 Equity Incentive Plan, as amended (the “Equity Plan”), including application of the final paragraph of such definition as if subject to Section 409A (as defined in Section 12 of this Release)) that occurs prior to a scheduled vesting date, all outstanding performance-based RSUs shall fully vest, assuming achievement at the target performance level, and settle as of the date of the Change in Control, yet subject to the provisions of Section 3(d) of the Equity Plan and shall in no event be settled or paid later than two and one-half (2.5) months following such Change in Control. For the avoidance of doubt, in the event of a Change in Control, time-based RSUs shall continue to vest and settle on their scheduled vesting dates, subject to Section 3(d)(vii) of the Equity Plan. In the event of a change in rule or regulation of the Securities and Exchange Commission (“SEC”) or Internal Revenue Service (“IRS”) that would reduce or eliminate Executive’s rights with respect to the RSUs as provided in this Section 1(b) at any time prior to the settlement of such RSUs in shares of the Company’s common stock, the Company and Executive will negotiate in good faith to provide compensation as nearly as possible to the compensation contemplated under this Section 1(b), to the extent permitted by the rules and regulations of the SEC and IRS and all applicable law. As modified by the foregoing, such Executive’s 2023 Tranche RSUs shall continue to be governed by the applicable RSU Award Agreements according to their terms. Executive understands and agrees that, as of the Termination Date, Executive forfeits all rights to any other restricted stock units and any other equity awards not specifically permitted to vest pursuant to this Section 1(b).
(c) If Executive is a participant in the Company’s group health, dental, or vision plans, he will receive a notice of COBRA rights from Company’s COBRA administrator regarding his eligibility to elect continuation coverage in accordance with the terms of the documents governing such benefits and subject to his payment of the COBRA premium(s).
(d) The execution of this Release shall not affect Executive’s vested rights, if any, under (i) the Company’s 401(k) Retirement Plan (“Retirement Plan”), or (ii) subject to Section 1(b), the Company’s equity plans as of the Termination Date. Executive may not make or receive on his behalf any further contributions or benefit accruals under the Company’s Retirement Plan attributable to the period following the Termination Date.
(e) The Company hereby waives the non-competition covenant set forth in the first sentence of Section 5 of the Employment Agreement; provided, however, that all remaining covenants set forth in Section 5 of the Employment Agreement shall remain in effect in accordance with their terms, including for the avoidance of doubt, Executive’s covenants not to solicit employees or customers of the Company and Executive’s confidentiality covenant. Provided, however, that this Release, which supersedes the Employment Agreement, allows Executive’s new employer, but with absolutely no personal involvement of Executive, to continue to solicit business from any Lakeland customer (defined as anyone that has done business with Lakeland in the 12 months before the date of this Release) if such new employer (a) has solicited business from or made sales to the customer before hiring Executive, and (b) does not use any of Lakeland's proprietary, non-public information in connection with such solicitation, sale or otherwise. Other than the foregoing benefits described in the preceding terms and provisions of Section 1, Executive understands and agrees that he will neither receive nor be entitled to any other compensation, payments, or benefits from the Company.
Appears in 1 contract
Samples: General Release and Severance Agreement (Lakeland Industries Inc)
Severance Payment and Other Benefits. (a) Subject to ExecutiveIn full consideration of Employee’s timely execution of this ReleaseAgreement, delivery and Employee’s agreement to be legally bound by its terms, the Company agrees (i) to pay to Employee as severance pay the gross sum of $315,000 (representing one year of Employee’s base salary as in effect on the same Separation Date plus an amount equal to the Company no later than October 19, 2023, which is more than twenty-one (21) days following his receipt of this Release’s initial proposal, and non-revocation thereof prior to average annual bonus received by Employee for the Effective Date (as defined in Section 5three years preceding the Separation Date), and Executivethe gross sum of $61,411 (representing a prorated portion of Employee’s full and ongoing compliance with and fulfillment of all of Executive’s surviving covenants and obligations in the Employment Agreement (as modified by Section 1(e) of this Release) and this Release, the Company shall provide and/or pay the following to Executive, subject to all applicable withholdings: (i) an Annual Bonus for the fiscal year ending January 31, 2024 (“FY24”2005 target annual incentive), if any, as determined minus all payroll deductions required by the Compensation Committee law or authorized by Employee (the “Compensation Committee”) of the Company’s Board of Directors following the end of FY24 based on the Company’s achievement of the pre-established performance measures for such Annual Bonus, to be paid to Executive at such time such bonus is payable to similarly situated officers of the Company and not to be withheld uniquely from Executive in relation to other participants in the Annual Bonus Plan, but in no event later than April 15, 2024; (ii) if Executive has not secured other employment as of January 31, 2024, continued payment of Executive’s current Base Salary until the earlier of the date Executive secures such other employment or April 30, 2024, payable bi-weekly following the Termination Date; provided, however, all such payments shall be made no later than April 15, 2024 (including any amount attributable to the period, if any, through April 30, 2024, as applicable); and provided, further, payment shall commence on the first practicable bi-weekly payroll date following the Effective Date of the Supplemental Release, with such initial payment including any amount that was otherwise scheduled to be paid prior thereto; provided, further that the balance of the payments due to be paid after the initial payment commencement shall be paid in accordance with the normal bi-weekly schedule over the remainder of such period (collectively, (i)-(ii), the “Severance Payment”); (ii) to continue Employee as a participant (if enrolled on the Separation Date) in the Company’s Medical Plan, Dental Plan, basic Life Insurance Program and Employee Assistance Program for one year after the Separation Date (provided, however, that if and when Employee becomes eligible for benefits through reemployment, Employee shall promptly notify the Company of such eligibility and the Company’s obligation to provide such coverage pursuant to this Agreement shall cease immediately), on the same terms as when Employee was an active employee of the Company, except at no cost to Employee, and (iii) to provide Employee with up to six (6) month(s) of outplacement counseling and services through a provider retained by the Company or a provider selected by Employee provided the cost shall not exceed $15,000 in the aggregate and in no event will USEC be obligated to provide cash in lieu of outplacement services.
(b) Executive’s outstanding restricted stock units The Severance Payment shall be paid in equal installments over a period of one (“RSUs”1) granted to Executive pursuant to those certain restricted stock unit award agreements, with grant dates of June 16, 2021, April 7, 2022 and March 30, 2023, each by and between the Company and Executive (collectively, the “RSU Award Agreements”), which RSUs shall continue to vest and settle into shares of common stock of the Company on their scheduled vesting dates set forth in the respective RSU Award Agreements despite the fact that Executive may not be continuously providing service to the Company on such date; provided, howeveryear, in the case of the performance-based RSUs, such RSUs shall only vest to the extent of actual performance achieved as certified by the Compensation Committee, and the Company shall provide Executive accordance with a schedule showing how the performance-based RSUs that vested were calculated based on the level of performance achieved (the “Calculation Schedule”) within two business days following the certification of the performance measures by the Compensation Committee, except that if such Calculation Schedule contains material non-public information, then the Company shall provide the Calculation Schedule within two business days after the disclosure of the material non-public information contained in such Calculation Schedule; provided further, in the event of a Change in Control (as defined in the Company’s 2017 Equity Incentive Planregular pay schedule. The Company shall commence such payments upon either the next regularly scheduled pay day after the 8th day following Employee’s execution of this Agreement or the next regularly scheduled pay day after the Separation Date, as amended (whichever is later. To the “Equity Plan”)extent required by Treasury guidelines, including application regulations or any other applicable law or regulations, all or any portion of the final paragraph of such definition as if subject to Section 409A (as defined in Section 12 of this Release)) that occurs prior to a scheduled vesting dateSeverance Payment may, all outstanding performance-based RSUs shall fully vest, assuming achievement at the target performance level, and settle as of the date of the Change in Control, yet subject to the provisions of Section 3(d) of the Equity Plan and shall in no event be settled or paid later than two and one-half (2.5) months following such Change in Control. For the avoidance of doubt, in the event of a Change in Control, time-based RSUs shall continue to vest and settle on their scheduled vesting dates, subject to Section 3(d)(vii) of the Equity Plan. In the event of a change in rule or regulation of the Securities and Exchange Commission (“SEC”) or Internal Revenue Service (“IRS”) that would reduce or eliminate Executive’s rights with respect to the RSUs as provided in this Section 1(b) at any time prior to the settlement of such RSUs in shares discretion of the Company’s common stock, the Company and Executive will negotiate be paid in good faith to provide compensation as nearly as possible to the compensation contemplated under this Section 1(b), to the extent permitted by the rules and regulations of the SEC and IRS and all applicable law. As modified by the foregoing, such RSUs shall continue to be governed by the applicable RSU Award Agreements according to their terms. Executive understands and agrees that, as of the Termination Date, Executive forfeits all rights to any other restricted stock units and any other equity awards not specifically permitted to vest pursuant to this Section 1(b)a lump sum payment on an accelerated basis.
(c) If Executive is a participant Employee acknowledges and agrees that the Severance Payment and other benefits provided in Section 2(a) constitute consideration that, but for the Company’s group health, dental, or vision plans, he will receive a notice of COBRA rights from Company’s COBRA administrator regarding his eligibility to elect continuation coverage in accordance with the terms of the documents governing such benefits and subject to his payment of the COBRA premium(s).
(d) The execution of this Release shall not affect Executive’s vested rights, if any, under (i) the Company’s 401(k) Retirement Plan (“Retirement Plan”), or (ii) subject to Section 1(b), the Company’s equity plans as of the Termination Date. Executive may not make or receive on his behalf any further contributions or benefit accruals under the Company’s Retirement Plan attributable to the period following the Termination Date.
(e) The Company hereby waives the non-competition covenant set forth in the first sentence of Section 5 of the Employment Agreement; provided, however, that all remaining mutual covenants set forth in Section 5 of the Employment Agreement shall remain in effect in accordance with their termsthis Agreement, including for the avoidance of doubt, Executive’s covenants not to solicit employees or customers of the Company otherwise would not be obligated to provide to Employee and Executive’s confidentiality covenant. Provided, however, that this Release, which supersedes the Employment Agreement, allows Executive’s new employer, but with absolutely Company is under no personal involvement of Executive, obligation whatsoever to continue to solicit business from any Lakeland customer (defined as anyone that has done business with Lakeland in the 12 months before the date of this Release) if such new employer (a) has solicited business from or made sales to the customer before hiring Executive, and (b) does not use any of Lakeland's proprietary, non-public information in connection with such solicitation, sale or otherwise. Other than the foregoing benefits described in the preceding terms and provisions of Section 1, Executive understands and agrees that he will neither receive nor be entitled to make any other compensation, payments, or benefits from the Companyseverance payment to Employee.
Appears in 1 contract
Samples: Severance Agreement (Usec Inc)