Separation Benefits Contract Clauses (291)

Separation Benefits. In exchange for your covenants and releases herein, and provided that this Agreement becomes effective as specified in Section 12 below, the Company will provide you with the following separation benefits (collectively, the "Separation Benefits"), which are equivalent in amount to those described in Section 6.3(a) and (b) of the Employment Agreement between you and the Company effective October 15, 2014 (the "Employment Agreement"). Notwithstanding Section 6.3(c) of the Employment Agreement, the... unvested portion of all Company equity awards granted to you will not accelerate as of the Separation Date as such equity awards shall continue to vest for so long as you continue to provide service to the Company as either a member of the Board or a consultant. Hani Zeini November 12, 2015 Page Two (a) Severance. The Company shall pay you, within thirty (30) days following the Effective Date, a lump sum payment of $871,000, which is equivalent to the sum of (i) twelve (12) months of your base salary as in effect on the Separation Date; and (ii) the annual bonus earned by you in connection with the completion of the fiscal year prior to the Separation Date. (b) Health Care Coverage. Provided further that you timely elect continued coverage under COBRA, the Company shall pay your COBRA premiums to continue your coverage (including coverage for eligible dependents, if applicable) ("COBRA Premiums") through the period (the "COBRA Premium Period") starting on the Separation Date and ending on the earliest to occur of: (i) twelve (12) months following the Separation Date; (ii) the date you become eligible for group health insurance coverage through a new employer; or (iii) the date you cease to be eligible for COBRA continuation coverage for any reason, including plan termination. In the event you become covered under another employer's group health plan or otherwise cease to be eligible for COBRA during the COBRA Premium Period, you must immediately notify the Company of such event. Notwithstanding the foregoing, if the Company determines, in its sole discretion, that it cannot pay the COBRA Premiums without a substantial risk of violating applicable law (including, without limitation, Section 2716 of the Public Health Service Act), the Company shall in lieu thereof provide to you a taxable monthly payment in an amount equal to the monthly COBRA premium that you would be required to pay to continue your group health coverage in effect on the date of your employment termination (which amount shall be based on the premium for the first month of COBRA coverage), which payments shall be made on the last day of each month regardless of whether you elect COBRA continuation coverage and shall end on the earlier of (x) the date upon which you obtain other employment or (y) the last day of the 12th calendar month following the Separation date. (c) Tax Withholding. All compensation described in this Section 3 will be subject to the Company's collection of all applicable federal, state and local income and employment withholding taxes. (d) Final Expense Report. You will have thirty (30) days from the Separation Date to submit a final expense report for business expenses incurred through the Separation Date. Reimbursement for such expenses will be made to you within five (5) days after receipt of the expense report. (e) Post-Service Option Exercise Period. With respect to your outstanding options to purchase common stock of the Company and any options you may be granted as a non-employee director, notwithstanding anything to the contrary in the governing plan or award agreement, you will be permitted to exercise such options until the later of (i) the final day of the post-termination exercise period provided in the relevant option agreement (including any longer period applicable in the case of death or disability, if your service terminates by reason of death or disability); or (ii) March 31, 2017; provided, however, that no option shall be exercisable later than the expiration of the term of such option. (f) Legal Fees. The Company agrees to pay your reasonable legal fees incurred in connection with the negotiation of this Agreement and the Consulting Agreement directly to your counsel promptly upon presentation of a statement(s) of fees actually incurred. Hani Zeini November 12, 2015 Page Three 4. OTHER COMPENSATION AND BENEFITS. Except as expressly provided herein or pursuant to the terms of any plan providing for retirement benefits, including, without limitation, any 401(k) plan, sponsored by the Company for your benefit, you acknowledge and agree that you are not entitled to and will not receive any additional compensation, wages, reimbursement, severance, or benefits from the Company. View More

Separation Benefits. Upon termination of your employment with Gevo, Inc. for any reason, you will receive payment for all unpaid salary and paid time off leave bank accrued & earned as of the date of your termination of employment, and your benefits will be continued under the Company's then existing benefit plans and policies for so long as provided under the terms of such plans and policies and as required by applicable law. You will not be entitled to any other compensation, award or damages with respect to your ...employment or termination. View More

Separation Benefits. In consideration for Your execution of the Release (as provided in Section 4 hereof) and the other promises contained herein, the Company will pay or provide, or cause to be paid or provided, to You the benefits set forth on Appendix A (the "Separation Benefits"). In addition to the Separation Benefits, You will receive the following accrued obligations: (i) payment of Your base salary through the Separation Date; (ii) payment to You, in accordance with the terms of the applicable retirement ben...efit plan of the Company or its affiliates or to the extent required by law, of any benefits to which You have a vested entitlement as of the Separation Date; (iii) payment of any accrued unused vacation; and (iv) payment to You of any approved but not yet reimbursed business expenses incurred in accordance with applicable policies of the Company and its affiliates (collectively, (i) through (iv), the ("Accrued Benefits"). View More

Separation Benefits. In consideration of your signing this Agreement and subject to the limitations, obligations, and other provisions contained in this Agreement, CSI agrees as follows: a.To provide you a consulting agreement for services commencing on the first day following the Separation Date and continuing for 12 months, unless terminated earlier as set forth in such agreement (such period, the "Consulting Period"), under which you will be paid $3,333 per month, provided, however, that in no event shall such co...nsulting services be greater than 16 hours per month (which is less than twenty percent (20%) of the level of services performed by you over the 36-month period ending on the Separation Date). Such agreement is attached as Exhibit A hereto; a.To allow your time-based restricted stock awards to continue to vest through the Consulting Period (provided, that any shares of time-based restricted stock that have not vested as of the end of the Consulting Period will not vest and will be forfeited in accordance with the terms of the applicable award agreements); a.To allow your performance-based restricted stock award granted on August 7, 2017 to continue to vest during the Consulting Period (provided, that the performance criteria for such vesting are met as determined by CSI in accordance with the terms for such restricted stock (in or around August or September 2020 such that, if and to the extent applicable, such shares will vest as of such determination); a.To provide for the pro rata vesting (based on your continued service through the Consulting Period) of your other performance-based shares of restricted stock that were previously granted to you that may vest in accordance with the Restricted Stock Agreement – Performance-Based Vesting relating to such shares; provided, that the performance criteria for such vesting are met as determined by CSI in accordance with the terms for such shares of restricted stock (in or around August or September 2021) such that, if and to the extent applicable, such shares will vest on a pro rata basis as of such determination; and a.Provided you are eligible for and timely elect COBRA coverage, CSI shall pay the monthly COBRA premiums necessary to continue your health, dental and/or life insurance coverage in effect for yourself and your eligible dependents as of the Separation Date until the earliest of (A) the date that is eighteen months after the Separation Date, (B) the expiration of your eligibility or the expiration of your eligible dependents' eligibility, whichever occurs later, for the continuation coverage under COBRA, or (C) the date on which you become eligible, or the date on which your eligible dependents become eligible if later, to participate in another health insurance plan (such period from the Separation Date through the earliest of (A) through (C), the "COBRA Payment Period"). Notwithstanding the foregoing, if CSI determines, in its sole discretion, that its payment of the COBRA premiums would result in a violation of the nondiscrimination rules of Section 105(h)(2) of the Code or any statute or regulation of similar effect (including but not limited to the 2010 Patient Protection and Affordable Care Act, as amended by the 2010 Health Care and Education Reconciliation Act), then in lieu of providing the COBRA premiums, CSI, in its sole discretion, may elect to instead pay you on the first day of each month of the COBRA Payment Period, a fully taxable cash payment equal to the COBRA premiums for that month, subject to applicable tax withholdings (such amount, the "Special Severance Payment"), for the remainder of the COBRA Payment Period. You may, but are not obligated to, use such Special Severance Payment toward the cost of COBRA premiums. If you or your eligible dependents are eligible to participate in another health plan or otherwise cease to be eligible for COBRA during the period provided in this clause, you must immediately notify CSI of such event, and all payments and obligations under this clause shall cease. View More

Separation Benefits. As consideration for the Executive's entering into this Agreement and providing the covenants and release set forth below, and subject to the Executive not revoking this Agreement pursuant to Section 14 below, the Company shall provide the Executive the amounts described below (collectively, the "Separation Benefits"). Notwithstanding the Company's payment obligations below, the Company may be required to delay certain payments for six months after employment concludes because of Code section 40...9A. The Separation Benefits are as follows: 1 a. Salary and Benefit Continuation. (i) For the period from the Resignation Date through the Separation Date,the Company shall continue to pay Executive's base salary. Medical/health insurance, dental insurance and vision insurance as currently provided will continue through December 31, 2019 subject to the terms of this Agreement. (ii) The Company agrees that the Executive may qualify for a cash incentive bonus (referred to as "short term incentive") determined on a pro-rata basis for 2019, with the pro-ration being calculated on the Executive's employment by the Company from January 1, 2019 until the Separation Date. The amount of any such bonus payable to employees' salary grade 45 and higher (which group includes Executive) is based upon specific articulated goals and measurements and is payable at the sole discretion of the Board of Directors of the Company. The Company and Executive understand and agree that payment of any such short term incentive to any individual employee does not require any payment to any other employee, but that if the Company pays any short term incentive to any employee salary grade 51 or higher, that Company will pay the same percentage of the pro rata amount otherwise payable to Executive. (iii) Fleet car. Executive shall be given his current company car. b. Compensation and Additional Benefits. In exchange for a fully executed original of this Separation Agreement and subject to the seven day revocation period under Section 14 herein having expired, Company shall provide the following: (i) Separation Payment. A payment of $305,000.00, net of taxes and deductions, made on the last regularly scheduled Company payroll date for exempt employees in 2019. No benefits shall accrue or be applicable to this payment. View More

Separation Benefits. (a) Separation Benefits. As a consequence of the cessation of the Executive's employment as contemplated herein and in full discharge of the Company's obligations due to the Executive thereunder, the Company shall pay to the Executive or his heirs or estate, if applicable, subject to the Executive executing this Agreement, executing the Release Agreement on or before the Retirement Date and such Release Agreement becoming effective and irrevocable, the following amounts (the "Severance Amounts")...: (i) the Executive's Base Salary for fifteen (15) months following the Retirement Date, payable in accordance with the Company's normal payroll practices; (ii) an amount equal to the product of (A) the Bonus Amount (as defined in the Severance Agreement) and (B) a fraction, the numerator of which is the number of days in the current fiscal year through the Retirement Date (as defined below), and the denominator of which is 365, payable in lump sum; and (iii) a cash payment in lieu of welfare benefit continuation to the Executive and his family for twelve (12) months following the Retirement Date, payable in lump sum. In addition to the foregoing, the Company shall take all necessary action to provide that all of the Executive's accounts under the Company's Amended and Restated Deferred Compensation Program shall be fully vested as of the Retirement Date. Payments relating to the preceding subsections (i) through (iii) shall commence (or be paid in full, with respect to lump sum payments) on the first regular payroll period that follows the Retirement Date. The payments under this Section 2 are subject to applicable withholding and taxes. Additionally, so long as the Executive continues to provide services to the Company until the Retirement Date as contemplated by this Agreement, his outstanding equity awards shall continue to vest and be exercisable following his cessation of employment on the Retirement Date, as if he were "retirement eligible" (as defined under the terms of the applicable equity award agreements), except that his outstanding and unvested Performance Share Units ("PSUs") shall vest based on actual performance, without proration. For the avoidance of doubt, vested stock options shall be exercisable until ninety (90) days after the last scheduled vesting date of all of Executive's outstanding options, or the Expiration Date of the applicable option (as defined in the applicable option grant agreement), whichever is earlier. (b) Termination for Cause. Notwithstanding anything to the contrary herein, if the Executive is terminated by the Company for Cause (as defined in the Severance Agreement), at any time prior to the Retirement Date, then the Executive shall not be entitled to receive any further payments or benefits under this Agreement and the Company shall have no further obligations to the Executive under this Agreement, except to the extent required by law. 2 3. Non-Competition Agreement. Executive agrees to continue to comply with the Employee Intellectual Property Rights and Non-Competition Agreement previously executed and agreed to by Executive (the "Non-Competition Agreement"). View More

Separation Benefits. In addition to the Accrued Obligations, in connection with the Executive's resignation of employment, the Company has agreed to provide the Executive with—subject to the Executive's timely execution, delivery, and non-revocation of this Release, and subject further to the Executive's continued compliance with the obligations described in Sections 11 and 12 of this Release—the following payments and benefits, in each case, in full satisfaction of the Company's obligations to the Executive upon th...e Executive's termination of employment with the Company whether pursuant to the Employment Agreement or otherwise, and subject to the terms and conditions set forth therein: a. $448,000, as a cash severance payment, payable in equal monthly installments over the twelve (12) month period following the Termination Date in accordance with the Company's regular payroll practices, except that the first installment will be paid on the Company's regular payroll on the fifteenth (15th) day following the Termination Date and shall include payment of any amounts that would otherwise be due prior thereto; b. subject to the Executive's timely election, and the availability, of COBRA continuation coverage, a monthly payment on the Executive's behalf for COBRA continuation coverage for twelve (12) months following the Termination Date, equal to $22,424.26 in the aggregate, in satisfaction of the Company's obligation under Section 6(b)(ii) of the Employment Agreement for COBRA Assistance, except that the first installment will be paid on the Executive's behalf on the fifteenth (15th) day following the Termination Date and shall include payment of any amounts that would otherwise be due prior thereto, and provided further, however, that if at any time the Company determines that the COBRA Assistance would result in a violation of the non-discrimination rules under Code Section 105(h)(2) or any other applicable laws, statute, or regulation of similar effect (including, but not limited to, the 2010 Patient Protection and Affordable Care Act, as amended), then in lieu of providing the COBRA Assistance, the Company will instead pay the Executive fully taxable cash payments equal to, and paid at the same time as, the COBRA Assistance that would have otherwise been paid. 1 c. $184,800, in respect of the Executive's Annual Bonus for the year of termination, pro-rated based on the number of full calendar months through the Termination Date, based on actual performance through the Termination Date (which the Executive and the Company hereby agree results in achievement at 90% of the Executive's target award), payable on the Company's regular payroll on the on the fifteenth (15th) day following the Termination Date. Without limiting the generality of anything contained in this Release, the Executive expressly agrees and acknowledges that all of the Executive's outstanding stock option awards shall be subject to the terms and conditions of the applicable plan document and stock option award agreements. View More

Separation Benefits. If Executive signs, complies with and does not revoke this Agreement as provided by Section 9 below, the Company will provide Executive with the following payments and benefits (collectively, the "Separation Benefits"): (a) The Company will continue to pay Executive her Base Salary as in effect immediately prior to the Termination Date, minus applicable withholdings required by law or authorized by Executive, for a period of twelve (12) months. The first payment will be made on the first payroll... period after the thirtieth (30th) day following the Termination Date and will include Base Salary for the period from the Termination Date through the payment date. The remaining installments will be paid over time in accordance with the Company's normal payroll practices for its employees. (b) During employment, Executive received five different grants of options to purchase shares of the Company's common stock, as detailed in Exhibit A (individually, a "Stock Option Grant," and collectively, the "Stock Option Grants"). Conditioned on Executive's execution and non-revocation of this Agreement, effective as of the Termination Date, all of the unvested shares of the Stock Option Grants shall immediately vest and become exercisable. Executive will have until the expire or cancel date of each Stock Option Grant, as detailed in Exhibit A, to exercise her unexercised vested Stock Options; thereafter, any unexercised Stock Options will be cancelled. (c) Conditioned on Executive's eligibility for and timely election to continue her health insurance benefits under COBRA after the Termination Date, the Company will pay Executive's applicable COBRA premiums for the lesser of twelve (12) months following the Termination Date or until Executive becomes eligible for substantially equivalent insurance benefits from another employer; provided, however, the Company has the right to terminate such payment of COBRA premium reimbursement to Executive and instead pay Executive a lump sum amount equal to the applicable COBRA premium multiplied by the number of months remaining in the specified period if the Company determines in its discretion that continued payment of the COBRA premiums is or may be discriminatory under Section 105(h) of the Internal Revenue Code. (d) Conditioned on Executive's execution and non-revocation of this Agreement, the Company will waive the covenant not to compete contained in Section 8(b) of the Employment Agreement. All of the remaining restrictive covenants contained in the Employment Agreement (the "Surviving Covenants") shall remain in full force and effect in accordance with their terms and compliance with them is a condition to receiving the Separation Benefits. Executive will not be entitled to receive the Separation Benefits described above unless: (i) she signs this Agreement and returns it to the Company within twenty-one (21) days after she receives it, and (ii) the Revocation Period described in Section 9 has expired without Executive's revocation. View More

Separation Benefits. In consideration for your signing and not timely revoking this Release, you will be entitled to the following benefit (the "Separation Benefit"): a. a lump sum cash payment of $701,250 (representing the severance payment pursuant to Section 12 of your Employment Agreement, dated July 11, 2016 (the "Employment Agreement", a copy of which is attached as Exhibit A")), to be paid on Cogentix's first regularly scheduled payroll date following the Release Effective Date.

Separation Benefits. If the Employee incurs a Qualifying Termination, the benefits to which the Employee shall be entitled shall be determined as follows: 4.1 Prior to Change in Control. If the Qualifying Termination occurs prior to a Change in Control, and the Employee executes the Release in accordance with Section 4.4 below, the Company shall: (a) Pay to Employee on the sixtieth (60th) day following the Date of Termination a lump-sum severance payment equal to one (1.0) times the sum of: (i) the Employee's Base S...alary, plus (ii) the Annual Bonus Amount. (b) In addition, provided Employee timely elects continuation coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended ("COBRA"), the Company shall pay for twelve (12) months following the Date of Termination (or such shorter period as Employee is entitled to COBRA continuation coverage under the terms of the Company's insurance policies or plans), the premiums for the coverage elected by Employee. 4.2 On or After a Change in Control. If the Qualifying Termination occurs on or within twelve (12) months following a Change in Control, and the Employee executes the Release in accordance with Section 4.4 below, the Company shall: (a) Pay to Employee on the sixtieth (60th) day following the Date of Termination a lump-sum severance payment equal to one and one-eigth (1.125) times the sum of: (i) the Employee's Base Salary, plus (ii) the Annual Bonus Amount. (b) In addition, provided Employee timely elects continuation coverage under COBRA, the Company shall pay for eighteen (18) months following the Date of Termination (or such shorter period as Employee is entitled to COBRA continuation coverage under the terms of the Company's insurance policies or plans), the premiums for the coverage elected by Employee. 4.3 Additional Benefits. Nothing in this Agreement shall be deemed to relieve the Company of its obligations under applicable law to pay Employee all salary and other compensation accrued as of the Date of Termination, to reimburse Employee for any business expenses properly incurred by Employee and reimbursable under the Company's expense reimbursement policies in effect from time to time, and to otherwise provide Employee with any benefits to which Employee may be due under the terms and conditions of any employee benefit plans sponsored by the Company. 4.4 Release. As a condition precedent to the payment by the Company of the amounts set forth under the Section 4.1 or 4.2, as applicable, the Employee must execute a release in substantially the form attached hereto as Exhibit A (the "Release") within forty-five (45) days following the Date of Termination and not revoke such Release within the subsequent seven (7) day revocation period (if applicable). 5. Section 280G. Notwithstanding any other provision of this Agreement, in the event that it shall be determined that the aggregate payments or distributions by the Company to or for the benefit of Employee, whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise (the "Payments"), constitute "excess parachute payments" (as such term is defined under Section 280G of the Code or any successor provision, and the regulations promulgated thereunder (collectively, "Section 280G")) that would be subject to the excise tax imposed by Section 4999 of the Code or any successor provision (collectively, "Section 4999") or any interest or penalties with respect to such excise tax (the total excise tax, together with any interest and penalties, are hereinafter collectively referred to as the "Excise Tax")), then the Payments shall be either (a) delivered in full, or (b) delivered to such lesser extent that would result in no portion of the Payments being subject to the Excise Tax, whichever of the foregoing amounts, taking into account the applicable federal, state or local income and employment taxes and the Excise Tax, results in the receipt by Employee, on an after-tax basis, of the greatest amount of benefits, notwithstanding that all or some portion of such benefits may be subject to the Excise Tax. In the event that the Payments are to be reduced pursuant to this Section 5, such Payments shall be reduced such that the reduction of compensation to be provided to Employee as a result of this Section 5 is minimized. In applying this principle, the reduction shall be made in a manner consistent with the requirements of Section 409A and where two economically equivalent amounts are subject to reduction but payable at different times, such amounts shall be reduced on a pro rata basis (but not below zero). All calculations required pursuant to this Section 13 shall be performed in good faith by nationally recognized registered public accountants or tax counsel selected by the Company. View More