Payment and Benefits Contract Clauses (101)

Payment and Benefits. Upon the effectiveness of the terms set forth herein, the Company will provide Executive with the benefits set forth in Section 4(a) of the Veritiv Corporation Executive Severance Plan (the "Severance Plan"), upon the terms, and subject to the conditions, of the Severance Plan.

Payment and Benefits. In full satisfaction of Executive's rights under the Plan and in exchange for the promises contained in this Agreement, and so long as Executive does not revoke this Agreement: a.Severance Pay: The Corporation shall pay to Executive the total sum of $____________, representing the sum of (i) 12 months of base salary and (ii) 100% of Executive's target annual bonus for the year in which the Separation Date occurs, less applicable tax, withholdings, and deductions required by law, as severance pay... and in exchange for the promises, agreements, understandings, and releases contained in this Agreement. This sum will be paid as a lump sum through the Corporation's payroll within 30 days following the Effective Date, except to the extent payment is required to be delayed pursuant to Paragraph 13, and provided that if such 30-day period straddles two consecutive calendar years, payment shall be made in the second of such years. Executive understands that, under applicable law, no Corporation match of 401(k) contributions can be made based on the severance pay. b.Benefits: All of Executive's benefits shall cease on Executive's last day of work except that Executive's medical, vision, and dental benefits coverage, if any, will end as of the last day of month in which the Separation Date occurs. In the event Executive elects COBRA coverage, the Corporation will pay the COBRA premium cost for Executive and such dependent(s) as are designated as of the Separation Date. Such coverage shall be provided to the Executive at the same cost that applies to similarly situated active employees of the Corporation for up to 12 months, or until Executive becomes eligible for benefits through another employer, whichever is earlier. To the extent that Executive becomes eligible for benefits through another employer during this time, Executive shall give prompt written notice to the Corporation, no later than 30 days after Executive becomes eligible for such benefits. c.Accelerated Vesting of Equity and Long-Term Incentive Awards. The stock options, stock appreciation rights, restricted stock awards, restricted stock units, and other equity-based awards held by Executive that are subject only to service or time-based vesting conditions (and not performance-based vesting conditions) and that would have vested during the 12-month period following Executive's termination, as set forth on Schedule 1 hereto, will vest as of the day immediately preceding the Separation Date. The unvested equity-based or long-term cash-based awards held by Executive that are subject to performance-based vesting conditions, as set forth on Schedule 1 hereto, shall become vested on a prorated basis, based on the portion of the performance period that has elapsed prior to the Separation Date, determined in accordance with the Corporation's administrative practices, and shall be paid at the time such award would have been paid to Executive had he or she remained employed through the end of the applicable performance period, based on actual performance during such performance period. All stock options or stock appreciation rights held by Executive shall remain exercisable until the earlier of 24 months after the Separation Date or their original expiration date. d.Outplacement Services: The Corporation shall provide standard outplacement services at the expense of the Corporation from an outplacement firm selected by the Corporation. In order to receive outplacement services, Executive must begin utilizing the services within 90 days of the Separation Date. The benefits described in (a) through (d) of this Paragraph constitute the "Separation Benefits" payable under the Plan; provided that if a Change in Control, as defined in the Plan, occurs within three months after the Separation Date, then the Severance Benefits shall be A-2 adjusted in accordance with Section 5 of the Plan. Executive agrees to indemnify and hold the Corporation harmless from and against any potential or actual actions, suits, proceedings, claims, and demands for any non-payment of taxes by Executive. In addition to the Separation Benefits set forth above, Executive will receive all Accrued Obligations and Other Benefits, as defined in the Plan, separate and apart from this Agreement. View More

Payment and Benefits. You will be offered benefits according to the Voluntary Early/Enhanced Retirement Plan (the "Plan") after your final day of employment on October 19, 2012. As described in the Plan and in exchange for the promises by you below, you will receive severance in the gross amount of Eight Hundred Eighty-Seven Thousand Three Hundred Thirty Six Dollars and Eighty Cents ($887,336.80) payable as follows: $443,668.40 payable after your execution without revocation of this Agreement; and $443,668.40 payable... over the two years following your separation in accordance with the Company's normal payroll practices. In addition, you will receive a severance bonus in the amount of $66,550.26 payable on or about March 15, 2013. Further, you will receive a payment under the Company's 2012 Annual Incentive Plan (AIP) on the same basis and to the same extent payments are made to similar situated employees of the Company. You will receive 10/12 of any such calculated payment on or about March 15, 2013. Applicable federal, state, and local payroll taxes will be deducted from these payments; these payments shall not begin until after the revocation period described below. In addition, if you timely elect COBRA coverage, the Company will provide COBRA coverage at its own expense for 18 months or until your death or eligibility for coverage by a subsequent employer. Thereafter, you will have no additional COBRA coverage, but if you have not obtained coverage from a subsequent employer, the Company at its own cost will provide up to six months additional medical and dental coverage. In further consideration of the promises and mutual promises herein contained, the Company will provide you with outplacement services with the Company's preferred vendor at a program level and duration determined by the Company. The cost for such outplacement services will be borne exclusively by the Company and you must enroll in this benefit within thirty (30) days of your execution of this Agreement. Finally, as described in Section 6(d) of the VERP, your termination of employment will be treated as a voluntary resignation under each of your outstanding equity award agreements, with your combination of age and service being sufficient to qualify for Retirement treatment (as defined in each such award agreement). In the event that you violate one or more of the post-employment restrictions on your conduct that are provided for in Section 7 (entitled "Loss of Benefits Due to Prohibited Conduct") of the Plan, you will forfeit any benefits not yet paid to you under this Agreement (with the exception of the first payment made to you) in accordance with the Plan's terms and as determined by the Plan administrator. However, you agree that if such an event occurs, then the first payment made to you will be considered sufficient consideration for the General Release set forth below in Paragraph 2 and your agreement to comply with (and not contest) Sections 10 and 11 of your previously executed Employment Agreement, as set forth in Paragraph 4 of this Agreement. Accordingly, your Release and Employment Agreement shall survive such a forfeiture of benefits and cessation of payments. View More

Payment and Benefits. As consideration for your promises, covenants and agreements in this Agreement, subject to and conditioned on your execution and non-revocation of this Agreement, the Company will provide you with payments and benefits set forth below promptly following the effectiveness of this Agreement as set forth in Section 7 hereof. These are in lieu of any provision for severance pay and benefits set forth in your Employment Agreement. (a) Severance. An amount equal to $154,436 (representing six (6) month...s of your base salary at the rate in effect on the Termination Date), subject to applicable withholding for taxes, to be paid over the six (6) months after the Termination Date in accordance with the Company's normal payroll practices. (b) COBRA. Subject to your timely election of health plan continuation coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985 ("COBRA") and your continued payment of your portion of the monthly premiums for such coverage at the same rate applicable as of immediately prior to the Termination Date, during the eighteen (18) month period following the Termination Date, you and your covered dependents will be entitled under COBRA to continued participation in the applicable group health plans of the Company in which you and your covered dependents participate as of immediately prior to the Termination Date in accordance with COBRA and the terms of such plan(s) in effect from time to time; and (c) Vested Stock Options. You shall have a period of twelve (12) months following the Termination Date to exercise any vested stock options of the Company that you hold as of the Termination Date, notwithstanding any other shorter period for exercisability as set forth in the equity incentive plan or the award agreements under which those options were issued. View More

Payment and Benefits. (a) Expense Reimbursement. Executive has presented or will present evidence of all expenditures that may be reimbursed under BancorpSouth's business expense reimbursement policy. BancorpSouth will provide full reimbursement of any such expenses that are outstanding within ten days of receipt of such evidence. (b) BancorpSouth Benefits. The parties acknowledge that Executive is participating in certain employee health, welfare, retirement and fringe benefit plans maintained by the Company or an A...ffiliate (collectively, the "Employee Plans"). The Executive's rights under the Employee Plans on and after the Retirement Date shall be determined under the terms of the Employee Plans. Executive's retirement on the Retirement Date is intended to be a separation from service under the Employee Plans. The waiver or settlement of rights herein are not intended to include a waiver of amounts due, payable or owing under the Employee Plans. (c) Payments on Separation. Executive shall receive the following payments and benefits: (i) $466,140.00 paid in a single sum on the date that follows six months after the Retirement Date, which includes but is not limited to consideration of Executive's rights under the Restricted Stock Awards, as described in Section 3 below, that are forfeited on the Retirement Date. (ii) $150,403.80 representing Executive's remaining earned but unpaid wages, accrued but unused vacation time under BancorpSouth's vacation pay policy, and cash incentive awards under the Company's Executive Performance Incentive Plan, to be paid in a single sum on the Retirement Date. (iii) With respect to the Executive's rights under the Company's Split-Dollar Life Insurance Plan, Executive will continue to accrue a "Year of Participation" under the terms of such plan for continued service as a consultant pursuant to Section 4 of this Agreement. Benefits payable to Executive's beneficiary under Section 3.2.2 of such plan will be calculated with respect to such continued service under Section 4. (d) Tax Withholdings. The payments payable to the Executive under this Agreement are subject to reduction to satisfy any and all applicable standard federal, state and local withholding obligations and any other required withholdings. (e) Executive Compensation Policy. Notwithstanding any other provision of this Agreement, incentive compensation that has been awarded to Executive shall continue to be subject to recoupment pursuant to the terms of the Company's Executive Compensation Policy, dated January 27, 2016, as well as the terms of the Executive Officer Incentive-Based Compensation Recovery Policy Acknowledgement and Agreement between the Company and the Executive. View More

Payment and Benefits. (a) Accrued Obligations. On the Separation Date (or as soon as administratively practicable thereafter), the Company shall (i) pay Executive his accrued but unpaid salary through the Separation Date, subject to any applicable withholding; and (ii) reimburse expenses incurred by Executive prior to the Separation Date for which Executive is entitled to reimbursement under the Company's expense reimbursement policies. Executive acknowledges that he shall have no right to receive any bonus payment w...ith respect to 2014. (b) Benefit Plans. Executive's participation in the Company's employee benefit plans and arrangements shall terminate effective as of the Separation Date, except as provided herein and except for any benefits under such plans or arrangements that may provide for later termination in accordance with the provisions of such plan or arrangement. (c) COBRA. Executive shall retain any rights he may have under the federal Consolidated Omnibus Budget Reconciliation Act of 1985, as amended ("COBRA"), or any similar state law, to elect continuation of certain healthcare coverage after the Separation Date. (d) Transition Services Payment. So long as Executive has executed and not revoked this Agreement, and so long as Executive is in compliance with the terms of this Agreement and the surviving provisions of the Employment Agreement as of the Payment Date (as defined below), the Company shall pay to Executive a lump sum of $200,000 within ten (10) days following the lapse of the revocation period set forth in Section 6 below (the date of such payment, the "Payment Date"). (e) Equity Awards. So long as Executive has executed and not revoked this Agreement, (i) and subject to the approval of the Board, Executive shall be granted 59,244 shares of restricted common stock of the Company (the "Restricted Stock"), which Restricted Stock shall vest at the rate of one-sixth (1/6) on each of the one-month anniversaries of the Separation Date; and (ii) any options to acquire common stock of the Company held by Executive as of the Separation Date (the "Options") shall continue to vest in accordance with their terms through the earlier of (A) the date on which Executive is no longer a member of the Board or (B) May 31, 2015. Notwithstanding the terms of any stock option agreements between the Company and Executive or the applicable Company equity plans, the Company agrees that Executive shall have a period of six months following the later of the last day on which he provides Transition Services to the Company (as defined below) or the last day on which he serves as a member of the Board to exercise his right to exercise any of his vested Options; provided, however, that no Option shall be exercisable following its expiration date. Any continued vesting referred to in this Section 3(e) shall be subject to Executive's compliance with the terms of this Agreement and the surviving provisions of the Employment Agreement. (f) Section 409A of the Internal Revenue Code. This Agreement is intended to comply with, or otherwise be exempt from, Section 409A of the Internal Revenue Code of 1986, as amended and the regulations promulgated thereunder ("Section 409A"). Notwithstanding any provision to the contrary in this Agreement, no payment or distribution under this Agreement that constitutes an item of deferred compensation under Section 409A, and becomes payable by reason of Executive's termination of employment with the Company will be made to Executive unless Executive's termination of employment constitutes a "separation from service" (as the term is defined Section 409A) to the extent required to avoid accelerated taxation or tax penalties under Section 409A in respect of such amounts. For purposes of this Agreement, each amount to be paid or benefit to be provided shall be construed as a separate identified payment for purposes of Section 409A. It is intended that this Agreement shall comply with the provisions of Section 409A so as not to subject Executive to the payment of additional taxes and interest under Section 409A. In furtherance of this intent, the Agreement shall be interpreted, operated, and administered in a manner consistent with these intentions. Amounts reimbursable under this Agreement shall be reimbursed promptly, but in any event no later than by December 31 of the year following the year in which such expenses were incurred. The amount of such expenses eligible for reimbursement in one calendar year shall not affect the amount of expenses eligible for reimbursement in any other calendar year, and Executive's right to reimbursement of any such expenses shall not be subject 2 to liquidation or exchange for any other benefit. The Company makes no representation that any or all of the payments described in this Agreement will be exempt from or comply with Section 409A of the Code. View More

Payment and Benefits. Upon the effectiveness of the terms set forth herein, the Company shall provide Executive with the benefits set forth in Section 4(a) or 4(c) of the Global Power Equipment Group Inc. Executive Severance Plan (the "Plan"), upon the terms, and subject to the conditions, of the Plan.