Separation Pay and Benefits Contract Clauses (31)

Separation Pay and Benefits. Specifically in consideration of your signing this Agreement and subject to the limitations, obligations, and other provisions contained in this Agreement, CSI agrees to the following as set forth in and subject to the Severance Plan: a. To pay you eighteen (18) months of Salary and Wage Continuation Benefits based on your ending Base Salary, in the gross amount of Five-Hundred Sixteen Thousand Four-Hundred Thirty-Eight and 00/100 Dollars ($516,438), less applicable deductions and withholding, t...o be paid to you in substantially equal installments with the first such payment to be made to you on the sixtieth (60th) day following your Separation Date, provided the rescission periods described in Section 5 have expired without rescission, and continuing thereafter on CSI's regular payday schedule. The first payment will include "catch-up" pay for the period between your Separation Date and the first payment date. If the Salary and Wage Continuation Benefits under the Severance Plan in effect at the time this Agreement is entered into are reduced, cancelled or otherwise altered in such a way as to negatively impact the amount and/or length of payments set forth herein, such change will not apply to you and the terms of this Agreement will control. b. To pay you a pro rata bonus under the Fiscal Year 2016 bonus plan in which you participated, prorated for your period of employment during such bonus period (July 1, 2015 through the Separation Date). Bonuses under such plan will be calculated following the close of Fiscal Year 2016 and, if any bonus is owing to you hereunder, such bonus will be paid to you by December 1, 2016. c. To provide you with a six-month outplacement services package through Pathfinder free of charge as more fully set forth in an attachment hereto. Your use of such services must commence no later than July 1, 2016 and end no later than December 31, 2016. d. To accelerate the vesting of 7,996 of your time vested shares of restricted stock that were previously granted to you that would have vested within the 12 month period following the Separation Date had you remained employed by CSI during such period, such that they are deemed fully vested as of the expiration of the rescission periods described in Section 5 below without rescission by you; e. To provide for the vesting of up to 30,624 of your performance based shares of restricted stock that were previously granted to you that would have otherwise become vested during the 12 month period following the Separation Date had you remained employed by CSI during such period, provided 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 2016) such that, if and to the extent applicable, such shares will vest as of such determination; f. Permit any of your outstanding stock options as of the Separation Date to remain exercisable through the award expiration date; and g. In the event of your death prior to the end of Salary and Wage Continuation Benefits, retiree health benefits and any other benefit provided to you under this Agreement, your beneficiary or beneficiaries, as you designate in writing to the Company or in the absence of such designation to the surviving spouse, or if there is no surviving spouse, then the executor, administrator or other personal representative of your Estate will be entitled to receive (i) any unpaid Salary and Wage Continuation Benefits as set forth in paragraph 2(a), above; (ii) any unpaid bonus or other payments as set forth in paragraph 2(b), above; and (iii) all other payments, benefits or fringe benefits to which you shall be entitled under the terms of this Agreement, as set forth in paragraphs 1 and 2(d) – (f), above, to the full extent permitted by law. View More

Separation Pay and Benefits. Specifically in consideration of your signing this Agreement and subject to the limitations, obligations, and other provisions contained in this Agreement, Silver Bay agrees as follows: a. To pay you one (1) year's base salary severance, in the amount of $250,000.00, less applicable payroll taxes, deductions, and withholding, to be paid in a lump sum on the first payroll cycle immediately following the 60th day after the Separation Date, provided that you have duly executed and delivered to Silv...er Bay this Agreement and the Agreement has not been rescinded (in whole or in part) and has become irrevocable on or before the 60th day. The payments described in Sections 2.a. and 2.b. will be considered timely if placed in the U.S. Mail, postage prepaid, and postmarked on the date payment is due. If the date payment would be due falls on a weekend or holiday, payment will be considered timely if it is placed in the U.S. Mail, postage prepaid, on the next business day following the weekend or holiday. b. To pay you a Pro-Rated Bonus for the current fiscal year in the amount of $168,287.67, less applicable payroll taxes, deductions, and withholding, to be paid in a lump sum on the first payroll cycle immediately following the 60th day after the Separation Date, provided that you have duly executed and delivered to Silver Bay this Agreement and the Agreement has not been rescinded (in whole or in part) and has become irrevocable on or before the 60th day. c. If you elect pursuant to COBRA to continue to participate in Silver Bay's group health insurance plan, to reimburse you for the ordinary employer share of the premiums (equal to the ordinary employer share paid on behalf of similarly-situated active employees) for coverage under Silver Bay's group health insurance plan for up to a maximum of 18 continuous months immediately following the Separation Date. You will continue to be responsible to pay the full premiums and comply with Silver Bay's expense reimbursement policies to obtain reimbursement under this section. Silver Bay will discontinue payments under this Section 2.d. before the end of the 18-month period if, and at such time as, you (i) are covered under a group health insurance plan that provides substantially equivalent health insurance coverage through a new employer or self-employment, or (ii) cease to participate, for whatever reason, in Silver Bay's group health insurance plan. You agree to promptly provide Silver Bay notice if you become covered under the group health insurance plan of a new employer or through self-employment. The payments described in this section will be subject to payroll taxes, deductions, and withholding, and such additional taxes to the extent necessary to avoid adverse consequences to you or Silver Bay (or any related entity) under either Code Section 105(h) or the Patient Protection and Affordable Care Act of 2010. Silver Bay has the right to modify or terminate its group insurance plans at any time and you will have the same right to participate in Silver Bay's group insurance plans only as is provided on an equivalent basis to Silver Bay's employees. The COBRA period for continuation of your insurance coverage under Silver Bay's group plans will begin on the date set forth in Section 1.d. above. View More

Separation Pay and Benefits. Notwithstanding Executive's separation with the Company, and conditioned upon (i) this Agreement having become irrevocable after the expiration of the Revocation Period (as provided herein), (ii) Executive's compliance with this Agreement, (iii) Executive's execution of the general release of claims set forth on Exhibit A hereto (the "Supplemental Release") on the Separation Date, and (iv) the Supplemental Release having become effective and irrevocable after the expiration of the Revocation Per...iod (as provided in the Supplemental Release), the Company shall provide Executive with the following (which payments and benefits Executive would not otherwise be entitled to receive): (a) a lump sum cash payment in an amount equal to the unpaid portion, as of the Separation Date, of the $750,000 fiscal year 2016 guaranteed minimum annual incentive award, payable within thirty (30) days after the Separation Date; (b) a lump sum cash payment in an amount equal to $50,000, which represents a pro rata portion of the annual cash incentive award in excess of $750,000 that Executive would have received for the 2016 fiscal year (based on the Company's actual performance through the Agreement Date and the number of days of Executive's actual service to the Company during such fiscal year prior to the Agreement Date), payable within thirty (30) days after the Separation Date; (c) an amount in cash equal, in the aggregate, to twelve (12) months of Executive's annual base salary as of the Agreement Date, to be paid in equal monthly installments over a period of twelve (12) months after the Separation Date (the "Severance Period"); 1 (d) for up to eighteen (18) months after the Separation Date, to the extent Executive and/or Executive's covered dependent(s) continue to participate in the Company's group health plan(s) pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985 ("COBRA") after the Separation Date and to the extent permitted by applicable law, the Company will provide reimbursement of COBRA coverage premiums paid by Executive and Executive's covered dependent(s) so that Executive and Executive's covered dependent(s) enjoy coverage at the same benefit level and to the same extent and for the same effective contribution, if any, as participation is available to other executive officers of the Company; and (e) immediate accelerated vesting, as of the Separation Date, of 100% of the then unvested portion of the 43,970 time-based restricted stock units granted to Executive on May 4, 2015 in connection with the commencement of his employment with the Company. Executive and the Company further agree that effective as of the Agreement Date, Executive hereby forfeits and releases the Company from any claim to the Performance Shares described in the Letter Agreement, which the parties acknowledge have not been granted as of the Agreement Date and will not be granted in the future. Executive and the Company also agree that effective as of the Agreement Date, the Company hereby forfeits and releases Executive from any claim to reimbursement of the Sign On Award provided for in the Letter Agreement which the parties acknowledge that Executive has no current or future obligation to the Company to repay any amount of said Award. View More

Separation Pay and Benefits. In full consideration of EMPLOYEE signing, returning, and not revoking this Agreement within the time periods specified below in Section 21, CUBIC will provide EMPLOYEE with the following separation benefits to which employee is not otherwise entitled: a. Separation Pay. CUBIC will pay EMPLOYEE separation pay in the total gross amount of twelve (12) months of his current base salary ("Separation Pay"). The Separation Pay will be paid to EMPLOYEE in equal bi-weekly amounts over a twelve (12) mont...h period following his Separation Date, in accordance with CUBIC's regular payroll dates and practices. Payments will begin on the first regular CUBIC pay day after the Effective Date of this Agreement, as defined in Section 21. All Separation Pay will be subject to required tax withholdings. b.Insurance Benefit. If EMPLOYEE timely elects to continue EMPLOYEE's insurance benefits under the provisions of COBRA subsequent to his Separation Date, CUBIC will pay EMPLOYEE's COBRA premiums for twelve (12) months following EMPLOYEE's Separation Date, subject to any group coverage changes. After twelve (12) months' time, EMPLOYEE will be responsible for any COBRA premiums necessary to provide medical and dental coverage. The "COBRA qualifying event" will be EMPLOYEE's separation from CUBIC. COBRA election materials and forms will be provided to EMPLOYEE separately. EMPLOYEE must sign and return these forms in a timely manner to be eligible for the foregoing COBRA benefits. John D. Thomas July 11, 2017 9 c.Stock Units. Pursuant to the Cubic Corporation 2005 Equity Incentive Plan and the Cubic Corporation 2015 Incentive Award Plan EMPLOYEE has been granted restricted stock units ("RSUs") pursuant to those certain Restricted Stock Unit Award Grant Notices and Restricted Stock Unit Award Agreements (each, an "RSU Agreement"). EMPLOYEE will retain only those RSUs and PRSUs that vest in accordance with their terms on or before EMPLOYEE's Separation Date and any unvested RSUs and PRSUs shall terminate. d.Management Annual Incentive Plan. EMPLOYEE will remain eligible for a FY18 bonus based on the established company and personal performance metrics in the applicable Management Annual Incentive Plan. The personal performance metric for EMPLOYEE shall be set at 100%. Such bonus will be calculated and paid in the normal course of CUBIC's administration of the Management Annual Incentive Plan, but in no event later than March 15, 2019. e.Transition Protection Plan. EMPLOYEE's rights under the Cubic Transition Protection Plan shall terminate upon his Separation Date. If EMPLOYEE becomes entitled to severance benefits under the Cubic Transition Protection Plan prior to his Separation Date, CUBIC shall have no obligation to provide EMPLOYEE with any of the separation pay or benefits described in this Agreement. EMPLOYEE's rights to participate in the Cubic Transition Protection Plan shall supersede and replace any rights EMPLOYEE may have to Separation Pay or Benefits under this Agreement. EMPLOYEE agrees that the above Separation Pay and Benefits constitute adequate consideration for all terms and conditions contained in this Agreement, including but not limited to the full and final satisfaction of any and all claims of any nature and kind whatsoever that EMPLOYEE ever had, now has or may have against CUBIC and all other persons and entities released herein, arising through the date of this Agreement, including but not limited to any claims relating in any way to CUBIC's employment of EMPLOYEE or the separation of EMPLOYEE's employment. EMPLOYEE agrees that the above separation pay and benefits supersede and replace any severance pay or benefits that EMPLOYEE would otherwise be eligible for under the provisions of Cubic Corporation's Severance Policy. View More