Separation Benefits Contract Clauses (678)

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... benefit 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 exchange for your signing this Agreement and not revoking your acceptance of this Agreement and your continued compliance with your obligations under this Agreement and the Proprietary Information and Inventions Agreement described in Section 6, below (the "PIIA"), the Company will provide you with the following benefits: a) Continuation of your base salary at an annualized rate of $375,000 (but not your employment) for twelve (12) months after the Effective Date, which base salary shall be... paid to you in accordance with the Company's normal payroll practices; b) A one-time payment of $156,250, which will be paid to you in a lump sum on the first payroll date following the Effective Date; c) Reimbursement of the COBRA premiums to continue coverage under the Company's health plans for you, your spouse, and your eligible dependents for twelve (12) months Exhibit 10.3 after the Effective Date or until such time as you are eligible for health coverage through another employer, whichever comes first; d) Full (i.e., 100%) acceleration, on the Effective Date, of the stock options awarded to you on January 30, 2015, such that all such options will be fully vested and exercisable on and as of the Effective Date; e) Full (i.e., 100%) acceleration, on the Effective Date, of the stock options awarded to you on March 1, 2016, such that all such options will be fully vested and exercisable on and as of the Effective Date; f) Acceleration, on the Effective Date, of fifty percent (50%) of the restricted stock units awarded to you on March 15, 2017, such that such restricted stock units will be vested on and as of the Effective Date, and settled as soon as practicable thereafter; g) An extension of the period following the Effective Date for you to exercise your vested options, (vested as of May 31, 2017) so that they will remain exercisable until May 31, 2018. If no trading windows in which you are pre-cleared to trade (if necessary) are opened within three hundred sixty-five (365) days following the Effective Date, you will be released from any trading restrictions imposed under the Insider Trading Policy, provided that you must at all times refrain from trading if you are in possession of material non-public information. You acknowledge, understand and agree that, as a result of the extension of the time to exercise your options, any portion of any of your options intended to be an "incentive stock option" under Section 422 of the Internal Revenue Code of 1986, as amended (the "Code") will cease to qualify as an incentive stock option (i) on the date you sign this Agreement, for any option with an exercise price less than the fair market value of the Company's common stock on the date you sign this Agreement and (ii) three months after the Effective Date for any option with an exercise price equal to or greater than the fair market value of the Company's common stock on the date you sign this Agreement and, in either case, will be treated as a nonstatutory stock option for U.S. Federal tax purposes thereafter; and h) The Company will reimburse up to $15,000 in legal fees that you incur in connection with this Agreement. Except for your salary through the Effective Date, any accrued but unused vacation, reimbursement of expenses you duly incur prior to the Effective Date, your entitlement to benefits under any Company benefit, stock, equity, and long-term incentive plan which are vested, and any other payments or benefits required to be paid or provided by law, you agree that you will not be entitled to any additional compensation from the Company, including any salary, bonus or incentive compensation, or other remuneration or benefits of any kind (including under your employment agreement with the Company dated as of March 24, 2015 (your "Employment Agreement")) other than as set forth in this Agreement and the Etsy, Inc. Change in Control Severance Plan ("CIC Plan") as set forth below. Exhibit 10.3 You agree that if you violate any of your obligations under this Agreement or the PIIA, you will no longer be entitled to receive any benefits under Sections 2(a) through (h), above. View More

Separation Benefits. As a consequence of the termination of the Executive's employment with the Company without cause on or after the Effective Date, and in accordance with the Severance and Change in Control Agreement and in full discharge of the Company's obligations thereunder, the Company shall pay to the Executive or his heirs or estate, if applicable, subject to the Executive executing this Agreement within the applicable time period and not revoking it, (i) accrued and unused vacation pay, unpaid base salary... and reimbursement due for reasonable and necessary business expenses through Effective Date to be paid within five (5) days after the Effective Date without regard to execution or revocation of this Agreement; (ii) a severance amount (the "Severance Amount") equal to six hundred thirty thousand four hundred seven dollars ($630,407) to be paid out pro-rata over a twelve month period in accordance with normal payroll practices for the Company's senior executive officers commencing on the Company's next regularly scheduled payroll following the Effective Date; (iii) a pro-rata bonus in the amount twenty one thousand seven hundred fifty dollars ($21,750) to be paid on the Company's first payroll date following the Effective Date; and (iv) a lump sum payment of twenty three thousand three hundred eighty five dollars ($23,385) equal to COBRA continuation premiums for the twelve-months following the Effective Date to be paid on the Company's first payroll date following the Effective Date. All outstanding, unvested equity awards issued to Executive shall be cancelled and forfeited as of the Effective Date and all vested equity awards shall be exercisable in accordance with the terms of the governing award agreement and plan. View More

Separation Benefits. In exchange for the mutual covenants set forth in this Agreement, and subject to your compliance with the terms of this Agreement, the Company shall provide you with the following (the "Separation Benefit"), following the Separation Date: (a) Payment of an amount equal to twelve (12) months of your gross monthly base salary, less all applicable federal, state, local and other employment-related deductions, such payments to be made in approximately equal installments on the Company's regularly... scheduled paydays beginning on the first such payday following the Separation Date. (b) In the event that you choose to exercise your right under COBRA1/ to continue your participation in the Company's health insurance plan (which you may do, to the extent permitted by COBRA, regardless of whether you accept this Agreement), the Company shall pay its normal share of the costs for such coverage for a period of twelve (12) months beginning on the Separation Date to the same extent that such insurance is provided to persons then currently employed by the Company. Your co-pay, if any, shall be deducted from your severance payments described in Section 2(a) above or, if no such payments remain to be paid, shall be paid by you directly to the Company pursuant to the terms of the COBRA notice provided to you on your last day of employment. Notwithstanding any other provision of this Agreement, this obligation shall cease on the date you become eligible to receive health insurance benefits through any other employer, and you agree to provide the Company with written notice immediately upon becoming eligible for such benefits. Your acceptance of any payment on your behalf or coverage provided hereunder shall be an express representation to the Company that you have no such eligibility. You acknowledge and agree that the Separation Benefit is not intended to and shall not constitute a severance plan, and shall confer no benefit on anyone other than the parties hereto. You further acknowledge that except for the Separation Benefit, your final wages, and any accrued but unused vacation, which shall be paid to you in accordance with the Company's regular payroll practices and applicable law, you are not now and shall not in the future be entitled to any other compensation from the Company including, without limitation, other wages, commissions, bonuses, vacation pay, holiday pay, paid time off or any other form of compensation or benefit. View More

Separation Benefits. Provided Departing Executive agrees to be bound by the continuing obligations set forth below and executes this Separation Agreement and does not revoke it during the Revocation Period in connection therewith, the Company agrees to provide the Departing Executive with the following payments and benefits (collectively, the "Separation Benefits"): (a) The Company shall pay to the Departing Executive, in a lump-sum, an amount equal to $306,250, less all applicable authorized and required... deductions and withholdings. This amount shall be payable within 14 days after the Effective Date (as defined below). (b) Provided Departing Executive elects to continue his medical care coverage pursuant to the Consolidated Omnibus Budget Reconciliation Act ("COBRA"), the Company will pay the premiums associated with such continued coverage on the first of each month commencing on January 1, 2016 and continuing until the earlier of (i) the date that the Departing Executive becomes covered by the medical plan of a subsequent employer, (ii) the date he is no longer eligible for continued medical coverage pursuant to COBRA, and (iii) September 1, 2016 (inclusive). View More

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... Salary, 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

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 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