(z) a Performance Incentive Bonus in respect to such Contract Year, in each case, prorated for the period of the applicable Contract Year that Executive served as CEO. Any such prorated Underwriting Bonus Award and Performance Incentive Bonus shall be paid on or before March 15 of the succeeding calendar year. Any such prorated Trued-Up Underwriting Bonus Award shall be paid at the date specified in Section 4(a)(ii) (i.e. on the same date that payment would have even made in the absence of such termination).
Notwithstanding any other provision of this agreement or in any other agreement among Executive and GBLI, if Executive did not materially breach any of Executives material post-employment agreements with GBLI, as determined by the Board in its sole discretion, then Executive shall receive as severance an aggregate amount equal to the lesser of (i) one month of Base Salary for each 12 months of employment and (ii) the Base Salary otherwise payable between the date of Executives termination of employment and December 31, 2023, with such amount payable in a lump sum cash payment on the 60th day following the date of Executives termination of employment (the Release Deadline); provided that Executives entitlement to severance hereby shall be subject to Executive providing an executed general release of claims in respect of GBLI and in respect of Fox Paine & Company, LLC, including their respective affiliates, officers, executives, agents, attorneys, other advisors, members, managers, and employees in a form reasonably satisfactory to GBLI and Fox Paine & Company, LLC (a Release), and not revoking such Release within any legally applicable revocation period, in each case prior to the Release Deadline. In the event Executive terminates employment with GBLI for any reason, Executive shall not be entitled to the severance payment described above. Subject to Section 10(b) (below), all severance related payments and other benefits provided to Executive in any and all other agreements among Executive and GBLI are hereby extinguished.
For purposes of this agreement, Cause includes one or more of the following as determined by the Board in its sole discretion: (i) conduct of Executive constituting fraud, dishonesty, malfeasance, gross incompetence, gross misconduct, or gross negligence, (ii) Executive being officially charged with or indicted for a felony criminal offense involving violence or moral turpitude, (iii) Executive failing to follow the lawful written instructions of the Chairman or the Board, and (iv) Executives violation of GBLIs governance, code of conduct, conflict of interest, or similar GBLI policies applicable to GBLI employees generally or senior executives generally.
All disputes among Executive, GBLI, and/or Fox Paine & Company, LLC (including affiliates) shall be resolved by confidential binding baseball type arbitration in Philadelphia, Pennsylvania under the auspices of JAMS. The governing law shall be that of New York. The arbitration shall be conducted by a single arbitrator selected by the parties in accordance with the JAMS Employment Arbitration Rules & Procedures pertaining at the time the dispute arises. Each party to the arbitration shall pay such partys own attorney fees and other expenses related to the arbitration. The arbitrator may not make an award of attorney fees to any party. GBLI shall be solely responsible for JAMSs arbitration fees and costs. This agreement to arbitrate and any arbitration hereunder will be interpreted and/or conducted in a manner to ensure its enforceability.
(a) Deductions & Withholdings.
GBLI shall make such deductions and withhold such amounts from any payment made to Executive hereunder as may be required from time to time by law, governmental regulation, or order.