Severance Payments and Benefits Contract Clauses (47)

Severance Payments and Benefits. The Company hereby agrees, subject to the Resignation Date occurring on the Planned Resignation Date, Executive delivering to the Company a General Release of Claims substantially in the form attached hereto as Exhibit A (the "Release of Claims") on or within twenty-one (21) days following the Resignation Date, Executive not revoking the Release of Claims within the seven (7)-day period following his execution of the Release of Claims (the "Revocation Period"), and Executive's performance of his... continuing obligations under Section 8 below and otherwise pursuant to this Agreement and the Proprietary Information and Inventions Assignment Agreement entered into between Executive and the Company, effective as of October 22, 2016 (the "Confidential Information Agreement"), to provide the payments and benefits set forth in this Section 2. (a) Severance Payments. Within five (5) business day following the end of the Revocation Period, the Company shall make a lump sum cash payment to Executive in an amount equal to $417,000 (the "Severance Payment"). The Severance Payment shall be subject to authorized payroll deductions and required tax withholding. (b) COBRA Reimbursement. Provided that Executive timely elects to receive continued healthcare coverage pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended, or applicable state law (collectively referred to as "COBRA"), the Company will reimburse COBRA premiums paid by Executive through the earlier of (i) the first anniversary of the Resignation Date, or (ii) the date upon which Executive and Executive's covered dependents, if any, become eligible for healthcare coverage under another employer's plan(s). Notwithstanding the foregoing, (x) if any plan pursuant to which such benefits are provided is not, or ceases prior to the expiration of the period of continuation coverage to be, exempt from the application of Section 409A of the Code under Treasury Regulation Section 1.409A-1(a)(5), or (y) the Company is otherwise unable to continue to cover Executive under its group health plans without penalty under applicable law (including without limitation, Section 2716 of the Public Health Service Act), then, in either case, an amount equal to each remaining Company subsidy shall thereafter be paid to Executive in substantially equal monthly installments. After the Company ceases to pay premiums pursuant to this Section 2(b), Executive may, if eligible, elect to continue healthcare coverage at Executive's expense in accordance the provisions of COBRA. View More

Severance Payments and Benefits. Provided that Employee (i) returns an executed copy of this Agreement to the Company, care of Megan Dick, Human Resources Director, 333 Clay Street, Suite 3300, Houston, TX 77002 or via email to megan.dick@talosenergy.com, no later than the close of business on June 19, 2019, (ii) as set forth in Section 20, returns to the Company a copy of the Confirming Release that has been signed by him on the Separation Date or within 21 days thereafter and does not revoke the Confirming Release pursuant to... the terms of the Confirming Release and (iii) abides by the terms hereof (including those terms set forth in Section 2 above), then: (a) Employee shall receive the severance payments set forth in, and pursuant to, Section 5(a) of the Severance Plan. (b) Pursuant to Section 3(c) of the Restricted Stock Unit Agreement governing the 5,261 restricted stock units granted to Employee on August 29, 2018 and the 13,255 restricted stock units granted to Employee on March 5, 2019, the portion of the restricted stock units that are scheduled to vest within the 12-month period following the Separation Date shall immediately vest as of the Separation Date. For example, if the Separation Date is August 13, 2019, 6,172 restricted stock units will vest as of the Separation Date pursuant to this Section 3(b). (c) Pursuant to Section 4(b)(ii) of the Performance Share Unit Agreement governing the 10,521 target performance share units granted to Employee on August 29, 2018 and the 13,255 target performance share units granted to Employee on March 5, 2019, Employee shall be deemed to have satisfied the Service Requirement (as defined in the applicable award agreement) with respect to a portion of the performance share units determined by multiplying (i) the target number of performance share units granted by (ii) a fraction, the numerator of which is the number of days that elapsed between the Performance Period Commencement Date (as defined in the applicable grant notice) and the Separation Date, and the denominator of which is the total number of days in the Performance Period (as defined in the applicable grant notice), and such performance share units shall remain outstanding and, subject to the satisfaction of the Performance Goal (as defined in the applicable grant notice, award agreement, and all exhibits thereto), become Earned PSUs (as defined in the applicable award agreement), which shall be eligible for settlement in accordance with Section 6 of the applicable award agreement. For example, if the Separation Date is August 13, 2019, Employee will be deemed to have satisfied the Service Requirement as of the Separation Date with respect to 4,381 performance share units granted on August 29, 2018 and 2,712 performance share units granted on March 5, 2019. Employee acknowledges and agrees that the consideration referenced in this Section 3 represents the entirety of the amounts Employee is eligible to receive as severance pay and benefits from the Company or any other Company Party, including under the Employment Agreement, the Talos Energy Inc. Long Term Incentive Plan, the Severance Plan or any other severance plan or policy of the Company or any other Company Party, but excluding any rights Employee may have with 3 respect to Employee's Series A Units and Series B Units in each of AP Talos Energy LLC, AP Talos Energy Debtco LLC, Riverstone Talos Energy Equityco LLC and Riverstone Talos Energy Debtco LLC (collectively, the "Feeder Units"). Employee further acknowledges that as of the Separation Date, Employee will automatically forfeit all unvested restricted stock units and performance share units for which the service requirement has not been satisfied as of the Separation Date, in each case, determined after giving effect to Section 3(b) and Section 3(c) above and such awards shall terminate automatically and without any further action by the Company and at no cost to the Company. View More

Severance Payments and Benefits. Provided that you execute the Waiver and Release Agreement attached as Schedule A hereto no later than February 10, 2016, and you do not revoke the Waiver and Release in accordance with its terms, you will be entitled to receive the following severance payments and benefits, which you acknowledge are amounts that you would not otherwise be entitled to receive: (a) A severance payment in the amount of $1,122,562, which is equal to two times the sum of (i) your base salary of $351,900, (ii) your t...arget short-term incentive plan ("STIP") opportunity for 2015 of $193,545 and (iii) your regular employer contributions and target performance-related employer contribution under the PCS U.S. Employees' Savings Plan (the "Savings Plan") of $15,836 (3.0% plus 1.5% of your base salary of $351,900). (b) A payment of $16,394, which is equal to the product of (i) your target STIP opportunity for 2016 of $193,545 and (ii) a fraction, the numerator of which is the number of days you were employed by the Company in 2016, and the denominator of which is 366. (c) The Company will reimburse you for executive outplacement consulting services from a firm selected by you that is acceptable to the Company. The reimbursable outplacement consulting service fees will not exceed $10,000. 1101 Skokie Boulevard, Suite 400, P.O. Box 3320, Northbrook, IL USA 60062 T (847) 849-4200 F (847) 849-4695 Toll Free (800) 241-6908 PCS Administration (USA), Inc. www.potashcorp.com (d) You will be reimbursed for the legal fees you incur for the review of this Letter Agreement by your attorney, upon presentation of receipts, up to $5,000. (e) You will have continued access to Employee and Family Assistance Program (EFAP) coverage with Cigna Behavior Health for ninety (90) days following your Separation Date. The amounts set forth in subparagraphs 2(a) and 2(b) above will be paid in a lump sum within fourteen (14) days following the expiration of the period during which you have the right to revoke the Waiver and Release. View More