Subject to Xx. Xxxxxxxx'x execution of this Agreement, VITEX shall pay Xx. Xxxxxxxx severance equivalent to one year's salary at his current rate of pay, a total of $198,919.00 (the "Severance Payment"), less applicable withholding taxes and deductions. The Severance Payment will be made in two (2) equal installments, paid six months apart, less applicable withholding taxes and deductions. The first such payment will be made on or before October 20, 1999.
Subject to Xx. Xxxxxxxxxx’x execution and non-revocation of the Release, the Severance Payments (other than Guaranteed Payments, which are not subject to this condition) shall be paid or commence being paid within 60 days after Xx. Xxxxxxxxxx’x separation from service but not earlier than the date on which the Release becomes effective and not in contravention of any delay required by Section 13(f). If, however, the period during which Xx. Xxxxxxxxxx has discretion to execute and/or revoke the Release straddles two calendar years, the Severance Payments (other than Guaranteed Payments, which are not subject to this condition) shall not be paid or commence being paid, as applicable, before the beginning of the second of the two calendar years, regardless of within which calendar year Xx. Xxxxxxxxxx actually delivers the executed Release to the Company. Consistent with Section 409A, Xx. Xxxxxxxxxx may not, directly or indirectly, designate the calendar year of payment.
Subject to Xx. Xxxxxxxx Xxxxxx’x input and determination, upon consummation of the Transaction, PCS or Transaction Sub shall offer to employ current employees of the Company as “at-will” employees of PCS or Transaction Sub, in their current capacities, and at their current pay, including participation in the PCS benefit package (generally available to the employees of PCS) for the twelve (12) months following Closing.
Subject to Xx. Xxxxxxxx’x rights set forth herein, Xx. Xxxxxxxx’x employment by the Company is employment “at will” for an indefinite term, and may be terminated at any time at the option of Xx. Xxxxxxxx or the Company with or without cause or notice, for any reason or no reason at all.
Subject to Xx. Xxxx’x full execution (without revocation) of this Agreement, the Employer shall provide Xx. Xxxx with (i) the payments described in Section 8(d)(i) and (ii) of the Employment Agreement, which will be paid in the manner described therein, and (ii) a gross lump sum payment of $25,000, which will be paid within thirty (30) days of the full execution (without revocation) of this Agreement. For the avoidance of doubt, no payment under this Paragraph 2 will be made until after the seven day Revocation Period, as defined in Paragraph 13 of this Agreement has expired without Xx. Xxxx revoking her acceptance of this Agreement. No payment will be made if Xx. Xxxx revokes her acceptance of this Agreement during the Revocation Period. Xx. Xxxx acknowledges and agrees that, other than the payment of Accrued Obligations and the amounts described in this Section 2 of the Agreement, she is not entitled to any other wages, bonuses, compensation, equity or benefits under the Employment Agreement, or otherwise. The amounts payable under this Section 2 shall be subject to all applicable payroll and withholding taxes.
Subject to Xx. Xxxxxxxxxxx'x complying with all her obligations under this Agreement, NTC will pay her consulting fees in the aggregate amount of $185,000, payable in 26 equal proportionate amounts tendered on NTC's regular payroll periods beginning January 1, 2003 and continuing through December 31, 2003 (the "Consulting Fees"). The Company and Xx. Xxxxxxxxxxx understand that the Consulting Fees shall be paid by NTC solely in exchange for Xx. Xxxxxxxxxxx'x agreement to perform consulting services for NTC. The Consulting Fees are not intended and should not be construed as NTC's payment to Xx. Xxxxxxxxxxx of wages, salary or compensation for her past employment with the Company. NTC will forward Form 1099 to the U.S. Internal Revenue Service, the Arizona Department of Revenue and any other applicable taxing authority in connection with the Consulting Fees paid by NTC under this Agreement.
Subject to Xx. Xxxxxxxxxxx'x complying with all her obligations under this Agreement, upon the end of the Term, but not sooner than March 31, 2003, any stock options previously granted to Xx. Xxxxxxxxxxx shall become fully vested and shall become exercisable by Xx. Xxxxxxxxxxx in accord with the applicable option grant agreement and the Plans.
Subject to Xx. Xxxxxxxxxxx'x continuation election and eligibility for COBRA continuation coverage under the terms of NTC's group health insurance plans, the Company will deduct Xx. Xxxxxxxxxxx'x monthly insurance premiums for January, February and March 2003 from the respective Consulting Fees otherwise payable to Xx. Xxxxxxxxxxx for those months. Thereafter, Xx. Xxxxxxxxxxx will be responsible for tendering her own monthly insurance premium payments pursuant to COBRA.
Subject to Xx. Xxxxxx’x compliance with the terms and conditions of this Agreement, the Company will provide the compensation and benefits set forth in this Section 2. Except as set forth in this Section 2 or as required by applicable law or regulation, Xx. Xxxxxx will not receive or participate in any further compensation or benefit from the Company.
Subject to Xx. Xxxxxxxxxx’x compliance with the terms and conditions of this Agreement, Whirlpool agrees that the second tranche of the restricted stock unit grant made to Xx. Xxxxxxxxxx on February 14, 2011 shall not be forfeited upon Venturelli’s retirement from Whirlpool, but shall continue to vest in accordance with the terms of the grant, until vesting on February 14, 2018 and distribution as soon thereafter as reasonably possible. Nothing in this agreement will affect the terms applicable to any of Xx. Xxxxxxxxxx’x other stock awards, each of which shall continue to be governed by the terms of the plan and, if applicable, agreement, under which it was issued.
