Severance Terms. Upon the expiration of seven (7) days from Employee’s execution of this Agreement and provided that this Agreement has become effective in accordance with its terms, in consideration for the promises, covenants, agreements, and releases set forth herein and in the Employment Agreement, Company agrees to pay Employee the Severance Benefits as defined in and pursuant to the Employment Agreement (the “Severance Benefits”).
Severance Terms. Upon termination of the Employee’s employment under this Section 5, the Employee shall forfeit all rights to future compensation under Section 3; provided, however, that if employment is terminated as a result of the Employee’s death or disability as described in Section 5(e)(iii), compensation under Section 3(b) will not be forfeited, and will be payable to the Employee’s Estate/heirs in accordance with the terms of the Bank’s executive incentive plans. Except where termination follows a change in control, as defined in the Employee’s Restated Change-in-Control Agreement, and subject to the Employee’s signing and not revoking a release of claims in a form reasonably acceptable to the Bank, and further subject to compliance with Section 6 below (Agreement Not to Compete), the Employee shall receive the following amounts, except to the extent previously paid by the Bank to the Employee, as full payment, compromise and settlement of all non-vested compensation, and as additional consideration for the restrictive covenants contained in this Agreement:
(i) In the event the Employee’s employment is terminated by the Bank for Cause, the Bank shall pay the Employee the Employee’s full salary through the date of termination for Cause, at the rate in effect at the time of notice of termination, and the Bank shall thereafter have no further obligation to the Employee under this Agreement;
(ii) In the event the Employee’s employment is terminated by the Bank without Cause, other than by reason of death or disability as described in Section 5(e)(iii), the Employee shall be paid the Employee’s full salary through the date of termination and in addition, shall be paid each month on the first of the month for twelve months one-twelfth of the total of: (a) the Employee’s monthly salary in effect at the time of termination times the number of months remaining until expiration of this Agreement plus (b) an amount equal to one year’s annual base salary. Provided, however, that, subject to the provisions of subsection (vii) of this Section 5(e), the first payment shall be made on the first day of the third month coincident with or next following the Employee’s termination of employment and shall include all monthly payments theretofore due under this Agreement;
(iii) In the event the Employee’s employment is terminated by the Bank because of disability (as defined by and determined under the Bank’s Disability Plan), the Bank will pay the Employee through the last day of the m...
Severance Terms. The severance shall be payable to you if your employment with the Company is terminated, unless such termination is (a) because of your death or Disability; (b) by the Company for Cause; or (c) by you for other than Good Reason.
Severance Terms a) On the Second Closing Date (as defined in the Purchase Agreement):
(1) Executive shall resign from his position as CEO and from the Board of Trustees of the Company.
(2) Executive shall enter into a consultancy agreement with the Company for a term of one year. Under the terms of such consultancy agreement, Executive shall receive consulting fees in an amount equal to $375,000.
b) On a date to be determined by the Company, but not after the later to occur of the Second Closing Date or February 1, 2017, Executive shall receive a Share Award (as defined in the RAIT Financial Trust 2012 Incentive Award Plan (the “Plan”)) under the Plan of 150,000 restricted shares of the Company’s common shares of beneficial interest (the “Award”). The Award may be granted as two separate awards. To the extent the Award is granted in multiple awards, the amount of shares granted in each award shall be determined at the sole discretion of the Company. In no event shall the number of shares granted exceed 150,000 in the aggregate. Fifty percent (50%) of the shares granted pursuant to the Award shall vest six (6) months after the date of grant. The remaining fifty percent (50%) of the shares granted pursuant to the Award shall vest on the one year anniversary of the date of grant. The Award is subject to the terms and conditions of the Plan, as they be may be amended from time to time.
c) On a date to be determined by the Company, but not after the later to occur of the Second Closing Date or February 1, 2017, Executive shall receive a cash payment in the amount of $500,000 (the “Cash Payment”).
d) All equity awards previously granted to Executive and equity awards to be granted to Executive as performance compensation for 2016, pending the completion of 2016, if any, shall neither terminate nor accelerate but shall be governed by the applicable vesting schedule.
e) Executive’s annual cash bonus and any other award granted to Executive under the Plan as compensation for performance during 2016, if any, shall be determined by the Board of Trustees of the Company in accordance with the agreed upon 2016 incentive compensation plan and awarded to Executive in a manner consistent with past practices for determining and awarding such bonuses or awards.
f) Executive acknowledges and agrees that the terms set forth in this MOU supersede any other terms, agreements or understandings between the parties with respect to the subject matter set forth herein, including the terms set forth ...
Severance Terms. In consideration for Executive’s execution of this Agreement, and provided that this Agreement has become effective in accordance with its terms, and compliance with the promises, covenants, agreements, and releases set forth herein and in the Employment Agreement, Executive shall be entitled to receive the following payments and benefits to which he would not otherwise be entitled (the “Severance Benefits”): The severance benefits as defined in and pursuant to Section 6(b) the Employment Agreement, including the treatment provided for therein of any unvested equity awards granted to Executive, including without limitation, the unvested portion of the grants to be made in March 2021 in consideration of the Executive’s performance of his duties to the Company; provided that the total amount of cash severance Executive is entitled to receive, under Section 6(b)(ii) of the Employment Agreement, shall be reduced by $233,333; provided further that the benefits Executive is entitled to receive, under Section 6(b)(iv) of the Employment Agreement, shall be for a period of twenty (20) months following the Termination Date. The Severance Benefits will be payable in accordance with Section 6(b) of the Employment Agreement, except as otherwise may be required under Section 24(b) of the Employment Agreement if the Executive is a “specified employee” within the meaning of Section 409A of the Internal Revenue Code of 1986, as amended Executive understands, acknowledges, and agrees that these benefits exceed what Executive is otherwise entitled to receive on separation from employment, and that these benefits are being given as consideration in exchange for executing this Agreement and the general release contained herein.
Severance Terms. Subject to Executive’s timely execution of the release agreement described above, the Company shall pay the severance described above, less required tax deductions, over the twenty-four (24) month period commencing on the first payroll date to occur following the sixtieth (60) day after the Termination Date, in equal installments in accordance with the Company’s payroll procedures.”
(a) In the event of any conflict between the terms of this Instrument of Amendment and the terms of the Noncompete Agreement, the terms of this Instrument of Amendment shall take precedence. Except as expressly modified hereby, the Noncompete Agreement shall remain in full force and effect throughout the entire term as set forth in the Noncompete Agreement, including any extensions thereto.
(b) The validity, interpretation, construction and performance of this Instrument of Amendment shall be governed by the laws of the State of Texas without reference to the choice of law principles thereof.
(c) This Instrument of Amendment may be executed in two or more counterparts, all of which taken together shall constitute one instrument.
Severance Terms. The Company shall pay the severance described above in equal installments, less required tax deductions, over the Non-Interference Period.
Severance Terms. (a) Upon the Effective Date, Ehave shall
(i) issue 50,730,997 common shares in the capital of Ehave to the Executive (the “Consideration Shares”); and
(ii) not have outstanding any debt or other securities that give any rights of anti-dilution or similar adjustments to the holders thereof.
(b) Upon the Effective Date, the Executive shall:
(i) release any and all rights he may have with respect to any and all stock options or other awards that have been granted to him by Ehave, including, without limitation, by cancelling the 724,415 options of Ehave that are held by the Executive; and
(ii) release Ehave from any and all rights he may have under the Employment Agreement pursuant solely to Sections 2.03 and 3.06, but, for greater certainty, without derogating from the Executive’s other rights under the Employment Agreement.
(c) If the Asset Sale has closed, pay to the Executive from the proceeds thereof, the remainder of his bonus for the year ended December 31, 2017, being $50,000, less applicable withholdings and deductions.
Severance Terms. (a) For purposes of this Section 20, (i) "Transition Period" shall mean the period commencing on the Effective Date and ending 30 days thereafter, (ii) "Officers" shall mean those employees of the Company set forth on Schedule 20(ii) hereto, (iii) "Level A Employees" shall mean those employees of the Company set forth on Schedule 20(iii) hereto, (iv) "Level B Employees" shall mean those employees of the Company set forth on Schedule 20(iv) hereto and (v) "Employees" shall mean collectively all Officers, Level A Employees and Level B Employees.
Severance Terms. 4.1 As mutually agreed, Scala Management B.V. will on behalf of itself and on behalf of all Associated Companies, pay the Employee the sum of $230,000 (USD) as compensation for loss of employment and office, as well as in settlement of any and all claims the Employee may believe he possesses under the Letter Agreement, the Employment Agreement or any claims of the type referred to in Clause 5 below. The $230,000 payment shall be made to employee in four (4) equal payments of $57,500.00 (USD) each, and shall be payable to Employee on each of November 13, 2004, February 13, 2005, May 13, 2005 and August 13, 2005, respectively. Additionally, on August 13, 2005, the Company shall pay to Employee an additional one-time payment of $150,000 (USD). Collectively the two total payment amounts of $230,000 and $150,000 are referred to as the “Severance Payments” herein. The Employee shall remain responsible for any further tax due on the Severance Payments, as long as such obligation does not exceed the 30% income tax cap as agreed between Employee and Company and Employee will account for this in his annual 101E tax return for the relevant financial year. As agreed, the Company will pay the Employer part of any Swiss social security cost for these Severance Payments.
4.2 The Severance Payments referred to above are paid without any admission of liability whatsoever and are subject to the Employee’s full compliance with the material terms of this Agreement, including but without limitations the restrictive covenants referred to in clause 9 of this Agreement. In the event of any violation of significance by the Employee on the terms of this Agreement, including but without limitations the restrictive covenants referred to in clause 9 of this Agreement, Scala Management B.V. and any Associated Company shall notice the Employee and request a written explanation regarding this violation. If the parties cannot reach a settlement regarding the said violation, Scala Management B V and any Associated Company is entitled to use the possibility to start a legal procedure and, as part of such legal procedure, request to be released of its obligation to pay the Severance Payments and also be entitled for Scala Management B.V. and any Associated Company to reclaim any part of the Severance Payments already paid to Employee, without prejudice to the right of Scala Management B.V. to claim full damages and cost resulting from such violation of the Employee. During mentioned procedur...
