Special Compensation and Benefits. In consideration for Executive’s release of claims, as well as Executive’s other promises contained herein, the Company agrees to:
A. pay to Executive compensation in the gross amount of $1,744,197 (the “Gross Separation Payment” or the “Separation Payment”), which shall be subject to withholding for taxes and other applicable deductions (the Gross Separation Payment as so reduced, the “Net Separation Payment”). The Company shall pay the Gross Separation Payment on a date that is the first business day occurring on or next following the day that is six (6) months and one day after the Separation Date. Amounts payable under this Section II.A. of the Agreement shall be paid from the general assets of the Company; /s/ NC Initials of Company Signatory /s/ LBR Initials of Executive
B. accelerate the vesting of Executive’s unvested restricted shares (3,335 shares) granted under the Company’s 2005 Equity Incentive Plan;
C. pay to Executive a lump sum payment in the amount of $300,000 (“Bonus Payment”), which shall be subject to withholding for taxes and other applicable deductions, on the first regular payroll date following the Effective Date of this Agreement (as defined in Section IV.K. below);
D. for a period beginning on the Separation Date and ending on the earlier of (i) the last day of the month following the month in which Executive’s 65th birthday occurs or (ii) the date on which Executive obtains health and dental insurance from a subsequent employer (the “Benefit Period”), continue to pay for Executive’s and his spouse’s health and dental insurance coverage. This insurance continuation coverage shall be provided by Executive and his spouse enrolling in COBRA continuation coverage under the Company’s applicable benefit plans. The Company may, with the consent of the insurance company, elect to pay the COBRA premium amounts directly to the insurance company. Executive further agrees that he and his spouse will timely complete and submit the necessary paperwork to obtain such COBRA continuation benefits. Executive understands and agrees that after the expiration of the Benefit Period, any continuation of insurance benefits for him and his spouse will be at Executive’s own expense and he will be responsible for paying 100% of the premiums, and the Company does not assure, or make any representation as to, the availability of any insurance benefits or coverage at and after such time;
E. for a period beginning on the Separation Date and ending on the date o...
Special Compensation and Benefits. A. The Company agrees to provide Executive with a general release of claims as detailed in Section III(C).
B. During the Transition Period, the Company will pay Executive his normal salary, such payments being paid on the Company’s regular paydays in accordance with the Company’s normal payroll practices (“Installment Transition Payments”) and the first installment being paid on the first regular payday after the Effective Date of this Agreement. The Installment Transition Payments are subject to termination as provided in Sections I(B) and IV(C) of this Agreement.
C. During the Transition Period, Executive’s health and welfare benefits will continue for him and his family at the current level of premium contribution between the Company and Executive. After the expiration of the Transition Period, Executive will be entitled to elect COBRA continuation of his insurance benefits, at his own expense.
Special Compensation and Benefits. (a) The Company will pay to Executive the Accrued Obligations within five business days of the Termination Date. Executive agrees that there is no unpaid Annual Bonus owed to him in respect to any fiscal year.
(b) The Company will pay to Executive an amount equal to $300,000, less applicable withholding and deductions, in a lump sum payment within five business days of the effective date of the Supplemental Release (the "Separation Payment").
(c) Executive shall retain all of the restricted stock awards, common units and other stock-based awards previously granted to Executive under the Plan or otherwise that have vested as of the Termination Date. Executive acknowledges and agrees that Executive shall, as of the Termination Date, forfeit any and all portions of any restricted stock awards or other stock-based awards unvested as of the Termination Date previously granted to Executive under the Plan or otherwise. With respect to all such common units, Executive shall have all rights as all other common unitholders under the Limited Partnership Agreement of American Campus Communities Operating Partnership LP and, with respect to such restricted stock and other stock-based awards, Executive shall have all rights set forth in the Plan and the applicable award agreements.
(d) As of the Termination Date, neither the Company nor any of its affiliates shall have any obligation to Executive arising out of the Employment Agreement.
(e) On the Termination Date, Executive and the Company shall sign and deliver to the other the Supplemental Release. Should Executive or the Company fail to sign and deliver the Supplemental Release on the Termination Date, he or it shall be deemed to have willfully breached a material provision of this Agreement. In the event of a breach of this Section 2(e), the non-breaching party shall be entitled to an order of specific performance from a court of competent jurisdiction requiring the breaching party to sign and deliver the Supplemental Release to the other and the breaching party hereby consents to the entry of such an order.
(f) From the Effective Date through the Termination Date, the Company shall continue to pay Executive his Base Salary as provided under Section 4(a) of the Employment Agreement and Executive shall be entitled to participate in health, insurance, retirement and other benefits to which he is entitled under Section 5 of the Employment Agreement, subject to the terms and conditions of the applicable plan. Except as...
Special Compensation and Benefits. Severance pay equal to three (3) months of your current salary of $9,166.66 per month, less standard withholding, payable in accordance with the standard payroll practices of the Company within 30 days of the Effective Date (as defined in Section IX below). To the extent the Company currently pays your health and dental insurance coverage, the Company shall continue to make such payments for three (3) months from the Effective Date. To the extent Employee’s right to exercise any options granted by the Company to Employee shall be affected by Employee’s separation of employment with the Company, the Company agrees to extend Employee’s right to exercise such options for an additional three (3) months.
Special Compensation and Benefits. (a) Executive was awarded a total of 191,865 shares of common stock under Stock Award Agreements (Performance-Based Shares) dated March 7, 2019, March 7, 2020 and March 8, 2021 (collectively the “Performance Awards”) and a total of 127,910 shares of common stock under Stock Award Agreements (Service-Based Shares) dated March 7, 2019, March 7, 2020 and March 8, 2021 (collectively the “Service Awards”). Executive shall be entitled to earn Performance Based Shares determined in accordance with the methodology, provisions, terms and conditions set forth in the Performance Awards (except for the requirement for continuous employment, which shall not apply), with any earned amounts vesting at the times specified therein. Executive’s interest in any shares of common stock granted under the Service Awards that are outstanding and that have not yet vested as of the Termination Date, shall automatically vest and become non-forfeitable on the Termination Date.
(b) The Executive shall be paid for all accrued by unused paid vacation in the amount of $6,124.87, less all applicable federal, state and local taxes and withholding.
(c) The Company shall reimburse the Executive for premiums paid by the Executive for COBRA coverage under the Company’s group health plan for the Executive and the Executive’s eligible dependents for coverage from the Termination Date through December 31, 2022.
(d) Except as expressly provided in this Agreement, as of the Termination Date, neither the Company nor any of its affiliates shall have any obligation to Executive arising out of the Employment Agreement.
Special Compensation and Benefits. (a) The Company will pay to executive an Annual Bonus for 2016 equal to $575,000 on or before February 3, 2017.
(b) The Company will pay to Executive the Accrued Obligations within five business days of the Final Termination Date. Executive agrees that upon satisfaction of the obligation set forth in Section 2(a), there is no unpaid Annual Bonus owed to him in respect to any fiscal year.
(c) The Company will pay to Executive an amount equal to $2,138,467, less applicable withholding and deductions, in a lump sum payment within five business days of the effective date of the Supplemental Release (the “Separation Payment”).
(d) Executive shall retain all of the restricted stock awards, common units and other stock-based awards previously granted to Executive under the Plan or otherwise that have vested as of the Final Termination Date. As of the effective date of the Supplemental Release, any and all portions of any restricted stock awards or other stock-based awards unvested as of the Final Termination Date previously granted to Executive under the Plan or otherwise shall vest and become non-forfeitable. With respect to all common units held by Executive, Executive shall have all rights as all other common unitholders under the Limited Partnership Agreement of American Campus Communities Operating Partnership LP and, with respect to such restricted stock and other stock-based awards, Executive shall have all rights set forth in the Plan and the applicable award agreements that apply to vested awards.
(e) From and after the effective date of the Supplemental Release Executive shall remain on the Company’s then-in-effect health, vision and dental benefit plans (with family coverage) through and including December 31, 2019; provided, that if prior to such date, Executive is eligible to receive health insurance benefits from a subsequent employer, benefits under this Section 2(e) shall cease as of the date Executive becomes so eligible. Executive acknowledges and agrees that as a result of the foregoing, he will have no right to COBRA benefits under any of the Company’s health benefit plans.
(f) As of the Initial Termination Date, neither the Company nor any of its affiliates shall have any obligation to Executive arising out of the Employment Agreement.
(g) On the Final Termination Date, Executive and the Company shall sign and deliver to the other the Supplemental Release. Should Executive or the Company fail to sign and deliver the Supplemental Release on th...
Special Compensation and Benefits. In consideration for Executive’s release of claims, as well as his other promises contained herein, Fossil agrees to provide Executive with the following benefits:
A. During the Transition Period, Fossil will pay Executive his regular monthly base salary, less standard withholding and applicable deductions, payable in accordance with Fossil’s normal payroll practices.
B. During the Transition Period, Fossil will continue Executive’s current election of benefits for him and his family at the current level of premium contribution between Fossil and Executive. After December 29, 2007, all such benefits shall terminate. Thereafter, Executive will be entitled to elect COBRA continuation of insurance benefits for him and his family at his own expense.
C. Fossil agrees to pay Executive the gross amount of One Hundred Forty Thousand and NO/100 Dollars ($140,000.00) (less applicable withholding amounts) as severance pay (“Severance Pay”) within ten (10) days of the execution of this Agreement by you.
D. Fossil agrees to pay to Executive pay all of Executive’s earned, but unused, benefit days through December 29, 2007. Executive understands and agrees that the compensation recited in this Section II constitutes the full compensation and benefits from Fossil to Executive under this Agreement, and further agrees no other payments are due to Executive, except those provided in the Supplemental Release.
Special Compensation and Benefits. In consideration for Executive’s release of claims, as well as his other promises contained herein, Fossil agrees to provide Executive with the following benefits: Fossil agrees to pay Executive the gross amount of Ten Thousand and NO/100 Dollars ($10,000.00) (less applicable withholding amounts) as severance pay (“Severance Pay”) by January 10, 2008. Executive understands and agrees that the compensation recited in this Section II constitutes the full compensation and benefits from Fossil to Executive under this Supplemental Release, and further agrees no other payments and/or benefits are due to Executive.
Special Compensation and Benefits. In consideration for his release of claims, as well as his other promises contained herein, the Company agrees to provide Executive with the following special consideration:
A. Provided Executive has satisfactorily performed his duties and responsibilities during the Transition Period (as defined in the Separation Agreement), which duties were set forth in the Separation Agreement, the Company agrees to pay to Executive severance pay in the gross amount of $125,000.00, payable as follows: (i) one lump sum payment in the amount of $25,000.00 payable to Executive on December 1, 2005; (ii) subsequent periodic payments in the amount of $20,000.00 per month payable on the first day of each of January, February, March and April 2006; and (iii) $20,000.00 payable on November 1, 2006. All payments made pursuant to this Paragraph shall be subject to taxes and lawful deductions.
B. The Company agrees to provide Executive with a general release of claims as detailed in Section II(C).
Special Compensation and Benefits. (a) Executive was awarded a total of 69,486 shares of common stock under Stock Award Agreements (Performance-Based Shares) dated March 8, 2016 and March 6, 2017 (collectively the “Performance Awards”) and a total of 46,323 shares of common stock under Stock Award Agreements (Service-Based Shares) dated March 8, 2016 and March 6, 2017 (collectively the “Service Awards”). Executive shall be entitled to earn the Target Shares and any Additional Shares as those terms are defined in the Performance Awards pursuant to the terms and conditions set forth in the Performance Awards as amended by those certain First Amendments to Stock Award Agreement (Performance-Based Shares) dated as of the Effective Date (as defined in Section 4(j) below). The Employees interest in any shares of common stock granted under the Service Awards that are outstanding and that have not yet vested as of the Termination Date, shall automatically vest and become non-forfeitable on the Termination Date.
(b) Except as expressly provided in this Agreement, as of the Termination Date, neither the Company nor any of its affiliates shall have any obligation to Executive arising out of the Employment Agreement.
(c) On, or within five (5) days after the Termination Date, Executive and the Company shall sign and deliver to the other the Supplemental Release. Should Executive or the Company fail to sign and deliver the Supplemental Release on the Termination Date, he or it shall be deemed to have willfully breached a material provision of this Agreement. In the event of a breach of this Section 2(c), the non-breaching party shall be entitled to an order of specific performance from a court of competent jurisdiction requiring the breaching party to sign and deliver the Supplemental Release to the other and the breaching party hereby consents to the entry of such an order.
(d) From the Effective Date through the Termination Date, the Company shall continue to pay Executive his Base Salary as provided under Section 5(a) of the Employment Agreement and Executive shall be entitled to participate in health, insurance, retirement and other benefits to which he is entitled under Section 6 of the Employment Agreement, subject to the terms and conditions of the applicable plan.
