TRANSITION COMPENSATION AND BENEFITS. In consideration of Executive’s execution of the release of claims in this Agreement and as compensation for Executive’s services during the Transition Period, Cadence will provide the following payments and benefits to Executive (to which Executive would not otherwise be entitled), after Executive has returned to the Company all hard and soft copies of records, documents, materials and files in his possession or control, which contain or relate to confidential, proprietary or sensitive information obtained by Executive in conjunction with his employment with the Company, as well as all other Company-owned property, except to the extent retained pursuant to Section 7 of the Employment Agreement:
a. all of the unvested equity compensation awards (including stock options, restricted stock and restricted stock units) that are not performance-based within the meaning of Section 162(m) of the Internal Revenue Code of 1986, as amended (the “Code”), that are outstanding and held by Executive on the Transition Commencement Date and that would have vested over the twelve (12) months following the Transition Commencement Date had Executive continued to serve as an executive of the Company pursuant to his Employment Agreement, shall immediately vest and become exercisable in full on the Effective Date of this Agreement, and there shall be no further vesting of those equity compensation awards during or after the Transition Period, notwithstanding any provision in any equity compensation award to the contrary, except as otherwise provided by paragraph 7 hereof. Provided Executive continues in employment under this Agreement through the end of the applicable performance period, unvested equity compensation awards that are performance-based within the meaning of Section 162(m) of the Code and that are outstanding and held by Executive on the Transition Commencement Date shall continue to vest though the end of the applicable performance period provided any such performance period ends within twelve (12) months following the Transition Commencement Date, but only to the extent justified by the satisfaction of the performance goals prescribed for such equity awards. Upon the conclusion of the performance period, such awards shall immediately vest to the extent they would have vested over the twelve (12) months following the Transition Commencement Date had Executive continued to serve as an executive of the Company pursuant to his Employment Agreement, and there shall be ...
TRANSITION COMPENSATION AND BENEFITS. In consideration and compensation for Executive's services during the Transition Period, Cadence will provide the following to Executive:
a. a monthly salary of $2,000 less applicable tax withholdings and deductions, payable in accordance with Cadence's regular payroll schedule;
b. continued vesting of stock options and restricted stock granted to Executive prior to the Termination Date, provided that Executive has executed all necessary stock option and restricted stock agreements on or before<>, and with the understanding that upon Executive's Termination Date, all vested options may be exercised in accordance with the applicable stock option agreement, any unvested options will expire, and any unvested restricted stock will be forfeited; and
c. if Executive elects to continue coverage under Cadence's medical, dental, and vision insurance plans pursuant to COBRA following the Transition Commencement Date, Cadence will pay Executive's COBRA premiums during the Transition Period. Except as so provided, Executive will receive no other compensation or benefits from Cadence in consideration of Executive's services during the Transition Period.
TRANSITION COMPENSATION AND BENEFITS. During the Transition Period, the Company will pay you 100% of your current regular base salary (collectively, the “Transition Salary”), and you will continue to be eligible to participate in benefits customarily afforded to other Company employees, including participation in health insurance benefits plans to the fullest extent allowed by the plans.
TRANSITION COMPENSATION AND BENEFITS. In consideration of Executive’s execution of the release of claims in this Agreement and as compensation for Executive’s services during the Transition Period, Cadence will provide the following payments and benefits to Executive (to which Executive would not otherwise be entitled), after Executive has returned to the Company all hard and soft copies of records, documents, materials and files in his possession or control, which contain or relate to confidential, proprietary or sensitive information obtained by Executive in conjunction with his employment with the Company, as well as all other Company-owned property:
a. all of the unvested options and other outstanding stock awards, which are held by Executive on the Transition Commencement Date and that would have vested over the succeeding twelve (12) month period had Executive continued to serve as an executive of the Company pursuant to his Employment Agreement, shall immediately vest and become exercisable within five (5) days following the Effective Date of this Agreement, and there shall be no further vesting of those options or stock awards during the Transition Period, notwithstanding any provision in any stock grant or stock agreement to the contrary. This acceleration will have no effect on any other provisions of the stock awards; and
b. if Executive elects to continue coverage under Cadence’s medical, dental, and vision insurance plans pursuant to COBRA following the Transition Commencement Date, Cadence will pay Executive’s COBRA premiums during the Transition Period. Except as so provided, Executive will receive no other compensation or benefits from Cadence in consideration of Executive’s services during the Transition Period.
TRANSITION COMPENSATION AND BENEFITS. In consideration of Executive’s execution of the release of claims in this Agreement and as compensation for Executive’s services during the Transition Period, Cadence will provide the following payments and benefits to Executive (to which Executive would not otherwise be entitled), after Executive has returned to the Company all hard and soft copies of records, documents, materials and files in his possession or control, which contain or relate to confidential, proprietary or sensitive information obtained by Executive in conjunction with his employment with the Company, as well as all other Company-owned property, except to the extent retained pursuant to Section 7 of the Employment Agreement: a. all of the unvested equity compensation awards (including stock options, restricted stock and restricted stock units) that are not performance-based within the meaning of Section 162(m) of the Internal Revenue Code of 1986, as amended (the “Code”), that are outstanding and held by Executive on the Transition Commencement Date and that would have vested over the twelve (12) months following the Transition Commencement Date had Executive continued to serve as an executive of the Company pursuant to his Employment Agreement, shall immediately vest and become exercisable in full on the Effective Date of this Agreement, and there shall be no further vesting of those equity compensation awards during or after the Transition Period, notwithstanding any provision in any equity compensation award to the contrary, except as otherwise provided by paragraph 7 hereof. Provided Executive continues in
TRANSITION COMPENSATION AND BENEFITS. Until the Separation Date, provided you remain employed by the Company: (i) you shall continue to receive for services to be rendered hereunder your base salary currently in effect, subject to payroll withholding and deductions and payable in accordance with the Company’s regular payroll schedule, (ii) you shall continue to be eligible to earn a bonus under the terms of the current company incentive plan but only to the extent earned under the terms of the bonus plan; such bonus shall also be subject to payroll withholding and deductions, (iii) you shall continue to be entitled to all benefits for which you are eligible under the terms and conditions of the standard Company benefits, including but not limited to all life, dental, health, accident and disability benefit plans and other similar welfare plans and compensation practices which may be in effect from time to time and provided by the Company to its employees generally through the last day of your employment, and (iv) all equity awards granted to you by the Company that are outstanding as of the effective date of this Agreement shall continue to vest in accordance with the vesting terms set forth in the applicable equity award agreement.
TRANSITION COMPENSATION AND BENEFITS. In consideration and compensation for Executive’s services during the Transition Period, Cadence will provide the following to Executive:
a. a monthly salary of $4,000 less applicable tax withholdings and deductions, payable in accordance with Cadence’s regular payroll schedule, commencing on the first pay date that is more than six months following the Transition Commencement Date;
b. immediate vesting as of the Transition Commencement Date of that portion of the stock options and restricted stock granted to Executive prior to the Termination Date, or assumed by the Company by virtue of its acquisition of Verisity, that would ordinarily have vested during the Transition Period, provided that Executive has executed all necessary stock option and restricted stock agreements, and with the understanding that (i) upon the Transition Commencement Date all unvested options and unvested restricted stock that do not vest in accordance with this paragraph 4(b) shall immediately expire and be forfeited and (ii) upon Executive’s Termination Date, all vested options may be exercised in accordance with the applicable stock option agreement; and
c. if Executive elects to continue coverage under Cadence’s medical, dental, and vision insurance plans pursuant to COBRA following the Transition Commencement Date, Cadence will pay Executive’s COBRA premiums during the Transition Period. Except as so provided, Executive will receive no other compensation or benefits from Cadence in consideration of Executive’s services during the Transition Period.
TRANSITION COMPENSATION AND BENEFITS. Provided that Executive timely executes and does not revoke this Agreement and subject to Section 1(b) and compliance with Section 5, during the Transition Period, Executive will continue to: (i) receive his base salary as in effect on the Effective Date ($749,174), paid in monthly installments commencing June 2024 subject to the Company’s payroll cycle including full base salary for the month of December 2024; (ii) be eligible to participate in all health and welfare benefit plans in which Executive is enrolled as of the Effective Date; and (iii) vest and settle in all equity awards granted to Executive by the Company that are scheduled to vest during the Transition Period (consisting of the vesting of previously awarded (A) 413 restricted stock units on December 13, 2024, (B) 327 restricted stock units on December 12, 2024, (C) 503 restricted stock units on December 11, 2024, (D) 1,531 stock options at exercise price of $252.89 per share on December 13, 2024, (E) 1,196 stock options at exercise price of $332.63 per share on December 12, 2024 and (F) 1,946 stock options at exercise price of $223.02 per share on December 11, 2024). Except as otherwise provided herein, all other Company-sponsored benefits will cease as of the Effective Date. Subject to the limitations of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), during the Transition Period, Executive shall not be eligible to contribute to the Company’s nonqualified deferred compensation plan and shall not be eligible for any new equity grants or awards. Executive’s final paycheck will include all unpaid wages up to and including Executive’s actual Separation Date. The payment of any accrued or unused paid time-off benefits will be subject to Company policy. Executive’s enrollment in Company provided health benefits as an active employee will terminate as of the Separation Date. Thereafter, Executive may elect to continue coverage that is in force as of the Separation Date under the Valmont group health plan pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”).
TRANSITION COMPENSATION AND BENEFITS. Until the Separation Date, the Company will continue to pay you your regular base salary (annualized at $400,000), and you will continue to be eligible for benefits currently afforded to you, including participation in the ESPP, 401(k) Plan, continued vesting of your equity awards and Company-sponsored health benefit plans to the fullest extent allowed by such plans. In addition to the foregoing, you will be eligible to receive your bonus for the second half of the Company’s 2013 fiscal year for which you were eligible in your capacity as the Company’s Chief Executive Officer, subject to determination and approval by the Company’s Board (the “2HFY13 Bonus”). For the avoidance of doubt, the parties agree that you will not be eligible for any bonus that relates to the Company’s 2014 fiscal year and you will no longer accrue vacation on August 12, 2013.
TRANSITION COMPENSATION AND BENEFITS. In consideration of Executive’s execution of the release of claims in this Agreement and as compensation for Executive’s services during the Transition Period, Cadence will provide the following payments and benefits to Executive (to which Executive would not otherwise be entitled), after Executive has returned to the Company all hard and soft copies of records, documents, materials and files in his possession or control, which contain or relate to confidential, proprietary or sensitive information obtained by Executive in conjunction with his employment with the Company, as well as all other Company-owned property:
a. all outstanding equity compensation awards (including, stock options granted and incentive stock awards) issued by the Company to the Executive prior to the Change in Control (as defined in Section 4.5 of Executive’s Employment Agreement) shall have their vesting fully accelerated so as to be 100% vested as of the Effective Date of this Agreement, notwithstanding any provision in any stock grant or stock agreement to the contrary. This acceleration will have no effect on any other provisions of the stock awards; and
b. if Executive elects to continue coverage under Cadence’s medical, dental, and vision insurance plans pursuant to COBRA following the Transition Commencement Date, Cadence will pay Executive’s COBRA premiums during the Transition Period and up to the full period of Executive’s COBRA eligibility. Except as so provided, Executive will receive no other compensation or benefits from Cadence in consideration of Executive’s services during the Transition Period.
