Severance Pay and Benefits Contract Clauses (55)

Severance Pay and Benefits. Subject to the terms and conditions set forth in this Agreement, if Executive's employment is terminated under Section 2(b) or by non-renewal of this Agreement, then the Company will provide Executive with the following severance pay and benefits (except in the event of a breach of the Release, as defined below); provided, for purposes of Section 409A, each payment of severance pay under this Section 4 shall be considered a separate payment: (a) Amount of Post-Employment Base Salary. The Company... shall pay to Executive an amount equal to 24 months (the "Severance Period") of base salary at the rate in effect on the date of Executive's separation from service (the "Termination Date"). Subject to Sections 4(d) and 21, such amount shall be paid in accordance with the Company's regular payroll procedures for similarly situated executives commencing on the Termination Date. (b) Amount of Post-Employment Bonus. The Company shall pay to Executive an amount equal to the product of 1.5 times the amount of the average of the last two full years bonuses paid to Executive based on the actual performance of the Company. Such amount shall be paid on the date such next bonus is paid to similarly situated executives after the Termination Date. (c) Continued Medical Benefits Coverage. During the Severance Period, Executive and his dependents will have the opportunity under the provisions of the Consolidated Omnibus Budget Reconciliation Act of 1986, as amended ("COBRA") to elect COBRA continuation coverage. If elected in a timely manner, the Company shall reimburse Executive for the full cost of purchasing COBRA coverage until the end of the Severance Period (or until such earlier date as Executive and his dependents cease to receive COBRA coverage). (d) Release Agreement. Executive's entitlement to any severance pay and benefit entitlements under this Section 4 is conditioned upon Executive's first entering into a release substantially in the form attached as Exhibit A ("Release"), a draft of which shall be delivered to Executive within 7 days after the Termination Date. Notwithstanding any other provision hereof, all payments to Executive shall be delayed until after the expiration of any applicable revocation period with respect to the release, but in the event the applicable revocation period spans two calendar years, the payments shall commence in the second calendar year. In no event 2 shall any payment be made later than March 15 of the calendar year following the year in which such payment vests. Executive also acknowledges that any severance pay under this Section 4 is subject to the Company's then-current Executive Incentive Compensation Recoupment Policy. View More

Severance Pay and Benefits. The Company and Executive acknowledge and agree that the following constitutes the severance pay and benefits to which Executive is entitled under Section 4(a) of the Employment Agreement (in addition to the Accrued Benefits and the payments described in paragraph 2 of this Release), subject to Executive's timely execution, delivery, and nonrevocation of this Release: Employment Agreement Section Payment or Benefit Amount or Description Payment or Benefit Date 4(a)(ii) 2020 Target Bonus Payment ...$880,000.00 On or before November 16, 2020 4(a)(iii) Cash Severance $1,750,000.00 On or before November 16, 2020 4(a)(iv) Continued Equity Vesting Time-based equity awards vest in full; performance-based equity awards (copies of which shall be provided by the Company within 10 days following Executive's execution of this Release) eligible to vest in accordance with their terms Time-based awards vest as of the Termination Date; potential vesting dates for performance-based awards governed by Section 4(a)(iv) of the Employment Agreement and applicable award documentation In addition, the Company and Executive acknowledge and agree that any Company stock ownership requirements applicable to Executive shall cease to apply. For the avoidance of doubt, there shall be no restrictions after the Termination Date on Executive's ability to pledge Company stock held by Executive (or sell such stock), and the Company shall reasonably cooperate with Executive to timely respond to any requests from third parties to confirm the foregoing. View More

Severance Pay and Benefits. In consideration of your service to the Company and the waiver and release of claims set forth below, the Company shall provide you with the following: (a) immediate vesting of 83,916 of your restricted shares as of the Effective Date under the Company's current stock option plan; and (b) the right to exercise your vested stock options as of the Effective Date in accordance with the Company's current stock option plan. Except as otherwise specifically provided herein or as required by applicable... law, you shall not be entitled to any compensation or benefits or to participate in any past, present or future benefit programs or arrangements of the Company (including, without limitation, any compensation or benefits under any severance plan, program or arrangement) on or after the Effective Date. 1 This Agreement is intended to comply with Section 409A of the Internal Revenue Code of 1986, as amended (Section 409A) or an exemption thereunder and shall be construed and administered in accordance with Section 409A. Notwithstanding any other provision of this Agreement, payments provided under this Agreement may only be made upon an event and in a manner that complies with Section 409A or an applicable exemption. Any payments under this Agreement that may be excluded from Section 409A either as separation pay due to an involuntary separation from service or as a short-term deferral shall be excluded from Section 409A to the maximum extent possible. For purposes of Section 409A, each installment payment provided under this Agreement shall be treated as a separate payment. Any payments to be made under this Agreement upon a termination of employment shall only be made upon a "separation from service" under Section 409A. Notwithstanding the foregoing, the Employer makes no representations that the payments and benefits provided under this Agreement comply with Section 409A and in no event shall the Employer be liable for all or any portion of any taxes, penalties, interest or other expenses that may be incurred by the Employee on account of non-compliance with Section 409A. View More

Severance Pay and Benefits. In consideration of Executive's execution of this Agreement, including without limitation her agreement to fully abide by the terms and conditions of this Agreement, her release of claims as provided for in Section 7 herein, and her having returned all property of the Company as provided for in Section 8, and further provided that Executive has not revoked her acceptance of this Agreement as provided for in Section 20, the Company agrees to provide to Executive the following: a. Severance Pay. T...he Company will pay Executive her current base salary for a period of six (6) months (the "Severance Period"), totaling in the aggregate $156,979.50, less required payroll withholdings and authorized deductions ("Severance Pay"). The payment of the Severance Pay shall commence on the Company's first payday following the expiration of the seven (7) day revocation period provided for in Section 20 herein. b. Health Insurance. Provided that Executive has elected to continue coverage under the Company's group health plan(s) for herself and her covered beneficiaries pursuant to the provisions of the Consolidated Omnibus Budget Reconciliation Act ("COBRA") and to the extent of Executive's COBRA election, the COBRA premium that Executive is required to pay during the Severance Period shall be equal to the premium amount that active employees of the Company are required to pay during this same period for the same level of group health coverage. The Company shall deduct Executive's share of the health insurance premium from Executive's Severance Pay. Following the expiration of the Severance Period, Executive may continue COBRA coverage for herself and her covered beneficiaries under the Company's health plans for the remaining COBRA coverage period at her sole cost and at the full COBRA premium rate. c. Stock Options. The stock options currently held by the Executive will not terminate until the end of the Severance Period (after which time all unexercised Stock Options will expire), provided however that in the event Executive breaches any term of this Agreement or the Confidentiality and Non-Solicitation Agreement as defined below, the Stock Options shall immediately terminate upon such breach. View More

Severance Pay and Benefits. Executive's termination of employment is by mutual agreement of the parties and shall be treated as a Termination without Cause pursuant to Section 4.3 of the Employment Agreement. Subject to Executive's compliance with the terms of this Agreement, Executive shall receive: (a) All Accrued Amounts pursuant to Section 4.5.1 of the Employment Agreement. (b) The other payments and benefits set forth in Section 4.5.1 of the Employment Agreement, which are described and shall be paid or provided in ac...cordance with the terms of Schedule 1 attached to this Agreement. In consideration of the consulting agreement being entered into concurrently with this Agreement (the "Consulting Agreement"), the equity vesting in Schedule 1 includes three additional months. (c) Reimbursement of reasonable professional fees incurred by Executive in regard to his separation from Company, subject to a maximum of $25,000, to be paid (i) within fourteen (14) days after Company receives documentation of such expenses and (ii) in accordance with the last paragraph of Section 9.14 of the Employment Agreement. (d) All expenses incurred by Executive prior to the Termination Date that are reimbursable pursuant to Section 3.4 of the Employment Agreement. Such expenses shall be paid (i) within fourteen (14) days after Company receives documentation of such expenses and (ii) in accordance with the last paragraph of Section 9.14 of the Employment Agreement. (e) Payment of Executive's 2012 personal office expense allowance, payable in accordance with Section 3.3.4 of the Employment Agreement. Such allowance shall be paid in accordance with the last paragraph of Section 9.14 of the Employment Agreement. View More