EXECUTIVE SEVERANCE AGREEMENT
THIS EXECUTIVE SEVERANCE AGREEMENT (as amended, restated, or otherwise modified from time to time, this Agreement), dated as of the 17th of August, 2020 (the Effective Date), is entered into by and between Altair Engineering Inc., a Delaware corporation (the Company), and Uwe Schramm (the Executive).
W I T N E S S E T H:
WHEREAS, the Executive currently serves as a key employee of the Company and the Executives services and knowledge are valuable to the Company;
WHEREAS, the Compensation Committee (the Committee) of the Board of Directors of the Company (the Board) has determined that it is in the best interests of the Company and its shareholders to provide enhanced severance protections to the Executive, subject to the terms and conditions of this Agreement;
WHEREAS, the Committee has recommended to the Board that it authorize the Company to enter into this Agreement; and
WHEREAS, the Board has authorized the Company to enter into this Agreement.
NOW, THEREFORE, in consideration of the mutual promises and covenants contained herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby mutually acknowledged, the parties hereto agree as follows:
1. TERMINATION WITHOUT CAUSE OR FOR GOOD REASON. If, during the period commencing on the Effective Date and ending on (but including) the one-year anniversary of a Change in Control, (i) the Executives employment is terminated by the Company without Cause (as defined below), or (ii) the Executive resigns employment for Good Reason (as defined below) (each, a Qualifying Termination), then subject to Section 3 and Section 4 below:
(a) The Company will pay to the Executive within thirty (30) days of the date of the Qualifying Termination (or on such earlier date as is required by applicable law), (i) any accrued but unpaid base salary amounts, (ii) any accrued but unused vacation pay, and (iii) any unreimbursed business expenses incurred prior to the date of the Qualifying Termination. In addition, the Company will pay to the Executive any earned but unpaid annual performance award for the prior fiscal year at the time such annual performance awards are payable to employees of the Company generally, but in no event later than March 15 of the calendar year immediately following the calendar year in which the Qualifying Termination occurs.
(b) The Company will continue to pay to the Executive, in equal installments in accordance with the Companys normal payroll practices, an amount equal to the Executives Annual Rate of Base Salary (as defined below), for the duration of the Severance Period (as defined below) (the Salary Continuation Payments). Annual Rate of Base Salary shall mean the Executives annual base salary rate in effect immediately prior to the Qualifying Termination or, in the event of a resignation for Good Reason as a result of a material diminution in the Executives annual base salary rate, the Executives annual base salary rate in effect immediately prior to the reduction that gave rise to the grounds for Good Reason.