Payments and Other Consideration. a. In consideration of Executive's entering into and compliance with all terms of this Agreement, Rackspace agrees to pay to Executive a lump sum of $350,000.00 as severance, less applicable federal and state withholdings and ordinary payroll deductions. Executive will also receive a payment for unused earned time off (ETO). In addition, Rackspace will pay Executive the additional sum of $11,050.00 in a lump sum, less applicable federal and state withholdings and ordinary payroll deductions, which represents the estimated amount Executive may be required to pay for election of benefits under the Consolidated Omnibus Budget Reconciliation Act (COBRA) through April 15, 2012. Rackspace shall deliver the payments specified herein to Executive within thirty (30) days after the Separation Date. Executive understands that COBRA election and payments are his choice and responsibility. b. As further consideration for this Agreement, Rackspace will pay Executive what he would have earned as a bonus for the first quarter of calendar year 2011 (the “Q1 Bonus”) had he remained employed with Rackspace. This amount will be determined and paid in accordance with the terms of the non-equity incentive plan which is in effect on March 4, 2011. c. As further consideration for this Agreement, Rackspace agrees that Executive will have the right to retain all stock options that have vested and are exercisable as of April 15, 2011, under the terms of the stock option agreements entered into pursuant to the applicable stock option awards (the “Vested Options”). d. Executive will have the right to exercise his unexercised Vested Options in accordance with said stock option agreements until January 15, 2012, and Executive's right to exercise the Vested Options shall not terminate as a result of him not being a Service Provider through January 15, 2012. All other non-vested options under the stock option agreements shall terminate as of the Separation Date. The stock option agreements are hereby amended to incorporate the foregoing agreement. Executive acknowledges and understands that the extension of his exercise period may have tax and other legal implications with regard to these options, and that Executive is hereby strongly advised to seek independent legal and tax advice and counsel regarding such consequences. e. Executive acknowledges and agrees that the payments to be made hereunder shall be accepted by Executive as, and shall be considered as, payments in consideration for this Agreement, including the releases and non-compete granted below, and in lieu of notice for unemployment compensation purposes. In addition, Rackspace will pay Executive all reasonable unreimbursed expenses in accordance with company policy. f. Rackspace will allow Executive to keep his cell phone number, for use on Executive's personal cell phone plan. Rackspace will facilitate this by agreeing to port the number to Executive's cell phone provider. g. Rackspace shall not be obligated to make any further or additional payment to Executive in any amount or for any purpose whatsoever.
Appears in 1 contract
Sources: Transition Employment Agreement (Rackspace Hosting, Inc.)
Payments and Other Consideration. a. In Specifically in consideration of for Executive's entering into and compliance with all terms of ’s agreement to this Agreement, Rackspace agrees to pay to and as settlement of any and all claims which Executive has made or could make against the Company, if Paragraph 5 of this Agreement is not rescinded by Executive or otherwise such Paragraph is not or does not become void or unenforceable, the termination of Executive’s employment will be characterized by the parties as a lump sum of $350,000.00 as severanceresignation, less applicable federal and state withholdings and ordinary payroll deductions. Executive will also receive a payment for unused earned time off (ETO). In addition, Rackspace Zareba will pay Executive an amount equal to Executive’s base salary in effect on June 27, 2008, for approximately four (4) months in eight (8) equal bi-weekly installments beginning on the additional sum first day after July 18, 2008, on which Zareba makes its regular payroll payments and pay for the four (4) month period during which such installments are payable, the cost (COBRA premiums) of $11,050.00 all existing health/medical/dental benefit plans in a lump sumwhich Executive participated as of June 27, less applicable federal and state withholdings and ordinary payroll deductions2008. If it is reasonably possible, which represents the estimated amount at Executive’s sole expense, Executive may be required arrange for the transfer to pay for election a new cell phone purchased by Executive the telephone number of benefits under the Consolidated Omnibus Budget Reconciliation Act (COBRA) through April 15cell phone heretofore used by Executive. If it is reasonably possible, 2012. Rackspace shall deliver from the payments specified herein date of this Agreement until July 26, 2008, the Company will endeavor to forward, to an email address provided by Executive to the Company, personal emails addressed to Executive within thirty (30) days after at the Separation Dateemail address of Executive at the Company. Executive confirms that Executive has no expectations of privacy concerning emails addressed to Executive at the email address of Executive at the Company. Executive understands that COBRA election Company personnel will read emails addressed to Executive at the email address of Executive at the Company and payments determine in their sole and absolute discretion which emails, if any, are his choice and responsibility.
b. As further to be forwarded to Executive pursuant to this paragraph. The Company will have no liability to Executive for any delay or failure to forward personal emails addressed to Executive at the email address of Executive at the Company. The Company will promptly pay Executive an amount equal to Executive’s accrued but unused vacation as of June 27, 2008. The Company will have no other obligations to pay Executive any other amounts or provide other benefits or consideration to Executive except as set out in this Section. Except as provided for in this Agreement, Rackspace neither Executive or Executive’s attorneys will pay Executive what he would have earned as a bonus make any claim against the Company for the first quarter of calendar year 2011 (the “Q1 Bonus”) had he remained employed with Rackspace. This amount will be determined attorneys’ fees, costs, interest or any and paid in accordance with the terms of the non-equity incentive plan all other expenses which is in effect on March 4, 2011.
c. As further consideration for this Agreement, Rackspace agrees that Executive will have the right to retain all stock options that have vested and are exercisable as of April 15, 2011, under the terms of the stock option agreements entered into pursuant to the applicable stock option awards (the “Vested Options”).
d. Executive will have the right to exercise his unexercised Vested Options in accordance with said stock option agreements until January 15, 2012, and Executive's right to exercise the Vested Options shall not terminate as a result of him not being a Service Provider through January 15, 2012. All other non-vested options under the stock option agreements shall terminate as of the Separation Date. The stock option agreements are hereby amended to incorporate the foregoing agreement. Executive acknowledges and understands that the extension of his exercise period may have tax been incurred by Executive and other legal implications with regard to these options, and that Executive is hereby strongly advised to seek independent legal personally responsible for all of Executive attorney’s fees and tax advice and counsel regarding such consequencescosts, if any.
e. Executive acknowledges and agrees that the payments to be made hereunder shall be accepted by Executive as, and shall be considered as, payments in consideration for this Agreement, including the releases and non-compete granted below, and in lieu of notice for unemployment compensation purposes. In addition, Rackspace will pay Executive all reasonable unreimbursed expenses in accordance with company policy.
f. Rackspace will allow Executive to keep his cell phone number, for use on Executive's personal cell phone plan. Rackspace will facilitate this by agreeing to port the number to Executive's cell phone provider.
g. Rackspace shall not be obligated to make any further or additional payment to Executive in any amount or for any purpose whatsoever.
Appears in 1 contract
Payments and Other Consideration. a. In consideration If Executive executes and does not revoke this Separation Agreement during the revocation period described in Section 19 hereof and if Executive re-signs this Separation Agreement on or within twenty-one (21) days following the Separation Date and does not revoke this Separation Agreement during the revocation period described in Section 19 hereof (the “Second Revocation Period”), Executive will be entitled to the following payments and benefits, subject to compliance by Executive with the terms and conditions of this Separation Agreement, including without limitation, the terms and conditions set forth in Sections 5 and 6 hereof, as well as all Company policies and other agreements binding on Executive's entering into , including the Company’s Executive Incentive Compensation Recoupment Policy (which shall remain applicable to Executive in accordance with its terms), the Incentive Plan (as hereinafter defined) and compliance with all the stock options and restricted stock awards granted under the Incentive Plan. Executive acknowledges and agrees that under the terms of this Separation Agreement, Rackspace agrees she is receiving consideration beyond that which she would otherwise be entitled and which, but for the mutual covenants set forth in this Separation Agreement, the Company would not otherwise be obligated to pay provide. It is expressly acknowledged and agreed that if Executive revokes this Separation Agreement during either of the revocation periods described in Section 19 hereof, all provisions of this Separation Agreement shall be null and void ab initio and Executive shall not be entitled to Executive a lump sum any of $350,000.00 as severance, less applicable federal and state withholdings and ordinary payroll deductions. Executive will also receive a payment for unused earned time off (ETO). In addition, Rackspace will pay Executive the additional sum of $11,050.00 in a lump sum, less applicable federal and state withholdings and ordinary payroll deductions, which represents the estimated amount Executive may be required to pay for election of benefits under the Consolidated Omnibus Budget Reconciliation Act (COBRA) through April 15, 2012. Rackspace shall deliver the payments specified herein to Executive within thirty or other benefits provided in this Separation Agreement:
(30a) days During the three years beginning on the day after the Separation Date. Executive understands that COBRA election and payments are his choice and responsibility.
b. As further consideration for this Agreement, Rackspace the Company will pay Executive what he a total of $1,060,460.00, in seventy-eight (78) equal biweekly installments in accordance with the Company’s normal payroll practices. The first of these payments (which will include any installments that otherwise would have earned been made prior to the end of the Second Revocation Period) shall be made on the Company’s first regular payroll date after the Second Revocation Period.
(b) During the three years beginning on the day after the Separation Date, the Company will pay Executive a special payment of $500,000.00 as a bonus for the first quarter recognition of calendar year 2011 (the “Q1 Bonus”) had he remained employed with RackspaceExecutive’s long-standing tenure and contribution. This amount special payment shall be made in seventy-eight (78) equal biweekly installments in accordance with the Company’s normal payroll practices. The first of these payments (which will include any installments that otherwise would have been made prior to the end of the Second Revocation Period) shall be made on the Company’s first regular payroll date after the Second Revocation Period.
(c) The Company will pay Executive 50% of the full annual incentive bonus, if any, that Executive would have received in respect of the Company’s fiscal year 2014 based upon the Company’s actual performance, to be determined and paid on the same basis and at the same time as for other executives of the Company.
(d) If Executive timely elects under the provisions of COBRA to continue her group health plan coverage that was in effect on the date of this Separation Agreement, Executive will receive continuation of such coverage at the Company’s expense for a period of 18 months from the Separation Date, provided that Executive continues to be eligible for COBRA coverage.
(e) Executive has been granted stock options and restricted stock awards under the Company’s 2005 Omnibus Incentive Plan (the “Incentive Plan”). Attached as Schedule A to this Separation Agreement is a summary of Executive’s outstanding stock options and restricted stock awards. All unvested stock options shall be accelerated as of the end of the Second Revocation Period and all vested stock options will be exercisable in accordance with the terms Incentive Plan for a period of 30 days following the Separation Date (subject to tolling for any period during which the trading window is closed). Such restricted stock (“Restricted Stock”) will continue to vest as provided in Schedule A. Any stock options that are vested and exercisable as of the non-equity incentive plan which is in effect on March 4, 2011Separation Date and any stock options accelerated as of the end of the Second Revocation Period may not be exercised prior to the Company’s first open trading window following the Separation Date.
c. As further consideration for this Agreement(f) During the three years beginning on the day after the Separation Date, Rackspace agrees that Executive will have the right to retain continue using the vehicle leased by the Company for use by Executive and the Company shall continue to (i) make the monthly lease payments under the automobile lease for the benefit of Executive and (ii) pay for or reimburse, as applicable, the automobile insurance, fuel and repairs and maintenance on such vehicle, to the extent and subject to the terms and conditions in effect immediately prior to Executive’s termination of employment; provided that Executive shall continue to be bound by and shall observe all stock options agreements and conditions relating to the use of such vehicle as in effect immediately prior to her termination of employment; provided further that have vested any payments for or reimbursements of any lease payments, automobile insurance, fuel and are exercisable as of April repairs and maintenance incurred with respect to such vehicle in 2014 will be made no later than March 15, 2011, under 2015. At the terms end of the stock option agreements entered into pursuant to aforesaid three-year period, Executive may purchase the applicable stock option awards (vehicle from the Company at the vehicle’s then current “Vested Options”)blue book” value.
d. Executive will have (g) Within thirty days after the right to exercise his unexercised Vested Options in accordance with said stock option agreements until January 15Second Revocation Period, 2012, and Executive's right to exercise the Vested Options shall not terminate as a result of him not being a Service Provider through January 15, 2012. All other non-vested options under the stock option agreements shall terminate as of the Separation Date. The stock option agreements are hereby amended to incorporate the foregoing agreement. Executive acknowledges and understands that the extension of his exercise period may have tax and other legal implications with regard to these options, and that Executive is hereby strongly advised to seek independent legal and tax advice and counsel regarding such consequences.
e. Executive acknowledges and agrees that the payments to be made hereunder shall be accepted by Executive as, and shall be considered as, payments in consideration for this Agreement, including the releases and non-compete granted below, and in lieu of notice for unemployment compensation purposes. In addition, Rackspace Company will pay Executive all reasonable unreimbursed expenses in accordance with company policy$120,000 on account of anticipated relocation expenses.
f. Rackspace will allow Executive to keep his cell phone number, for use on Executive's personal cell phone plan. Rackspace will facilitate this by agreeing to port the number to Executive's cell phone provider.
g. Rackspace shall not be obligated to make any further or additional payment to Executive in any amount or for any purpose whatsoever.
Appears in 1 contract
Sources: Separation Agreement (MSC Industrial Direct Co Inc)
Payments and Other Consideration. a. In consideration of If Executive executes and does not revoke this Separation Agreement during the revocation period described in Section 20 hereof and, except with respect to amounts due or paid earlier, if Executive re-signs this Separation Agreement on or about the Termination Date (or such earlier date as Executive's entering into employment shall have terminated) and compliance with all terms does not revoke this Separation Agreement during the revocation period described in Section 20 hereof, in lieu of this Agreementany other rights, Rackspace agrees to pay to Executive a lump sum of $350,000.00 entitlements or benefits he may have had under the SPA (as severance, less applicable federal and state withholdings and ordinary payroll deductions. hereinafter defined) or the Employment Agreement (as hereinafter defined) Executive will also receive a payment for unused earned time off (ETO). In additionbe entitled to the following payments and benefits, Rackspace will pay subject to compliance by Executive the additional sum of $11,050.00 in a lump sum, less applicable federal and state withholdings and ordinary payroll deductions, which represents the estimated amount Executive may be required to pay for election of benefits under the Consolidated Omnibus Budget Reconciliation Act (COBRA) through April 15, 2012. Rackspace shall deliver the payments specified herein to Executive within thirty (30) days after the Separation Date. Executive understands that COBRA election and payments are his choice and responsibility.
b. As further consideration for this Agreement, Rackspace will pay Executive what he would have earned as a bonus for the first quarter of calendar year 2011 (the “Q1 Bonus”) had he remained employed with Rackspace. This amount will be determined and paid in accordance with the terms and conditions of the non-equity incentive plan which is in effect on March 4, 2011.
c. As further consideration for this Separation Agreement, Rackspace agrees that Executive will have the right to retain all stock options that have vested and are exercisable as of April 15including without limitation, 2011, under the terms of the stock option agreements entered into pursuant to the applicable stock option awards (the “Vested Options”).
d. Executive will have the right to exercise his unexercised Vested Options and conditions set forth in accordance with said stock option agreements until January 15Section 6 hereof, 2012, and Executive's right to exercise the Vested Options shall not terminate as a result of him not being a Service Provider through January 15, 2012but excepting Section 2 hereof. All other non-vested options under the stock option agreements shall terminate as of the Separation Date. The stock option agreements are hereby amended to incorporate the foregoing agreement. Executive acknowledges and understands that the extension of his exercise period may have tax and other legal implications with regard to these options, and that Executive is hereby strongly advised to seek independent legal and tax advice and counsel regarding such consequences.
e. Executive acknowledges and agrees that under the payments terms of this Separation Agreement, he is receiving consideration other than that which he would otherwise be entitled and which, but for the mutual covenants set forth in this Separation Agreement, the Company would not otherwise be obligated to be made hereunder provide:
(a) On the Termination Date, the Company will pay Executive a cash lump sum equal to all earned but unpaid salary earned by Executive through the Termination Date. Notwithstanding the immediately preceding paragraph of this Section 3, Executive shall be accepted entitled to receive all earned but unpaid salary and all accrued but unused paid time off (including vacation time) earned by Executive asthrough the Transition Date (or the Termination Date, and shall be considered as, payments as the case may be) if Executive does not sign or revokes this Separation Agreement during the applicable revocation period described in consideration for this Agreement, including the releases and non-compete granted below, and in lieu of notice for unemployment compensation purposesSection 20 hereof. In addition, Rackspace the Company will pay reimburse Executive for all reasonable unreimbursed business expenses incurred on behalf of the Company through the Termination Date (or Transition Date, as the case may be), in accordance with company policy.the Company's policies with respect to the reimbursement of expenses;
f. Rackspace will allow Executive (b) $748,000 (an amount equal to keep his cell phone numbertwo hundred percent (200%) of the Highest Base Salary, for use as defined in the SPA), payable on the first business day after the expiration of six (6) months from the Termination Date or, if earlier, the date of Executive's personal cell phone plan. Rackspace will facilitate this by agreeing death (such first business day or date of death, the “Delayed Payment Date”);
(c) $554,400 (an amount equal to port two hundred percent (200%) of the number Highest Annual Bonus, as defined in the SPA), payable on the Delayed Payment Date;
(d) $277,200 (an amount equal to Executive's cell phone provider.anticipated 2012 bonus under the Century Aluminum Company Annual Incentive Bonus Plan (the “AIP”)), payable on the earlier to occur of (A) the date on which the Company makes bonus payouts under the AIP to its senior executives in respect of the 2012 calendar year or (B) the Delayed Payment Date;
g. Rackspace (e) The Company shall not provide continuation of insurance for a period of 24 months after the Termination Date in accordance with Section 3.1(c)(iii) of the SPA, subject to Executive's timely election of applicable COBRA group health continuation coverage with respect to medical and dental benefits and conditioned on the Executive's pre-payment to the Company of the full COBRA premiums for such coverage through the Delayed Payment Date, which payment will be obligated reimbursed by the Company on the Delayed Payment Date; provided, however, should the preceding be prevented due to make any further change in the applicable law after the date of the Separation Agreement, the last paragraph of Section 3.1(c)(iii) of the SPA shall govern;
(f) Settlement and delivery of 8,521 shares of Company Common Stock, representing settlement of Executive's previously vested 2011-2013 Performance Share Units, to be settled on the Delayed Payment Date;
(g) A payout of $135,000 for Executive's previously vested 2010-2012 Performance Units, payable on the earlier to occur of (A) the date on which the Company makes payouts of other vested 2010-2012 Performance Units or additional payment (B) the Delayed Payment Date;
(h) A payout of $140,250 for Executive's previously vested 2011-2013 Performance Units, payable on the Delayed Payment Date;
(i) A payout of $95,875 representing a pro rated settlement of Executive's anticipated 2012-2014 long-term incentive award, payable on the Delayed Payment Date;
(j) A lump sum pension benefit calculated in the manner provided in Section 3.1(c)(iv) of the SPA, with the calculation made based on the Termination Date being the “Termination Date” referred to in such Section 3.1(c)(iv) and using the actuarial assumptions specified in such Section 3.1(c)(iv), it being acknowledged that assuming a Termination Date of June 21, 2013 and current actuarial assumptions, such lump sum pension benefit would be $170,372; such lump sum pension benefit shall be payable on the Delayed Payment Date;
(k) Executive shall continue to be entitled with respect to any accrued and vested benefits under any tax-qualified retirement plans or the Century Aluminum Company Amended and Restated Supplemental Retirement Income Benefit Plan, as amended by Amendment No. 1 dated February 22, 2010 (the “SRIB Plan”), and the Company acknowledges and agrees that Executive's compensation under such plans shall include the one-time $120,000 bonus awarded to Executive in any amount March 2011. Notwithstanding the first paragraph of this Section 3, Executive shall be entitled to such benefits if Executive does not sign or re-sign or revokes this Separation Agreement during the applicable revocation period described in Section 20 hereof;
(l) Options to purchase an aggregate of 25,288 shares of the Company's common stock that are held by Executive under the Century Aluminum Company Amended and Restated 1996 Stock Incentive Plan (the “Stock Plan”), and the related award agreements issued to Executive thereunder, as set forth on Schedule A to this Separation Agreement (each, an “Option”), will remain outstanding and exercisable until the tenth anniversary of the date of grant of such Option, unless earlier exercised or settled pursuant to the terms of the Stock Plan and the award agreements issued with respect to the Option. Notwithstanding the first paragraph of this Section 3, Executive shall be entitled to such benefits if Executive does not sign or re-sign or revokes this Separation Agreement during the applicable revocation period described in Section 20 hereof; and
(m) On the Transition Date, the Company will reimburse Executive for any purpose whatsoever$57,000 of legal fees and expenses incurred by Executive in connection with the drafting, negotiation and execution of this Separation Agreement.
Appears in 1 contract
Payments and Other Consideration. a. In consideration of Executive's entering into This Agreement shall become effective on the date that it is signed by both Employee and compliance with all terms FEI, provided that Employee does not subsequently revoke the Agreement within the time period set forth in Paragraph 4. Employee shall continue to serve as CEO and as a director on the Board through the Transition Date, for which he will continue to receive the same compensation and benefits as were in effect prior to execution of this Agreement. Employee shall cease to serve as CEO after the Transition Date and, Rackspace provided that Employee resigns from the Board as a director on the Transition Date, FEI agrees to pay to Executive a lump sum of $350,000.00 as severance, less applicable federal and state withholdings and ordinary payroll deductions. Executive will also receive a payment for unused earned time off (ETO). In addition, Rackspace will pay Executive employ Employee during the additional sum of $11,050.00 Transition Period in a lump sumnon-executive, less applicable federal non-officer status as Special Advisor to the Chairman and state withholdings CEO and ordinary payroll deductionsto make the payments, which represents accommodations and other considerations as provided for below in Paragraphs 1a, 1b, 1c, 1d, 1e, 1f, 1g and 1h, provided that: (i) Employee provides the estimated amount Executive may be required Transition Services through the Retirement Date (other than on account of death or disability) and Employee does not accept or begin employment or any engagement with a Competitive Business during the Transition Period; (ii) Employee signs and delivers to pay the Company the Long Term Incentives Vesting/Forfeiture Agreement (“LTI Vesting/Forfeiture Agreement”) in the form attached as Exhibit 2 to this Agreement promptly after the Transition Date; and (iii) with respect to the benefits and payments provided for election in Paragraphs ▇▇, ▇▇, ▇▇, ▇▇ ▇▇▇ ▇▇, ▇▇▇▇▇▇▇▇ signs and delivers to the Company the Supplemental Release and Waiver of benefits under Claims in the Consolidated Omnibus Budget Reconciliation Act form attached as Exhibit 1 to this Agreement (COBRA“Supplemental Release”) through April 15, 2012within the time period set forth therein and does not subsequently revoke it within the time period set forth therein. Rackspace shall deliver Employee understands that the Company will deduct from any payments specified herein applicable withholding taxes and other deductions the Company is required by law to Executive within thirty (30) days after the Separation Datemake from wages and other payments to employees. Executive understands that COBRA election and payments are his choice and responsibility.
b. As Employee further consideration for this Agreement, Rackspace will pay Executive what he would have earned as a bonus for the first quarter of calendar year 2011 (the “Q1 Bonus”) had he remained employed with Rackspace. This amount will be determined and paid in accordance with the terms of the non-equity incentive plan which is in effect on March 4, 2011.
c. As further consideration for this Agreement, Rackspace agrees that Executive will have the right to retain all stock options that have vested and are exercisable as of April 15, 2011, under the terms of the stock option agreements entered into pursuant to the applicable stock option awards (the “Vested Options”).
d. Executive will have the right to exercise his unexercised Vested Options in accordance with said stock option agreements until January 15, 2012, and Executive's right to exercise the Vested Options shall not terminate as a result of him not being a Service Provider through January 15, 2012. All other non-vested options under the stock option agreements shall terminate as of the Separation Date. The stock option agreements are hereby amended to incorporate the foregoing agreement. Executive acknowledges and understands that the extension of payments and benefits set forth in this Paragraph 1 are all the Employee is entitled to receive from the Company in connection with his exercise period separation from service, except for those amounts described in Paragraph 6 and 25 to which Employee may have tax and other legal implications with regard to these options, and that Executive is hereby strongly advised to seek independent legal and tax advice and counsel regarding such consequencesbe entitled.
e. Executive acknowledges and agrees that the payments to be made hereunder shall be accepted by Executive as, and shall be considered as, payments in consideration for this Agreement, including the releases and non-compete granted below, and in lieu of notice for unemployment compensation purposes. In addition, Rackspace will pay Executive all reasonable unreimbursed expenses in accordance with company policy.
f. Rackspace will allow Executive to keep his cell phone number, for use on Executive's personal cell phone plan. Rackspace will facilitate this by agreeing to port the number to Executive's cell phone provider.
g. Rackspace shall not be obligated to make any further or additional payment to Executive in any amount or for any purpose whatsoever.
Appears in 1 contract
Payments and Other Consideration. a. In consideration accordance with the terms of the Executive Severance Agreement, subject to the terms and conditions thereof (including, without limitation, Executive's entering into and ’s compliance with Sections 3 and 6 hereof), Executive is entitled to receive:
(a) all terms of this Accrued Obligations (as such term is defined in the Executive Severance Agreement, Rackspace agrees to pay to Executive );
(b) a lump sum cash amount equal to the Pro Rata Bonus (as such term is defined in the Executive Severance Agreement), payable at the later of (i) within 30 calendar days after a determination of the actual bonus is made by the Compensation Committee of the Board of Directors of the Company (the “Committee”) or other appropriate body, as provided in the Company’s Annual Incentive Plan or comparable arrangement for the year in which the termination occurs, but not later than March 15, 2013, and (ii) the “Six Month Deferral Date” (as such term is defined in the Executive Severance Agreement);
(c) an aggregate cash amount equal to $350,000.00 3 million in respect of severance pay equal to Executive’s current monthly Base Salary (as severancesuch term is defined in the Executive Severance Agreement) plus Executive’s current Target Bonus (as such term is defined in the Executive Severance Agreement) for 24 months from the Termination Date, less applicable federal with such aggregate amount divided into equal monthly portions and state withholdings payable in accordance with the Company’s regular pay practices; provided that any severance payment installments will be suspended for the period prior to the Six Month Deferral Date and ordinary payroll deductions. paid in arrears on the Six Month Deferral Date;
(d) in respect of the Welfare Benefit Continuation (as such term is defined in the Executive will also receive a payment for unused earned time off (ETOSeverance Agreement). In addition, Rackspace will pay provided Executive the additional sum of $11,050.00 in a lump sum, less applicable federal and state withholdings and ordinary payroll deductions, which represents the estimated amount Executive may be required elects coverage pursuant to pay for election of benefits under the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA) through April 15”), 2012. Rackspace shall deliver the payments specified herein to Executive within thirty (30) days after the Separation Date. Executive understands that COBRA election and payments are his choice and responsibility.
b. As further consideration for this Agreement, Rackspace Company will pay or reimburse Executive what he would have earned for such premiums (each as a bonus in effect on the Termination Date) until the earlier of (i) the 24-month anniversary of the Termination Date and (ii) the date Executive has commenced new employment and has thereby become eligible for health benefits from another employer;
(e) the first quarter provision of calendar professional outplacement services in accordance with the Executive Severance Agreement for up to one year 2011 following the Termination Date;
(f) notwithstanding anything to the contrary in any applicable equity plan or award agreement, each equity award that is held by Executive and outstanding as of the Termination Date will otherwise continue to vest in accordance with its terms through the date of the termination of the Consulting Agreement (the “Q1 BonusConsulting End Date”);
(g) had he remained employed with Rackspace. This amount notwithstanding anything to the contrary in any applicable equity plan or award agreement, each option to acquire shares of the Company’s common stock that is held by Executive and vested and outstanding as of the Termination Date will remain outstanding and exercisable for 90 days following the Consulting End Date (but in no event later than the date of expiration of the original term of such option); and
(h) notwithstanding anything to the contrary in any applicable equity plan or award agreement, any outstanding performance share units granted to Executive by the Company, the performance periods for which have not been completed as of the Consulting End Date, will vest and be determined and paid payable to Executive in accordance with the terms thereof, except that such awards will only vest on a pro rata basis (determined by dividing (i) the number of years in the applicable performance period that elapsed through the end of the non-equity incentive plan year in which is the Consulting End Date occurs by (ii) the total number of years in effect on March 4the applicable performance period), 2011.
c. As further consideration for this Agreementsubject to the achievement of the applicable pro rata performance goals (determined in the case of each applicable performance goal by dividing (A) the actual achievement with respect to the performance goal through the end of the year in which the Consulting End Date occurs by (B) the applicable performance target(s) in respect of the entire original performance period), Rackspace agrees that in each case (other than Sections 1(f), (g) and (h) hereof) paid or provided as set forth in, and subject to the terms and conditions of, the Executive Severance Agreement (together, the “Severance Benefits”), but subject in all events to Section 16 hereof. The Severance Payments will have the right be in complete satisfaction of any and all compensation, severance or other benefits otherwise due to retain all stock options that have vested and are exercisable as Executive upon termination of April 15employment (including, 2011without limitation, any amounts otherwise payable under the terms of the stock option agreements entered into pursuant to the applicable stock option awards (the “Vested Options”Executive Severance Agreement).
d. Executive will have the right to exercise his unexercised Vested Options in accordance with said stock option agreements until January 15, 2012, and Executive's right to exercise the Vested Options shall not terminate as a result of him not being a Service Provider through January 15, 2012. All other non-vested options under the stock option agreements shall terminate as of the Separation Date. The stock option agreements are hereby amended to incorporate the foregoing agreement. Executive acknowledges and understands that the extension of his exercise period may have tax and other legal implications with regard to these options, and that Executive is hereby strongly advised to seek independent legal and tax advice and counsel regarding such consequences.
e. Executive acknowledges and agrees that the payments to be made hereunder shall be accepted by Executive as, and shall be considered as, payments in consideration for this Agreement, including the releases and non-compete granted below, and in lieu of notice for unemployment compensation purposes. In addition, Rackspace will pay Executive all reasonable unreimbursed expenses in accordance with company policy.
f. Rackspace will allow Executive to keep his cell phone number, for use on Executive's personal cell phone plan. Rackspace will facilitate this by agreeing to port the number to Executive's cell phone provider.
g. Rackspace shall not be obligated to make any further or additional payment to Executive in any amount or for any purpose whatsoever.
Appears in 1 contract
Payments and Other Consideration. a. In consideration of Executive's entering into This Agreement shall become effective as set forth in Paragraph 4, provided that Employee does not revoke the Agreement within the time period set forth in Paragraph 4. Employee shall continue to remain employed during the Transition Period and compliance with all terms of this Agreement, Rackspace the Company agrees to pay make the payments, accommodations, and other consideration as set forth below in Paragraphs 1a, 1b, 1c, 1d, and 1e provided that: (i) Employee provides the Transition Services to Executive the Company through the Separation Date and Employee does not accept or begin employment or any engagement with a lump sum Competitive Business during the Transition Period; (ii) Employee signs and delivers to the Company a Supplemental Release and Waiver of $350,000.00 Claims in the form attached as severance, less applicable federal Exhibit 1 to this Agreement (“Supplemental Release”) within the time period set forth therein and state withholdings does not subsequently revoke it within the time period set forth therein; and ordinary payroll deductions. Executive will also receive a payment for unused earned time off (ETO). In addition, Rackspace will pay Executive iii) Employee signs and delivers to the additional sum of $11,050.00 Company the Long Term Incentives Vesting/Forfeiture Agreement (“LTI Vesting/Forfeiture Agreement”) in a lump sum, less applicable federal and state withholdings and ordinary payroll deductions, which represents the estimated amount Executive may be required form attached as Exhibit 2 to pay for election of benefits under the Consolidated Omnibus Budget Reconciliation Act (COBRA) through April 15, 2012. Rackspace shall deliver the payments specified herein to Executive within thirty (30) days this Agreement after the Separation Date. Executive understands that COBRA election and payments are his choice and responsibility.
b. As further consideration for this Agreement, Rackspace will pay Executive what he would have earned as a bonus for the first quarter of calendar year 2011 (the “Q1 Bonus”) had he remained employed with Rackspace. This amount will be determined and paid in accordance with the terms of the non-equity incentive plan which is in effect on March 4, 2011.
c. As further consideration for this Agreement, Rackspace agrees that Executive will have the right to retain all stock options that have vested and are exercisable as of April 15, 2011, under the terms of the stock option agreements entered into pursuant to the applicable stock option awards (the “Vested Options”).
d. Executive will have the right to exercise his unexercised Vested Options in accordance with said stock option agreements until January 15, 2012, and Executive's right to exercise the Vested Options shall not terminate as a result of him not being a Service Provider through January 15, 2012. All other non-vested options under the stock option agreements shall terminate as of the Separation Date. The stock option agreements are hereby amended to incorporate the foregoing agreement. Executive acknowledges and Employee understands that the extension of his exercise period may have tax Company will deduct from any payments specified herein federal withholding taxes and other legal implications with regard deductions the Company is required by law to these options, make from wages and that Executive is hereby strongly advised other payments to seek independent legal and tax advice and counsel regarding such consequences.
e. Executive acknowledges and agrees employees. Employee further understands that the payments and benefits set forth in this Paragraph 1 are all the Employee is entitled to receive from the Company in Separation and Release Agreement-Page 1 connection with his separation from service, except for those amounts described in Paragraph 6 to which Employee may be made hereunder shall be accepted by Executive as, and shall be considered as, payments in consideration for this Agreement, including the releases and non-compete granted below, and in lieu of notice for unemployment compensation purposes. In addition, Rackspace will pay Executive all reasonable unreimbursed expenses in accordance with company policyentitled.
f. Rackspace will allow Executive to keep his cell phone number, for use on Executive's personal cell phone plan. Rackspace will facilitate this by agreeing to port the number to Executive's cell phone provider.
g. Rackspace shall not be obligated to make any further or additional payment to Executive in any amount or for any purpose whatsoever.
Appears in 1 contract
Payments and Other Consideration. a. In consideration of Executive's entering into If Executive executes and compliance with all terms of does not revoke this AgreementRetirement Agreement during the revocation period described in Section 19 hereof, Rackspace agrees to pay to and if Executive a lump sum of $350,000.00 as severancere-signs this Retirement Agreement on, less applicable federal and state withholdings and ordinary payroll deductions. Executive will also receive a payment for unused earned time off or within twenty-one (ETO). In addition, Rackspace will pay Executive the additional sum of $11,050.00 in a lump sum, less applicable federal and state withholdings and ordinary payroll deductions, which represents the estimated amount Executive may be required to pay for election of benefits under the Consolidated Omnibus Budget Reconciliation Act (COBRA) through April 15, 2012. Rackspace shall deliver the payments specified herein to Executive within thirty (3021) days after following, the Separation Date. Executive understands that COBRA election Retirement Date and payments are his choice and responsibility.
b. As further consideration for does not revoke this AgreementRetirement Agreement during the second revocation period described in Section 19 hereof (i.e., Rackspace will pay Executive what he would have earned as a bonus for running from the first quarter of calendar year 2011 re-signing date) (the “Q1 BonusSecond Revocation Period”) had he remained employed with Rackspace. This amount ), Executive will be determined entitled to the following retention payments and paid benefits, subject to compliance by Executive with the terms and conditions of this Retirement Agreement, including without limitation, the terms and conditions set forth in Sections 1(a), 5 and 6 hereof, as well as all Company policies and other agreements binding on Executive, including the Company’s Executive Incentive Compensation Recoupment Policy (which shall remain applicable to Executive in accordance with its terms), the terms of Incentive Plan (as hereinafter defined) and the non-equity incentive plan which is in effect on March 4, 2011.
c. As further consideration for this Agreement, Rackspace agrees that Executive will have the right to retain all stock options that have vested and are exercisable as of April 15, 2011restricted stock awards granted under the Incentive Plan. Executive acknowledges and agrees that, under the terms of this Retirement Agreement, he is receiving consideration beyond that which he would otherwise be entitled and which, but for the stock option agreements entered into pursuant mutual covenants set forth in this Retirement Agreement, the Company would not otherwise be obligated to provide. It is expressly acknowledged and agreed that if Executive revokes this Retirement Agreement during either of the revocation periods described in Section 19 hereof, all provisions of this Retirement Agreement shall be null and void ab initio, and Executive shall not be entitled to any of the payments or other benefits provided in this Retirement Agreement:
(a) In the event that the Retirement Date occurs prior to August 29, 2015, Executive shall continue to be entitled to receive payments for the period from the Retirement Date through August 29, 2015 at a rate equal to his current base salary rate of $428,645, payable in accordance with the Company’s regular payroll practices. The first of these payments (which will include any installments that otherwise would have been made prior to the applicable end of the Second Revocation Period) shall be made on the Company’s first regular payroll date after the Second Revocation Period.
(b) The Company will pay Executive $360,000 promptly after the Second Revocation Period.
(c) The Company will pay Executive $175,000 on each of the first and second anniversary dates of the Retirement Date.
(d) If Executive timely elects under the provisions of COBRA to continue his group health plan coverage that is in effect on the Retirement Date, and in the event that the Retirement Date occurs prior to August 29, 2015, such continuation coverage shall be at the Company’s expense for the period through August 29, 2015, provided that Executive continues to be eligible for COBRA coverage.
(e) Executive has been granted stock option options and restricted stock awards under the Company’s 2005 Omnibus Incentive Plan (the “Vested OptionsIncentive Plan”).
d. Executive . Executive’s vested stock options will have the right continue to exercise his unexercised Vested Options be exercisable in accordance with said the Incentive Plan until 30 days following the Retirement Date (subject to tolling for any period during which the Company’s trading window is closed); and all of the Executive’s unvested stock option agreements until January 15, 2012, and Executive's right to exercise the Vested Options shall not terminate as a result of him not being a Service Provider through January 15, 2012. All other non-vested options under the stock option agreements shall terminate as of the Separation Retirement Date. The All of the Executive’s unvested restricted stock option agreements are hereby amended shall terminate as of the Retirement Date, provided that if the Retirement Date occurs prior to incorporate March 29, 2015, the foregoing agreement. Executive acknowledges and understands that vesting of 1,124 restricted shares which would have occurred on March 29, 2015 shall be accelerated to the extension of his exercise period may have tax and other legal implications with regard to these options, and that Executive is hereby strongly advised to seek independent legal and tax advice and counsel regarding such consequencesRetirement Date.
e. (f) Executive acknowledges will have no right to receive any annual incentive bonus in respect of the Company’s fiscal year 2015.
(g) In the event there is a Change in Control (as defined in the Incentive Plan) after the Retirement Date and agrees prior to the time that the all payments to be made hereunder under paragraphs (a), (b) and (c) above have been made, any remaining payments shall be accepted by Executive asaccelerated and made immediately prior to the Change in Control; provided, and shall be considered ashowever, that such payments in consideration for this Agreement, including the releases and non-compete granted below, and in lieu of notice for unemployment compensation purposes. In addition, Rackspace will pay Executive all reasonable unreimbursed expenses in accordance with company policy.
f. Rackspace will allow Executive to keep his cell phone number, for use on Executive's personal cell phone plan. Rackspace will facilitate this by agreeing to port the number to Executive's cell phone provider.
g. Rackspace shall not be obligated to make any further or additional accelerated upon a Change in Control that does not constitute a permissible payment to Executive in any amount or for any purpose whatsoeverevent under Section 409A (as hereinafter defined).
Appears in 1 contract
Sources: Retirement and Transition Agreement (MSC Industrial Direct Co Inc)
Payments and Other Consideration. a. In consideration accordance with the terms of the Executive Severance Agreement, subject to the terms and conditions thereof (including, without limitation, Executive's entering into and ’s compliance with Sections 3 and 6 hereof), Executive is entitled to receive:
(a) all terms of this Accrued Obligations (as such term is defined in the Executive Severance Agreement, Rackspace agrees to pay to Executive );
(b) a lump sum cash amount equal to the Pro Rata Bonus (as such term is defined in the Executive Severance Agreement), payable at the later of (i) within 30 calendar days after a determination of the actual bonus is made by the Compensation Committee of the Board of Directors of the Company (the “Committee”) or other appropriate body, as provided in the Company’s Annual Incentive Plan or comparable arrangement for the year in which the termination occurs, but not later than March 15, 2013, or (ii) the “Six Month Deferral Date” (as such term is defined in the Executive Severance Agreement);
(c) an aggregate cash amount equal to $350,000.00 1,085,400 in respect of severance pay equal to Executive’s current monthly Base Salary (as severancesuch term is defined in the Executive Severance Agreement) plus Executive’s current Target Bonus (as such term is defined in the Executive Severance Agreement) for 18 months from the Termination Date, less applicable federal with such aggregate amount divided into equal monthly portions and state withholdings payable in accordance with the Company’s regular pay practices; provided that any severance payment installments will be suspended for the period prior to the Six Month Deferral Date and ordinary payroll deductions. paid in arrears on the Six Month Deferral Date;
(d) in respect of the Welfare Benefit Continuation (as such term is defined in the Executive will also receive a payment for unused earned time off (ETOSeverance Agreement). In addition, Rackspace will pay provided Executive the additional sum of $11,050.00 in a lump sum, less applicable federal and state withholdings and ordinary payroll deductions, which represents the estimated amount Executive may be required elects coverage pursuant to pay for election of benefits under the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA) through April 15”), 2012. Rackspace shall deliver the payments specified herein to Executive within thirty (30) days after the Separation Date. Executive understands that COBRA election and payments are his choice and responsibility.
b. As further consideration for this Agreement, Rackspace Company will pay or reimburse Executive what he would have earned for such premiums (each as a bonus in effect on the Termination Date) until the earlier of (i) the 18-month anniversary of the Termination Date and (ii) the date Executive has commenced new employment and has thereby become eligible for health benefits from another employer; and
(e) the first quarter provision of calendar year 2011 (the “Q1 Bonus”) had he remained employed with Rackspace. This amount will be determined and paid professional outplacement services in accordance with the Executive Severance Agreement for up to one year following the Termination Date, in each case paid or provided as set forth in, and subject to the terms and conditions of, the Executive Severance Agreement (together, the “Severance Benefits”), but subject in all events to Section 16 hereof. The Severance Payments will be in complete satisfaction of the non-equity incentive plan which is in effect on March 4any and all compensation, 2011.
c. As further consideration for this Agreementseverance or other benefits otherwise due to Executive upon termination of employment (including, Rackspace agrees that Executive will have the right to retain all stock options that have vested and are exercisable as of April 15without limitation, 2011, any amounts otherwise payable under the terms of the stock option agreements entered into pursuant to the applicable stock option awards (the “Vested Options”Executive Severance Agreement).
d. Executive will have the right to exercise his unexercised Vested Options in accordance with said stock option agreements until January 15, 2012, and Executive's right to exercise the Vested Options shall not terminate as a result of him not being a Service Provider through January 15, 2012. All other non-vested options under the stock option agreements shall terminate as of the Separation Date. The stock option agreements are hereby amended to incorporate the foregoing agreement. Executive acknowledges and understands that the extension of his exercise period may have tax and other legal implications with regard to these options, and that Executive is hereby strongly advised to seek independent legal and tax advice and counsel regarding such consequences.
e. Executive acknowledges and agrees that the payments to be made hereunder shall be accepted by Executive as, and shall be considered as, payments in consideration for this Agreement, including the releases and non-compete granted below, and in lieu of notice for unemployment compensation purposes. In addition, Rackspace will pay Executive all reasonable unreimbursed expenses in accordance with company policy.
f. Rackspace will allow Executive to keep his cell phone number, for use on Executive's personal cell phone plan. Rackspace will facilitate this by agreeing to port the number to Executive's cell phone provider.
g. Rackspace shall not be obligated to make any further or additional payment to Executive in any amount or for any purpose whatsoever.
Appears in 1 contract
Payments and Other Consideration. a. In consideration If Executive executes and does not revoke this Separation Agreement during the revocation period described in Section 19 hereof, and if Executive re-signs this Separation Agreement on, or within twenty-one (21) days following, the Separation Date and does not revoke this Separation Agreement during the second revocation period described in Section 19 hereof (i.e., running from the re-signing date) (the “Second Revocation Period”), Executive will be entitled to the following payments and benefits, subject to compliance by Executive with the terms and conditions of this Separation Agreement, including without limitation, the terms and conditions set forth in Sections 5 and 6 hereof, as well as all Company policies and other agreements binding on Executive's entering into , including the Company’s Executive Incentive Compensation Recoupment Policy (which shall remain applicable to Executive in accordance with its terms), the Incentive Plan (as hereinafter defined) and compliance with all the stock options and restricted stock awards granted under the Incentive Plan. Executive acknowledges and agrees that, under the terms of this Separation Agreement, Rackspace agrees he is receiving consideration beyond that which he would otherwise be entitled and which, but for the mutual covenants set forth in this Separation Agreement, the Company would not otherwise be obligated to provide. It is expressly acknowledged and agreed that if Executive revokes this Separation Agreement during either of the revocation periods described in Section 19 hereof, all provisions of this Separation Agreement shall be null and void ab initio, and Executive shall not be entitled to any of the payments or other benefits provided in this Separation Agreement:
(a) During the three years beginning on the day after the Separation Date, the Company will pay Executive a total of $1,146,770.52, in seventy-eight (78) equal biweekly installments in accordance with the Company’s normal payroll practices. The first of these payments (which will include any installments that otherwise would have been made prior to the end of the Second Revocation Period) shall be made on the Company’s first regular payroll date after the Second Revocation Period.
(b) During the three years beginning on the day after the Separation Date, the Company will pay Executive a Board of Directors special recognition payment of $500,000.00 in recognition of Executive’s long-standing tenure with and contribution to the Company. This special payment shall be made in seventy-eight (78) equal biweekly installments in accordance with the Company’s normal payroll practices. The first of these payments (which will include any installments that otherwise would have been made prior to the end of the Second Revocation Period) shall be made on the Company’s first regular payroll date after the Second Revocation Period.
(c) The Company will pay Executive an annual incentive bonus in respect of the Company’s fiscal year 2014 in the amount of $167,927, to be paid on the same basis and at the same time as for other executives of the Company. Executive will have no right to receive any annual incentive bonus in respect of the Company’s fiscal year 2015.
(d) If Executive timely elects under the provisions of COBRA to continue his group health plan coverage that was in effect on the date of this Separation Agreement, Executive will receive continuation of such coverage, with such continuation coverage to be at the Company’s expense for a period of 18 months from the Separation Date, provided that Executive continues to be eligible for COBRA coverage. In addition, if Executive remains eligible for COBRA coverage and has not become eligible for coverage under a new employer’s group health plan on or prior to the date that is 18 months following the Separation Date, the Company shall pay Executive a lump sum of $350,000.00 as severanceamount equal to 18 times the COBRA monthly premium rate (less the 2% COBRA administrative charge) in effect for Executive at such time; provided, less applicable federal and state withholdings and ordinary payroll deductions. however, that Executive will also receive a payment notify the Company within two weeks of becoming eligible for unused earned time off group health coverage with another employer.
(ETOe) Executive has been granted stock options and restricted stock awards under the Company’s 2005 Omnibus Incentive Plan (the “Incentive Plan”). In additionAttached as Schedule A to this Separation Agreement is a summary of Executive’s outstanding stock options and restricted stock awards. All of the Executive’s unvested stock options shall be accelerated as of the end of the Second Revocation Period, Rackspace and all vested stock options will pay Executive be exercisable in accordance with the additional sum Incentive Plan for a period of $11,050.00 30 days following the Separation Date (subject to tolling for any period during which the Company’s trading window is closed). All of the Executive’s restricted stock (“Restricted Stock”) will continue to vest as provided in a lump sumSchedule A. Any stock options that are vested and exercisable as of the Separation Date which are not exercised prior to the close of the first trading window ending after the Separation Date (i.e., less applicable federal November 18, 2014) and state withholdings any stock options accelerated as of the end of the Second Revocation Period may not be exercised prior to the Company’s first open trading window following release of fiscal 2015 first quarter earnings (which is scheduled to begin on January 8, 2015) and ordinary payroll deductions, which represents the estimated amount Executive may be required to pay exercised for election of benefits under twenty-six days commencing from such date.
(f) During the Consolidated Omnibus Budget Reconciliation Act (COBRA) through April 15, 2012. Rackspace shall deliver three years beginning on the payments specified herein to Executive within thirty (30) days day after the Separation Date. Executive understands that COBRA election and payments are his choice and responsibility.
b. As further consideration for this Agreement, Rackspace will pay Executive what he would have earned as a bonus for the first quarter of calendar year 2011 (the “Q1 Bonus”) had he remained employed with Rackspace. This amount will be determined and paid in accordance with the terms of the non-equity incentive plan which is in effect on March 4, 2011.
c. As further consideration for this Agreement, Rackspace agrees that Executive will have the right to retain continue using the vehicle leased by the Company for use by Executive and the Company shall continue to (i) make the monthly lease payments under the automobile lease for the benefit of Executive and (ii) pay for or reimburse, as applicable, the automobile insurance, fuel and repairs and maintenance on such vehicle, to the extent and subject to the terms and conditions in effect immediately prior to Executive’s termination of employment; provided that Executive shall continue to be bound by and shall observe all stock options agreements and conditions relating to the use of such vehicle as in effect immediately prior to his termination of employment; provided further that have vested any payments for or reimbursements of any lease payments, automobile insurance, fuel and are exercisable as of April repairs and maintenance incurred with respect to such vehicle in 2014 will be made no later than March 15, 2011, under 2015. At the terms end of the stock option agreements entered into pursuant to aforesaid three-year period, Executive may purchase the applicable stock option awards (vehicle from the Company at the vehicle’s then current “Vested Options”)blue book” value.
d. (g) The Company shall provide Executive will have with outplacement services, at the right Company’s expense and by a service selected by the Company in its reasonable discretion, for up to exercise his unexercised Vested Options in accordance with said stock option agreements until January 15, 2012, and Executive's right to exercise the Vested Options shall not terminate as a result of him not being a Service Provider through January 15, 2012. All other non-vested options under the stock option agreements shall terminate as of six months from the Separation Date. The stock option agreements are hereby amended to incorporate the foregoing agreement. Executive acknowledges and understands that the extension of his exercise period may have tax and other legal implications with regard to these options, and that Executive is hereby strongly advised to seek independent legal and tax advice and counsel regarding such consequences.
e. Executive acknowledges and agrees that the payments to be made hereunder shall be accepted by Executive as, and shall be considered as, payments in consideration for this Agreement, including the releases and non-compete granted below, and in lieu of notice for unemployment compensation purposes. In addition, Rackspace will pay Executive all reasonable unreimbursed expenses in accordance with company policy.
f. Rackspace will allow Executive to keep his cell phone number, for use on Executive's personal cell phone plan. Rackspace will facilitate this by agreeing to port the number to Executive's cell phone provider.
g. Rackspace shall not be obligated to make any further or additional payment to Executive in any amount or for any purpose whatsoever.
Appears in 1 contract
Sources: Separation Agreement (MSC Industrial Direct Co Inc)
Payments and Other Consideration. The Company agrees to make the payments and accommodations and other consideration as set forth below in Paragraphs 1a, 1b, 1c, 1e, and 1g expressly conditioned on: (i) Employee providing non-executive services to the Company as requested, including making himself reasonably available for any future assistance related to any Litigation as defined in Paragraph 18 (“Services”); (ii) Employee signing and delivering to the Company this Agreement within 21 calendar days of the date of the Agreement and not subsequently revoking the Agreement within the time period set forth in Paragraph 4; (iii) Employee signing and delivering to the Company a Supplemental Release and Waiver of Claims in the form attached as Exhibit 1 to this Agreement (“Supplemental Release”) and not subsequently revoking it within the time period set forth therein; and (iv) Employee signing and delivering to the Company the Long Term Incentives Vesting/Forfeiture Agreement (“LTI Vesting/Forfeiture Agreement”) in the form attached as Exhibit 2 to this Agreement. Employee understands that the Company will deduct from any payments specified herein federal withholding taxes and other deductions the Company is required by law to make from wages and other payments to employees. Employee further understands that the payments and benefits and the retirement treatment to long term incentives set forth in this Paragraph 1 are all the Employee is entitled to receive from the Company under this Agreement except for those amounts described in Paragraph 6 to which Employee may be entitled.
a. In consideration The Parties agree that Employee will continue his active employment in a non-executive and non-officer status at his normal base salary during the Transition Period, with Employee retiring effective March 1, 2020 (the “Retirement Date”), provided that Employee does not accept employment outside of Executive's entering into and compliance Fluor, complies with all terms of obligations under this Agreement, Rackspace agrees to pay to Executive and complies with Fluor’s Code of Business Conduct & Ethics and other Company policies. During the Transition Period Employee shall provide Retirement and Release Agreement-Page 1 of 18 Services from home, as reasonably directed by C▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ or his designee. Employee’s continued employment during the Transition Period shall be at a lump sum of $350,000.00 as severance, less applicable federal and state withholdings and ordinary payroll deductions. Executive will also receive a payment for unused earned time off (ETO). In addition, Rackspace will pay Executive the additional sum of $11,050.00 level that results in a lump sum, less applicable federal and state withholdings and ordinary payroll deductions, which represents the estimated amount Executive may be required to pay for election of benefits “separation from service” under the Consolidated Omnibus Budget Reconciliation Act (COBRA) through April 15, 2012. Rackspace shall deliver Fluor 409A Executive Deferred Compensation Program and for purposes of Section 409A of the payments specified herein to Executive within thirty (30) days after the Separation Date. Executive understands that COBRA election and payments are his choice and responsibility.
b. As further consideration for this Agreement, Rackspace will pay Executive what he would have earned as a bonus for the first quarter of calendar year 2011 Internal Revenue Code (the “Q1 BonusCode”) had he remained employed with Rackspace). This amount will During the Transition Period Employee shall be determined entitled to participate in all health, welfare, life insurance, disability and paid similar plans and programs generally available to U.S. based employees of the Company in accordance with the terms and conditions of such plans and programs, as amended from time to time. Time Off With Pay (“TOWP”) will not accrue during the non-equity incentive plan which is Transition Period. Other than as expressly provided in effect on March 4, 2011.
c. As further consideration for this Agreement, Rackspace agrees that Executive will have the right to retain all stock options that have vested and are exercisable as of April 15, 2011, under the terms of the stock option agreements entered into pursuant to the applicable stock option awards (the “Vested Options”).
d. Executive will have the right to exercise his unexercised Vested Options in accordance with said stock option agreements until January 15, 2012, and Executive's right to exercise the Vested Options shall not terminate as a result of him not being a Service Provider through January 15, 2012. All other non-vested options under the stock option agreements shall terminate as of the Separation Date. The stock option agreements are hereby amended to incorporate the foregoing agreement. Executive acknowledges and understands that the extension of his exercise period may have tax and other legal implications with regard to these options, and that Executive is hereby strongly advised to seek independent legal and tax advice and counsel regarding such consequences.
e. Executive acknowledges and agrees that the payments to be made hereunder shall be accepted by Executive as, and shall be considered as, payments in consideration for this Agreement, including the releases and non-compete granted below, and in lieu of notice for unemployment compensation purposes. In addition, Rackspace will pay Executive all reasonable unreimbursed expenses in accordance with company policy.
f. Rackspace will allow Executive to keep his cell phone number, for use on Executive's personal cell phone plan. Rackspace will facilitate this by agreeing to port the number to Executive's cell phone provider.
g. Rackspace Employee shall not be obligated entitled to make receive benefits generally provided by Company to executives or officers of the company, including but not limited to: perquisites, allowances, or severance payments under any further severance policy or additional payment plan. Employee shall transfer any Company memberships held in his name to the Company no later than October 31, 2019. Additionally, for 2020, Employee shall not be entitled to participate in the Fluor 409A Executive Deferred Compensation Plan. The Parties also agree that the Change in any amount or for any purpose whatsoeverControl Agreement between Fluor and the Employee, dated June 13, 2010, is hereby terminated with immediate effect.
Appears in 1 contract