Separation Payments Contract Clauses (83)

Separation Payments. The Company and Executive hereby agree that, contingent upon Executive's execution and non-revocation of and compliance with this Agreement, including the releases and covenants that form a material part of this Agreement, which Agreement shall have become effective and irrevocable on the seventh (7th) day following the date Executive executes this Agreement (the "Release Effective Date"), and, contingent upon this Agreement becoming so effective, the Company shall provide to Executive the follo...wing payments, which are consistent with Section 8(c) of the Employment Agreement ("Involuntary Termination in Connection with a Change in Control"): (a)An amount equal to $811,500, which represents eighteen (18) months of Executive's base salary at the rate in effect as of the Separation Date. Such payment shall be paid in substantially equal installments on the Company's regular payroll schedule and subject to standard deductions and withholdings over the eighteen (18) month period following the Separation Date (the "Severance Period"). The first payment with respect to the amounts set forth above in this1 Section 2(a) shall occur within seven (7) business days following the Release Effective Date and shall include any salary continuation payments that Executive would have received on or prior to the Release Effective Date but for the delay that occurs while waiting for this Agreement to become effective and irrevocable. (b)An additional amount equal to $541,000 which represents 200% of Executive's 2020 bonus target. Such amount shall be paid in lump sum within seven (7) business days following the Release Effective Date. (c)Accelerated vesting of 90,383 stock options, which Executive acknowledges and agrees represents all of the stock options granted to Executive prior to the Separation Date that are unvested and outstanding as of the Separation Date. Such stock options, as well as all stock options that are otherwise vested and outstanding as of the Separation Date, shall remain outstanding and exercisable in accordance with the terms of the Company's 2016 Equity Incentive Plan and the applicable stock option agreement. (d)Subject to Executive's eligibility and timely election to continue health insurance coverage under the Company's group health plans under the Consolidated Omnibus Budget Reconciliation Act of 1985 or the state equivalent ("COBRA") following the Separation Date, the Company shall pay the COBRA group health insurance premiums for Executive and Executive's eligible dependents until the earliest of (i) the close of the Severance Period, (ii) the expiration of Executive's eligibility for the continuation coverage under COBRA, or (iii) the date when Executive becomes eligible for substantially equivalent health insurance coverage in connection with new employment or self-employment. Such payment shall be paid in substantially equal installments on the Company's regular payroll schedule and subject to standard deductions and withholdings during the Severance Period. View More

Separation Payments. On the first payday that occurs after the date which is ten (10) days after the date on which this Agreement becomes effective and no longer revocable ("the Initial Payment Date"), COMPANY agrees to begin to pay and EMPLOYEE agrees to accept separation payments in the gross amount of $130,154.00 ("Separation Payments"), as set forth below. All Separation Payments shall be subject to deductions and applicable withholding, including federal and state income taxes, Medicare and FICA amounts, and EM...PLOYEE'S portion of healthcare premiums during the severance period. The Separation Payments consist of: 1) EMPLOYEE'S base salary for a period of six (6) months in the gross amount of $90,000.00 (which shall be paid over a six-month period in accordance with the COMPANY's typical payroll schedule); and 2) a single lump-sum payment in the gross amount of $40,154.00 (in lieu of EMPLOYEE's 2015 bonus payment) which shall be paid, subject to withholdings, on the Initial Payment Date. In addition, the Company shall pay the employer portion of EMPLOYEE's health care costs for a period of six (6) months through COBRA, if EMPLOYEE elects COBRA coverage. EMPLOYEE acknowledges that the Separation Payments are more than that to which he is legally entitled. View More

Separation Payments. As good and valuable consideration for the Employee's execution, delivery and non-revocation of this Agreement, the Employer shall, subject to the effectiveness of this Agreement, pay or deliver, as applicable, to the Employee:(i)One Million Fifty Thousand Dollars ($1,050,000), less legally required payroll deductions, which amount shall be paid in thirty nine (39) equal bi-weekly installments commencing with the first pay period following the Effective Date (as defined in Paragraph 6(c) below) ...and subject to the terms contained herein. The Employee agrees that the Employee shall immediately notify the Employer (Attention: General Counsel) of the Employee's commencement of other employment or engagement, whether as an employee, consultant, independent contractor or otherwise, whether with another entity, person or other third party or on her own behalf (collectively, an "Other Engagement"). Upon commencement of an Other Engagement, the Employer's payment obligations and the Employee's entitlement to salary continuation pursuant to this Paragraph 2(i) shall automatically and unconditionally be reduced by the amount of salary and other like annual remuneration the Employee receives or accrues from such Other Engagement during the eighteen (18) month severance period. It is understood and agreed that any amounts the Employee receives as unemployment insurance payments from applicable governmental authorities do not constitute offsetting payment amounts contemplated by the preceding sentence (nothing herein addresses the Employee's eligibility to receive unemployment insurance payments). In the event the Company makes any payment to the Employee following her commencement of an Other Engagement in excess of the amount calculated in accordance with the prior sentence, the Employee agrees to immediately repay any and all such excess amounts to the Employer; and(ii)One Million Eight Hundred Fifty Thousand Dollars ($1,850,000), less legally required payroll deductions, which amount shall be paid in a lump sum within ten (10) business days after the Effective Date.3. Benefits. As good and valuable consideration for the Employee's execution, delivery, and non-revocation of this Agreement, the Employer also shall, subject to the effectiveness of this Agreement, waive the Employee's premium costs for continued health and/or dental coverage under the Company's group health plan(s) pursuant to the provisions of the Consolidated Omnibus Budget Reconciliation Act of 1985 (COBRA) for a period ending on the earlier to occur of the of eighteenth (18th) month anniversary of the Effective Date and the date the Employee commences employment -1-with another entity or third party that offers health benefits or otherwise becomes entitled to health benefits, provided, that the Employee timely elects such COBRA coverage in accordance with the requirements of such plan(s). Thereafter, should the Employee desire to continue COBRA coverage, the Employee shall be responsible for the full applicable COBRA premium costs. View More

Separation Payments. Without admission of any liability, fact or claim, the Company hereby agrees, subject to the timely execution of this Agreement without revocation, and Executive's performance of his continuing obligations pursuant to this Agreement, the Consulting Agreement attached as Exhibit A hereto (the "Consulting Agreement"), the Employment Confidential Information, Invention Assignment and Arbitration Agreement attached hereto as Exhibit B (the "Confidentiality Agreement"), and any other material agreeme...nt between Executive and the Company, to provide Executive the separation payments and other benefits set forth below. Specifically, the Company and Executive agree as follows: (a) Initial Separation Payment; Executive Attorney's Fees. Within five (5) business days of the Effective Date, the Company shall tender checks in the aggregate amount of $500,000 (five hundred thousand dollars) to Executive and his attorneys, McGuinn, Hillsman & Palefsky, as follows: (i) A check in the amount of $150,000 (one hundred fifty-thousand dollars) payable to McGuinn, Hillsman & Palefsky, and reported to the relevant taxing authorities on Forms 1099 issued to McGuinn, Hillsman & Palefsky and to Executive; and (ii) A check in the amount of $350,000 (three hundred fifty-thousand dollars), less applicable tax withholding, payable to Executive. (b) Subsequent Separation Payments. Provided that he complies with his obligations as set forth in this Agreement and the Confidentiality Agreement, Executive shall receive additional separation payments aggregating $440,000 (four hundred forty thousand dollars), less applicable tax withholding, to be paid in arrears on a monthly pro-rata basis beginning January 31, 2013 and ending December 31, 2013. For the avoidance of doubt, the payments to be made pursuant to this Section 1(b) are not subject to forfeiture or reduction solely by reason of any breach of Executive of his obligations under the Consulting Agreement. 1 (c) Consulting Agreement and Consulting Payments. Provided that he complies with his obligations as set forth in this Agreement, the Confidentiality Agreement, and the Consulting Agreement Executive shall receive consulting payments aggregating $60,000 (sixty thousand dollars), less applicable tax withholding, to be paid in arrears on a monthly basis beginning January 31, 2013 and ending December 31, 2013. (d) Taxes. Executive understands and agrees that all payments under this Agreement will be subject to appropriate tax withholding and other deductions. To the extent any taxes may be payable by Executive for the benefits provided to him by this Agreement beyond those withheld by the Company, Executive agrees to pay them himself and to indemnify and hold the Company and the other entities released herein harmless for any tax claims or penalties, and associated attorneys' fees and costs, resulting from any failure by him to make required payments. To the extent that any reimbursements payable pursuant to this Agreement are subject to the provisions of Section 409A of the Internal Revenue Code of 1986, as amended (the "Code"), such reimbursements shall be paid to Executive no later than December 31 of the year following the year in which the expense was incurred, the amount of expenses reimbursed in one year shall not affect the amount eligible for reimbursement in any subsequent year, and Executive's right to reimbursement under this Agreement will not be subject to liquidation or exchange for another benefit. (e) Sole Separation Benefit. Executive acknowledges and agrees that the payments referenced in this Section 1 fully satisfy Executive's rights under the Employment Agreements, and constitute adequate and valuable consideration, in and of themselves, for the promises contained in this Agreement. View More