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.
(i) Xx. Xxxxxxxx expressly acknowledges that he will not be entitled to any annual bonus payment pursuant to (P)3.2 of the Employment Agreement.
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. Xxxxxx’x rights set forth herein, Xx. Xxxxxx’x employment by the Company is employment “at will” for an indefinite term, and may be terminated on any date at the option of Xx. Xxxxxx or the Company at any time with or without cause or notice, for any reason or no reason at all.
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.
Subject to Xx. Xxxxxxx'x professional responsibilities at the UCLA School of Medicine and other scheduled business commitments, Xx. Xxxxxxx agrees to make himself reasonably available to perform the Services under this Agreement. The parties expect that Xx. Xxxxxxx will spend approximately three days per month serving as the Chief Scientific Spokesman, in addition to time spent by Xx. Xxxxxxx fulfilling his responsibilities as a member of the Company's Board of Directors and Chairman of the SAB. The parties agree that there will be no minimum number of days of work per month required under this Agreement.
Subject to Xx. Xxxxxxxx'x adherence to the ------------ responsibilities and obligations under this Agreement, the Company agrees to pay Xx. Xxxxxxxx a base compensation at the bi-weekly rate of four thousand four hundred and twenty-three dollars and eight cents ($4,423.08). Xx. Xxxxxxxx will be eligible for such increases (but not decreases) in base compensation, and to participate in such bonus and/or incentive compensation plans, as shall be made available from time to time to similarly situated senior executives of the Company.
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. Xxxxxxxx Center’s compliance with the terms of this Agreement, as amended, the CRA shall provide funding in an amount not to exceed two hundred fifty thousand dollars ($250,000.00) (“Funding”) towards the operation of the Festival through May 31, 2021. Thereafter, subject to Xx. Xxxxxxxx Center’s compliance with the terms of this Agreement, the CRA shall provide additional funding (“Additional Funding”) in an amount not to exceed five hundred thousand dollars ($500,000.00) towards the operation of the Festival from June 1, 2021 through December 15, 2021. The amount of Additional Funding to be paid will be based upon the amount raised from other sources towards the costs of operating the Festival from June 1, 2021 to December 15, 2021. The estimated costs for operation of the Festival from June 1, 2021 through December 15, 2021 is one million three hundred thousand dollars ($1,300,000.00). Should Xx. Xxxxxxxx Center raise at least eight hundred thousand dollars ($800,000.00) from other sources to be used for operation of the Festival from June-December 2021, the CRA will make Additional Funding payments. The Additional Funding amount to be paid will be calculated by reducing the maximum Additional Funding amount of five hundred thousand dollars ($500,000.00) dollar for dollar by the amount raised in excess of eight hundred thousand dollars ($800,000.00). For example, should Xx. Xxxxxxxx Center raise nine hundred thousand dollars ($900,000.00) from other sources for operation of the Festival from June-December 2021, the CRA’s Additional Funding amount will be four hundred thousand dollars ($400,000.00), to be paid in two installments of two hundred thousand dollars ($200,000.00) each pursuant to subsection C below.
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.
