Transition Compensation. During the Transition Term, the Company shall,
Transition Compensation. The Company shall pay you a base salary at the annual gross rate of $500,000 during the Transition Period, payable in substantially equal installments in accordance with the Company’s normal payroll practices. To the extent the Termination Date occurs as a result of any reason included in the first sentence of Section A.1 other than your resignation or material breach of your obligations pursuant to Sections A.1, E.1 and G.1 of this Agreement or RSU Cause, you (or your estate, in the case of your death) shall continue to receive payments in amounts and as frequently as contemplated by the first sentence of this Section A.2 from the Termination Date until December 31, 2007. During the Transition Period you will also continue to be eligible to participate in the welfare, pension and other employee benefit plans and programs of the Company in which you were participating as of the Execution Date. In addition, without limiting the foregoing, you shall be entitled to; (i) payment for your accrued and unused vacation days within 30 days following the Termination Date, and (ii) reimbursement by the Company for all reasonable business-related expenses you have incurred or will incur during the Transition Period in connection with the performance of your duties in accordance with its policies, which reimbursement shall be made promptly following your submission of a request for reimbursement but in no event later than 90 days following the Termination Date. Subject to your continued compliance with the provisions of Section A.1, E.1 and G.1 of this Agreement and the non-occurrence of RSU Cause during the Transition Period, your execution and non-revocation of this Agreement and your execution and non-revocation of a general release substantially in the form attached hereto as Exhibit 1 (the “Release of Claims”), the Company shall pay you a partnership compensation award (the “Partnership Payment”) in the gross amount of $400,000, which amount shall be paid in a lump sum at the same time that bonuses are paid to employees generally in respect of 2007, but in no event later than March 15, 2008. Except as otherwise provided herein, from and after your Termination Date, you hereby agree that, by operation of this Agreement, and without any further action by you or the Company, you shall no longer be an employee of the Company and you hereby resign and will no longer be a director, officer, managing member, partner, or member of any committee of the Company as of the Te...
Transition Compensation. Subject to Section 1.05, the Manager shall be solely responsible for the determination and payment of all compensation payable to the Key Employees, the Offer Employees and any other employee of the Manager providing services to the Company with respect to all periods prior to the Effective Date, whether payable prior to or following the Effective Date; provided, however, that the total annual compensation payable by the Manager to each such employee with respect to all periods prior to the Effective Date shall not be less than the total annual salary and cash bonus that was paid by the Manager to such employee in 2019 (the “Minimum Cash Compensation”) and that the Minimum Cash Compensation for the fiscal year in which the Effective Date falls shall be prorated through the Effective Date.
Transition Compensation. Subject to Section 4, in consideration of compensation which the Executive will forego at her present employer and as an inducement to accept employment with the Company, the Executive shall receive the following additional compensation:
Transition Compensation. The Company will pay you a fee of $16,500 per calendar month during the Transition Period. The Company will pay you the fees set forth in items 2 through 4 on a bi-monthly basis; half of the monthly fee will be paid on the 15th and the 30th of each calendar month (i.e., in accordance with the Company’s normal payroll schedule). In the case of a partial calendar month, the Company will pay you a pro rata portion of the monthly fee.
Transition Compensation. You will be eligible to receive compensation for (i) transition services with respect to your assistance in transferring to employees of the Company the scope of your duties and long standing knowledge regarding the Company, (ii) advice on business development, engagements, projects and reports, (iii) your cooperation with regard to any third party claims that may arise prior to January 1, 2022, and (iv) such other advice or services as the Company may reasonably request that were within the scope of your duties as President of JMP. The Transition Compensation will be structured as follows: ● You will receive your current base salary through December 31, 2020 in semi-monthly payments of $16,666.67, subject to customary deductions and withholdings, including to cover your health insurance benefits under JMP’s Group Health Plan (including ArmadaCare or any other group health plan the Company selects) (the “Health Insurance Benefits”). ● From January 1, 2021 through January 1, 2022 you will receive semi-monthly base salary payments of approximately $695, which amounts will be used to cover the Health Insurance Benefits from January 1, 2021 through January 31, 2022. ● In addition, subject to your compliance with the terms of this agreement, you will be eligible to receive three balloon payments of (i) Eight Hundred Thousand Dollars ($800,000) to be paid on February 28, 2021, (ii) Four Hundred Thousand Dollars ($400,000) to be paid on July 30, 2021, and (iii) if you sign and do not revoke the Supplemental Release referred to in paragraph 24 below, you will receive the final payment of Four Hundred Thousand Dollars ($400,000) on February 28, 2022. The payments and health insurance coverage set forth in this paragraph 2(a) are referred to in the aggregate as “Transition Compensation” and, as such, will be subject to all payroll deductions.
Transition Compensation. If Executive (a) signs this Agreement and complies with her obligations hereunder, (b) remains an Active Executive during the full Retention Period, (c) has not engaged in willful misconduct during employment, whenever discovered and (d) signs and does not revoke the General Release attached hereto as Exhibit A within thirty (30) days following the end of the Retention Period, Schneider will pay Executive a total gross amount of Six Hundred Thousand Dollars ($600,000) which shall, as applicable, be treated as wages or supplemental earnings for purposes of federal and state taxation and withholding (the “Transition Compensation”). The Transition Compensation shall be paid to Executive on the first business day that is at least twenty (20) business days after the occurrence of both the following events: after the Separation Date and after Executive has signed, and not revoked within the applicable revocation period, Exhibit A to this Agreement. Executive acknowledges and agrees that, in the absence of this Agreement, Executive would otherwise not be entitled to receive the amounts represented by the Transition Compensation given Executive’s separation from employment on the Separation Date. If, prior to the expiration of the Retention Period, Schneider terminates Executive’s employment for Cause, Executive will forfeit eligibility to receive the Transition Compensation. For purposes of this Agreement, “Cause” means (a) Executive has engaged in gross negligence, gross incompetence, or willful misconduct in the performance of the duties and services required by Schneider; (b) Executive has engaged in willful conduct (i) involving destruction or culpable dishonesty against Schneider or (ii) resulting in a conviction of or plea of no contest to any crime involving fraud, theft, misappropriation, embezzlement, dishonesty; or (c) any serious and intentional violation of any Schneider employment policy. Notwithstanding anything to the contrary herein, Executive will remain eligible for the Transition Compensation in the event that she is discharged during the Retention Period for a reason other than for Cause. For clarity, Executive will forfeit Profit Share eligibility effective as of the Separation Date. Executive also forfeits, as of the Separation Date, all unvested and/or unaccrued amounts under any and all long term incentive plans and awards thereunder including but not limited to the Xxxxxxxxx National Inc. 2017 Omnibus Incentive Plan, the Xxxxxxxxx Nationa...
Transition Compensation. In exchange for my commitment to continue to serve the Company as Chairman following the Transition Date, on the Transition Date, the Company shall grant me an RSU award covering 33,832 shares (the “Transition Grant”). The Transition Grant shall be subject to two separate vesting requirements: (a) the Service-Based Requirement, which will be satisfied on the third anniversary of the Transition Date subject to continued service, as provided herein, to the Company through such date, and (b) the Liquidity Event Requirement (as defined in the RSU award agreement described in Section 4.b above). If a Change of Control (as defined in the Company’s 2011 Equity Incentive Plan) occurs (a “Change in Control”) or if I am asked to resign as Chairman without Cause or am removed, or am not reelected as Chairman of the Board prior to the Chairman Target Date, then upon the date I cease to be Chairman for such reasons (the “Chairman Departure Date”), the Service-Based Requirement of the Transition Grant will become immediately achieved on the Chairman Departure Date. In addition, in the event that following the Transition Date my service as Chairman of the Board terminates as a result of my death or disability, the Service-Based Requirement of the Transition Grant will become immediately achieved on the Chairman Departure Date.
Transition Compensation. In addition to continuing to receive his base salary in effect as of December 2010, while he remains employed during the Transition Period, Executive shall receive the following compensation:
Transition Compensation. Employee will receive a cash payment of _______________ Dollars ($__________) (less withholdings) within 30 days following hire.
