Transition Pay and Benefits Sample Clauses

Transition Pay and Benefits. If you agree to be employed during the entire Transition Period or if you are terminated without Cause (as defined below) prior to the Transition Date and comply with all other conditions stated in this Agreement: (1) Knight will pay you in the total amount of $1,000,000 dollars in full settlement of your accrued bonus through the Transition Date, less applicable deductions and withholding (the “Transition Payment”), provided that you have signed and not revoked this Agreement and Addendum A within the revocation periods set forth in Paragraph 24.e. of this Agreement and Section g. of Addendum A; and (2) Knight shall provide certain continued health and dental coverage as in effect on the date hereof during the Transition Period. Addendum A to the Agreement must be signed between the Transition Date and fifteen days after the Transition Date and must be received by the Company by the fifteenth calendar day after the Transition Date. The Transition Payment shall be paid in one lump sum payment within twenty-one (21) days of receiving a signed copy of Addendum A to this Agreement from you, provided that you have not revoked this Agreement or Addendum A within the revocation periods outlined in Paragraph 24.e. of this Agreement and Section g. of Addendum A.
Sample 1
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Transition Pay and Benefits. In consideration and exchange for all of Xxxx’x promises under this Agreement, the release and waiver set forth in Section 11 and Xxxx’x performance of Transition Services in accordance with this Agreement, the Company shall provide Xxxx with the transition pay and benefits set forth below. (a) The Company shall pay Xxxx at a rate of $300 per hour for his performance of any and all Transition Services under this Agreement. Xxxx shall keep accurate records of his time spent on Transition Services each day, which shall be made available to Targacept upon request. Following the end of each month during the Transition Period, Xxxx shall submit an invoice to Targacept that includes the total hours spent by Xxxx on the Transition Services for that month, rounded up to the nearest quarter hour, and a brief description of the services provided. Such monthly invoices should be submitted to Targacept no later the 15th day of each month (or next business day thereafter). Such invoices shall be paid by Targacept within thirty (30) days. (b) Subject to the terms and conditions of that certain letter agreement between Xxxx and Targacept of even date herewith (the “Stock Option Letter Agreement”), the vesting of certain Targacept stock options previously issued to Xxxx will be accelerated and the exercise period of certain Targacept stock options previously issued to Xxxx will be extended. The terms and conditions of the Stock Option Letter Agreement are hereby incorporated by reference into this Agreement. (c) The Company shall not be responsible for withholding taxes with respect to payments and benefits provided to Xxxx under this Agreement. Xxxx shall be responsible for all federal, state and local tax liabilities arising from such payments and benefits, and Xxxx agrees to indemnify and hold harmless the Company from any and all tax liabilities arising from any and all payments and benefits provided under this Agreement.
Sample 1
Transition Pay and Benefits. If you (i) do not rescind this Agreement as set forth in Section 7 below, and (ii) provide the reaffirmation at set forth in Section 8 below, then Evergreen Solar will provide you with the following Transition Pay and Benefits in exchange for the mutual covenants set forth in this Agreement. Such Transition Pay and Benefits shall include: (i) continuation of your base bi-weekly salary of Thirteen Thousand Dollars and No Cents ($13,000.00), subject to all ordinary payroll taxes and withholdings, in accordance with Evergreen Solar’s payroll policies and procedures (the “Bi-weekly Payment”), such salary continuation to commence on the first regularly scheduled payroll date following the Separation Date of this Agreement to continuing through December 31, 2011 (the “Transition Period”); and (ii) providing that you remain eligible under the provisions of Consolidated Omnibus Budget Reconciliation Act of 1985 (COBRA), commencing on April 1, 2011 and continuing through December 31, 2011 (the “COBRA Continuation Period”), and upon completion of the appropriate forms, Evergreen shall continue your participation in Evergreen Solar’s group medical and dental insurance plans to the same extent that such insurance is provided to persons employed by Evergreen Solar (including your contribution to the medical and dental insurance premiums, which shall be deducted from your salary continuation set forth in (i) above). After December 31, 2011 you will have the right, at your sole expense, to continue your participation in such plans. The “qualifying event” under COBRA shall be deemed to have occurred on the Separation Date. Notwithstanding the foregoing, should you enroll in an alternative medical and/or dental plan, your COBRA Continuation Period shall end as of the date of such enrollment.
Sample 1
Transition Pay and Benefits. Knight desires to provide an incentive to you to remain employed with Knight for a Transition Period (as defined below) and to comply with the terms and conditions of this Agreement, as set out below. Subject to the closing of the KFI Transaction, Knight shall provide the transition pay and benefits under the terms and conditions set forth in this Agreement if you remain employed during the Transition Period. Any transition pay and benefits paid to you shall be in addition to other compensation and benefit plans to which you may otherwise be entitled.
Sample 1
Transition Pay and Benefits. In return for the execution of this Agreement, it becoming effective (see paragraph 17), and Mr. Xxxxxxxx xxxoring all of its terms (and continuing to honor all of its terms), the Company will provide Mr. Xxxxxxxx xxxh the pay and benefits described in subparagraphs 3.a., 3.b., 3.c., 3.d., and 3.e below. For the avoidance of doubt, the benefits and any compensation described in subparagraphs 3.f., and 3.g. will be provided irrespective of whether Mr. Xxxxxxxx xxxcutes this Agreement or not.
Sample 1
Transition Pay and Benefits. Knight desires to provide an incentive to you to remain employed for a Transition Period (as defined below) and to comply with the terms and conditions of this Agreement, as set out below. Subject to the closing of the sale of the U.S. assets of KFI to Stifel and the release of the U.K. employees of KFI to Stifel, Knight shall provide the transition pay and benefits under the terms and conditions set forth in this Agreement if you remain employed during the Transition Period. Any transition pay and benefits paid to you shall be in addition to other compensation and benefit plans to which you may otherwise be entitled.
Sample 1
Transition Pay and Benefits. As of the Transition Date, subject to the Executive’s (or his estate’s) execution and delivery of a release of claims in favor of the Company in the form attached hereto as Annex A (the “Release”) within 50 days following the Transition Date and non-revocation within the time period set forth therein, the Company shall provide the Executive with the following (subject, in each case, to any delay in payment required by Section 9 (Section 409A) of the Revised Employment Agreement): (i) an amount in cash equal to $1,950,000, payable in equal installments on the Company’s regular payroll dates during the thirty-six (36)-month period following the Transition Date; and (ii) each outstanding equity award granted by the Company, as set forth on Exhibit A attached hereto, other than the 2022 PSU Award, shall vest in full as of the Transition Date and all outstanding stock options shall remain exercisable for their full term.
Sample 1
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Related to Transition Pay and Benefits

  • Severance Pay and Benefits Upon Termination by the Company without Cause or by the Executive for

  • Pay and Benefits The Agency shall continue to pay salary and benefits which includes pension contribution, insurance and paid leave time consistent with what they earned before their appointment. Employees appointed as a Contract Specialist shall not be eligible for reimbursement for uniforms, boots or other ancillary items while serving as a Contract Specialist the specifics which will be noted in the employee’s Contract Specialist agreement.

  • Separation Payments and Benefits Provided that Executive: (x) executes this Agreement and returns a copy of this Agreement that has been executed by Executive to the Company so that it is received by Cameron Turtle, Chief Operating Officer, 221 Crescent Street, Built 17, Suite 102B, Waltham, MA 02453 (email: ) no later than 5:00 pm CT on September 22, 2023; (y) does not revoke this Agreement during the Release Revocation Period (as defined below); and (z) remains in compliance with the other terms and conditions set forth in this Agreement (including under Section 5), Executive shall receive the following separation payments and benefits: (a) the Company shall pay to Executive aggregate severance payments of $623,000 (the “Severance Amount”), which Severance Amount shall be paid through salary continuation in equal installments in accordance with the Company’s standard payroll procedures, with the initial payment to occur on the first payroll date following the 60th day following the Separation Date, with the first installment to include a catchup payment for amounts covering the period from the date of Separation Date through the first payment date; (b) if Executive timely elects continued coverage under the Consolidated Omnibus Budget Reconciliation Act (“COBRA”), the Company shall pay the full amount of Executive’s COBRA premiums on behalf of the Executive for the Executive’s continued coverage under the Company’s health, dental and vision plans, including coverage for the Executive’s eligible dependents, for the Severance Period (as defined in the Severance Agreement); (c) the Company shall pay to Executive a lump sum payment of $168,246.58 (the “Retention Bonus”) in accordance with the terms of that certain Incentive Agreement between Executive and the Company dated June 21, 2023 (the “Incentive Agreement”), which Retention Bonus shall be paid following the expiration of the Release Revocation Period but in no event later than December 31, 2023; (d) effective as of the last day of the Consulting Period, all unvested Options scheduled to vest within the 12-month period following the last day of the Consulting Period shall immediately become fully vested and exercisable; (e) all vested Options (after giving effect to Section 2(d) and Section 5(c)) will remain outstanding for six months following the last day of the Consulting Period and may be exercised during such period in accordance with the terms of the Award Agreements; and (f) in the event that any sale, licensing, disposition, or monetization transaction or multiple transactions relating to pegtarviliase or any of the Company’s legacy development-stage assets is consummated prior to June 23, 2024, then, and only then, the Company will pay to Executive a cash bonus equal to: (i) 1.0% of the value of the upfront consideration received by the Company in such transactions, plus (ii) 0.5% of the risk-adjusted net present value of the contingent consideration payable to the Company in such transactions, in each case, to be paid within 30 days of the end of the calendar quarter in which such transaction is consummated, in each case, in accordance the parameters established by the Compensation Committee of the Board of Directors of the Company on August 1, 2023. Executive acknowledges and agrees that the consideration referenced in this Section 2 represents the entirety of the amounts Executive is eligible to receive as severance pay and benefits from the Company or any other Company Party pursuant to the Severance Agreement and otherwise.

  • Severance Payments and Benefits (a) If a Change in Control occurs and within a period of twenty-four (24) months thereafter, Executive incurs a Separation from Service on account of (i) an involuntary termination by the Company for reasons other than death, Disability or Cause, or (ii) a voluntary termination elected by the Executive for Good Reason, then subject to (A) Executive signing and not revoking a separation and general release agreement (the “Release”) in a form provided by the Company as may be in use from time to time, and (B) Section 4 below, Executive shall (and the Company (or any successor thereto) shall pay, award and/or provide): (1) receive a lump-sum cash severance payment in an amount equal to the sum of (a) two times (2x) Executive’s Annual Compensation; (b) the product of (x) Executive’s Long-term Incentive Award Value, multiplied by (y) a fraction, the numerator of which is the number of full and partial calendar months between January 1 of the year of Separation from Service and the date of the Executive’s Separation from Service (provided, however, that such numerator shall not exceed six (6)) and the denominator of which is twelve (12); and (c) the product of (x) the greater of (A) Executive’s target annual bonus amount for the year in which the Separation from Service occurs, or (B) the highest annual bonus paid to the Executive out of the three (3) prior bonuses paid to the Executive prior to the Executive’s Separation from Service, multiplied by (y) a fraction, the numerator of which is the number of full and partial calendar months between January 1 of the year of Separation from Service and the date of the Executive’s Separation from Service and the denominator of which is twelve (12); and (2) receive eighteen (18) months of continued coverage under the Company’s group health plans (based on the level of the Executive’s coverage in effect on the date of the Executive’s Separation from Service), at the Company’s expense, subject to the Executive’s timely election of continuation coverage under the COBRA, it being understood that (a) in the event that the Executive becomes eligible to receive substantially similar or improved medical, dental or vision benefits from a subsequent employer (whether or not the Executive accepts such benefits), the Company’s obligations under this Section 3(a)(2) shall immediately cease, (b) the Executive will notify the Company of his eligibility for such benefits from a subsequent employer within thirty (30) days of such eligibility and (c) in the event that the Company’s making payments under this Section 3(a)(2) would violate nondiscrimination rules or result in the imposition of penalties under the PPACA, the parties agree to reform this Section 3(a)(2) in such manner as is necessary to comply with tax laws and the PPACA, as applicable. (3) become fully vested in all Company equity and long-term incentive awards granted to Executive (including, but not limited to, and all stock options, stock appreciation rights, restricted stock, restricted stock units, performance shares, performance units, and all other stock and cash-based long-term incentive awards) to the extent that such vesting is based on service with the Company. With respect to any performance shares and performance unit awards, (a) the final number of units and/or shares payable under such awards shall only be determined in accordance with the terms and conditions of the respective grant agreement governing such award, and accordingly, (b) distribution of such awards can only take place following such share and/or unit amount determination. Notwithstanding the foregoing, the full and immediate vesting of any restricted stock units, performance shares, performance units, shall not change the payment date thereof or otherwise apply to the extent it would result in adverse tax consequences under Section 409A of the Code; and (4) notwithstanding anything to the contrary in the respective award agreement(s), be entitled to exercise any stock options or stock appreciation rights until the expiration of twenty-four (24) months following Executive’s Separation from Service (or until such later date as may be applicable under the terms of the award agreement governing the stock option or stock appreciation right upon termination of employment), subject to the maximum full term of the stock option or stock appreciation right; provided, however, that, if any stock option or stock appreciation right is terminated or cashed-out in connection with a Change in Control, the Executive shall receive a lump-sum cash payment equal to the time value (i.e., under the Black Scholes option pricing model) of such stock options or stock appreciation rights inclusive of the economic value for the period of twenty-four (24) months following Executive’s Separation from Service (or until such later date as may be applicable under the terms of the award agreement governing the stock option or stock appreciation right upon termination of employment), subject to the maximum full term of the stock option or stock appreciation right. (b) If Executive is not a Specified Employee, all payments made to Executive under Section 3(a) immediately above shall be made on the sixtieth (60th) calendar day following Executive’s Separation from Service, provided that Executive’s Release must be effective and not revocable on the date payment is to be made in order to receive such payments. If Executive is a Specified Employee, to the extent required to comply with Section 409A of the Code, payments made under Section 3(a) immediately above shall be made within ten (10) calendar days following the date following the first (1st) day of the seventh (7th) month after the date of Executive’s Separation from Service, provided that no such payment shall be made to Executive if the Release has not become effective as of the six (6)-month anniversary of the date of Executive’s Separation from Service.

  • Severance Benefits In addition, if a Change in Control Severance Payment Event (as defined below) occurs, then the Company shall pay to Employee the Accrued Payments, and contingent upon Employee satisfying the Severance Conditions, the Company shall also provide Employee the following payments and other benefits (the “Change in Control Severance Package”): (i) Payment of an amount equal to 2.0 times the sum of (i) Employee’s annual rate of Base Salary as of the Termination Date or as of the date of the Change in Control, whichever is greater, plus (ii) Employee’s Target STI Payment, calculated based on Employee’s Base Salary as of the Termination Date or, if greater, as of the date of the Change in Control, payable to Employee on the 30th day following the Termination Date in a lump sum payment; plus (ii) Payment of a Pro-Rata Bonus for the calendar year of termination, payable as soon as administratively feasible following preparation of the Company’s audited financial statements for the applicable calendar year, but in no event later than March 31 (or earlier than January 1) of the calendar year following the calendar year to which such STI Payment relates; and (iii) The Company shall pay or reimburse on a monthly basis the premiums required to continue Employee’s group health care coverage for a period of eighteen (18) months following Employee’s Termination Date, under the applicable provisions of COBRA, provided that Employee or his dependents, as applicable, elect to continue and remain eligible for these benefits under COBRA. If necessary to avoid inclusion in taxable income by Employee of the value of in-kind benefits, such health care continuation premiums shall be provided in the form of taxable payments to Employee, which payments shall be made without regard to whether Employee elects to continue and remain eligible for such benefits under COBRA, and in which event Company shall pay to Employee, with each monthly reimbursement, an additional amount of cash equal to A/(1-R)-A, where A is the amount of the reimbursement for the month, and R is the sum of the maximum federal individual income tax rate then applicable to ordinary income and the maximum individual Colorado income tax rate then applicable to ordinary income; (iv) Provided, however, that the sum of (i) and (ii) above shall be reduced, but not below zero, by the sum of any actually benefits provided to Employee pursuant to Section 5(a)(i), (ii), or (iii) and any payments otherwise required pursuant to Section 5(a)(i), (ii), and (iii) shall not be made. Nothing in this Section 6 shall relieve the Company or any successor-in-interest thereof of its obligation to continue, following any Change in Control, to provide Employee with the compensation due pursuant to Section 3 of this Agreement or to otherwise comply with its obligations hereunder in the event Employee’s service continues pursuant to this Agreement following the occurrence of such Change in Control.

  • Payment and Benefits In consideration of the promises made in this Release, Employer has agreed to pay Executive the benefits as provided in that certain employment agreement made and entered into as of _________________________, by and between the Parties (the “Employment Agreement”). Executive understands and acknowledges that the benefits described in this Section 2 constitute benefits in excess of those to which Executive would be entitled without entering into this Release. Executive acknowledges that such benefits are being provided by Employer as consideration for Executive entering into this Release, including the release of claims and waiver of rights provided in Section 3 of this Release.

  • Compensation and Benefits (a) For all services rendered by Employee the Company shall pay Employee during the term of this Agreement an annual salary (“Base Salary”) as set forth herein, payable semi-monthly in arrears. Employee’s initial Base Salary shall be $350,000.00. During the term of this Agreement, the amount of Employee’s Base Salary shall be subject to periodic reviews and adjustments as determined by the Company in its sole discretion. (b) The Employee shall be eligible to receive an annual performance-based cash bonus in respect of each calendar year, beginning with the 2015 calendar year, to the extent earned based on the achievement of personal and financial performance objectives established by the Company’s Board of Directors no later than 45 days after the commencement of the relevant bonus period. The target annual bonus that the Employee may earn is equal to 30 percent (30%) of the Employee’s Base Salary at the rate in effect at the end of the relevant calendar year, pro-rated to properly reflect any partial year of employment. If applicable performance goals are not attained at least at the minimum level, no annual performance bonus is payable. The amount of such annual bonus awarded for a calendar year shall be determined by the Board or a committee thereof after the end of the calendar year to which such bonus relates, and shall be paid to the Employee when annual bonuses are paid to other senior executives of the Company generally, but in no event later than April 30 of the calendar year following the year for which the bonus is earned. To be eligible for any such annual bonus under this Section 3(b), the Employee must be actively employed by the Company at the time the Company pays bonuses for the relevant year. (c) The Company shall pay to the Employee a lump sum sign-on bonus in the amount of $70,000, less all applicable withholdings, no later than 15 days after the Employee’s employment commencement date. (d) The Company shall provide Employee, during the term of this Agreement, with the benefits of such insurance plans, hospitalization plans and other employee fringe benefit plans as shall be generally provided to employees of the Company and for which Employee may be eligible under the terms and conditions thereof. Nothing herein contained shall require the Company to adopt or maintain any such employee benefit plans. (e) During the term of this Agreement, except as otherwise provided in Section 5(b), Employee shall be entitled to sick leave and annual vacation consistent with the Company’s customary paid time off policies. (f) During the term of this Agreement, the Company shall reimburse Employee for all reasonable out-of-pocket expenses incurred by Employee in connection with the business of the Company and in the performance of his duties under this Agreement to the extent consistent with applicable Company policy in effect from time to time and upon presentation to the Company of an itemized accounting of such expenses with reasonable supporting data. (g) In consideration of the Employee’s entering into this Agreement and as an inducement to join the Company, the Employee shall be granted under the Company’s option incentive plan as in effect from time to time (the “Option Plan”), a stock option to purchase 600,000 shares of the Company’s common stock (the “Option”), subject to approval of the Board of Directors. The exercise price per share of the Option shall be the fair market value of the Company’s common stock (as determined by the Board of Directors) on the Option grant date. Subject to terms of the Option Plan and the Option award agreement, twenty-five percent (25%) of the shares subject to the Option shall vest on the first anniversary of Employee’s employment start date which is anticipated to be February 4, 2015, and 1/48th of the shares subject to the Option shall vest monthly thereafter so that one hundred percent (100%) of the shares subject to the Option are vested on the fourth anniversary of the employment start date, so long as the Employee remains employed at each such vesting date. Notwithstanding the foregoing vesting schedule, upon the effective date of a Change in Control (as defined in Section 5(g)), fifty percent (50%) of the shares subject to the Option which are not then vested will automatically become vested so long as the Employee remains employed on the effective date of such Change in Control. In the event of any conflict or ambiguity between this Agreement and the Option Plan or the Option award agreement, the Option Plan and the Option award agreement shall govern.

  • Vacation and Benefits The Executive is entitled to four (4) weeks of vacation, which will accrue on a pro-rata basis during the employment year, in addition to all public holidays when the office is closed. Executive will be eligible to participate in all employee benefit plans established by the Company for its employees from time to time, subject to general eligibility and participation provisions set forth in such plans. In accordance with Company policies from time to time and subject to proper documentation, the Company will reimburse you for all reasonable and proper travel and business expenses incurred by you in the performance of your duties.

  • ADDITIONAL COMPENSATION AND BENEFITS The Executive shall receive the following additional compensation and welfare and fringe benefits:

  • Accrued Compensation and Benefits Notwithstanding anything to the contrary in Section 2 and 3 above, in connection with any termination of employment upon or following a Change in Control (whether or not a Qualifying Termination or CIC Qualifying Termination), the Company or its subsidiary shall pay Executive’s earned but unpaid base salary and other vested but unpaid cash entitlements for the period through and including the termination of employment, including unused earned vacation pay and unreimbursed documented business expenses incurred by Executive prior to the date of termination (collectively “Accrued Compensation and Expenses”), as required by law and the applicable Company or its subsidiary, as applicable, plan or policy. In addition, Executive shall be entitled to any other vested benefits earned by Executive for the period through and including the termination date of Executive’s employment under any other employee benefit plans and arrangements maintained by the Company or its subsidiary, as applicable, in accordance with the terms of such plans and arrangements, except as modified herein (collectively “Accrued Benefits”). Any Accrued Compensation and Expenses to which the Executive is entitled shall be paid to the Executive in cash as soon as administratively practicable after the termination, and, in any event, no later than two and one-half (2-1/2) months after the end of the taxable year of the Executive in which the termination occurs or at such earlier time as may be required by applicable law or Section 10 below, and to such lesser extent as may be mandated by Section 9 below. Any Accrued Benefits to which the Executive is entitled shall be paid to the Executive as provided in the relevant plans and arrangements.

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