Common use of Payments and Other Consideration Clause in Contracts

Payments and Other Consideration. The Executive will be entitled to receive the accrued payments and benefits contemplated by Section 6.5 of the Letter Agreement in accordance with the terms of the Letter Agreement (the “Accrued Obligations”). In addition, subject to Executive’s compliance with the terms and conditions of the Letter Agreement, Executive is also entitled to receive: (a) in full satisfaction of any bonus amount contemplated in Section 6.6(b) of the Letter Agreement, payment of an amount equal to $479,167.00, to be paid in a lump sum on the first payday that occurs after the Effective Date specified in the Release (as defined in Section 3 hereof); provided, that, the Company shall have the right to seek the repayment of any amount paid pursuant to this Section 2(a) if Executive fails to comply with the provisions of Sections 8 or 9 of the Letter Agreement; (b) an aggregate cash amount equal to $1,150,000 in respect of severance pay, representing payment of 24 months of Executive’s current monthly base salary. Such aggregate amount will be divided into equal monthly portions and payable in accordance with the Company’s regular pay practices commencing on the first payday that occurs following the six-month anniversary of the Termination Date (the “Deferred Payment Date”), with such payments continuing for a period of 24 months from the Deferred Payment Date. If at any time Executive fails to comply with Sections 8 or 9 of the Letter Agreement, any remaining installments payable pursuant to this Section 2(b) shall cease; (c) long term incentives of $90,000 for Fiscal Year 2013, plus $180,000 for Fiscal Year 2014 earned under Sections 4.4 and 4.5 of the Letter Agreement, which shall be paid in a lump sum on the first payday that occurs after the Effective Date of the Release; provided, that, the Company shall have the right to seek the repayment of any amount paid pursuant to this Section 2(c) if Executive fails to comply with the provisions of Sections 7 or 8 of this Separation Agreement; (d) the vesting of 13,333 shares of Volt common stock for Fiscal Year 2013, and the vesting of 26,667 shares of Volt common stock for Fiscal Year 2014 earned under Sections 4.4 and 4.5 of the Letter Agreement, which shares shall become vested in full on the Effective Date of the Release, provided that the Release becomes effective and is not revoked; (e) in respect of the medical benefits, and consistent with Section 6.6 of the Letter Agreement, the Company will provide Executive with such medical benefits in which he participates on the Termination Date, or their equivalent, provided that such benefits may, at the Company’s option, be provided through reimbursement of the premiums Executive incurs to continue coverage under the Company’s medical plans in effect on the Termination Date pursuant to COBRA (the “COBRA Premium Amount”), or the cost that he incurs to obtain such benefits through other means in an amount not to exceed the COBRA Premium Amount, in either case until the 24-month anniversary of the Termination Date; (f) Notwithstanding anything to the contrary in the Non-Qualified Stock Option Agreements (the “Option Agreements”), Executive will become fully vested in his outstanding stock option awards listed on Exhibit B (the “Options”) on the Effective Date of the Release, provided that the Release becomes effective within 60 calendar days following the Termination Date and provided Executive is in full compliance with the terms and conditions of this Separation Agreement, including but not limited to Sections 7 and 8 hereof, as of the Effective Date of the Release. The Company acknowledges that such Options were granted by the Board to Executive on the dates referenced in Exhibit B. Notwithstanding anything to the contrary in the Option Agreements, Executive will have until the 18-month anniversary of the Termination Date to exercise any outstanding options to acquire shares of the Company’s common stock (the “Post-Termination Exercise Period”), and any outstanding, unexercised options will be cancelled for no consideration therefor at the end of the Post-Termination Exercise Period. If Executive is not in full compliance with the terms and conditions of this Separation Agreement, including but not limited to Sections 7 and 8 hereof, at any time during the Post-Termination Exercise Period, any outstanding, unexercised options will be cancelled for no consideration therefor at such time. Such Options shall be exercised pursuant to the Notice of Exercise in the form attached hereto as Exhibit C; (g) Executive shall be reimbursed for his attorney’s fees in an amount not to exceed $10,000 in connection with review and negotiation of this Separation Agreement, which reimbursement shall be paid no earlier than the Effective Date of the Release and no later than 30 days after a written invoice is submitted to the Company, provided that Executive is in full compliance with the terms and conditions of this Separation Agreement, including but not limited to Sections 7 and 8 hereof, at the time for such reimbursement, in each case paid or provided as set forth in, and subject to the terms and conditions of, the Letter Agreement, but subject in all events to Section 16 of the Letter Agreement. The benefits provided for under Section 2(a)-(g) herein are collectively referred to as the Severance Benefits (the “Severance Benefits”). Payment of the Severance Benefits will be in complete satisfaction of any and all compensation, severance or other benefits otherwise due to Executive upon termination of employment (including, but not limited to, any amounts otherwise payable under Section 6.6 of the Letter Agreement).

Payments and Other Consideration. The In consideration of Executive's entering into and compliance with all terms of this Agreement, Rackspace agrees that Executive will have the right to: a. Continue his employment during the Transition Period, and be paid his current salary, and receive access to confidential information as set forth in Section 1. b. Receive reimbursement for his reasonable, ordinary and necessary business expenses in accordance with Company policy. c. After the Separation Date, Executive will receive an amount equal to the sum of $187,000.00 (one hundred eighty-seven thousand dollars and no cents), less applicable withholdings and deductions, which represents six (6) months of Executive's base salary (“Base Salary”) for each month that he does not violate Sections 6 and 7 of this Agreement. Executive will receive the Base Salary payments in twenty-six (26) equal installments, paid bi-weekly in arrears, beginning on the first payroll period after the Separation Date and continuing each successive payroll period until twenty-six payments have been made. If Executive breaches his obligations in Sections 6 and 7, the Company shall be entitled to cease making such Base Salary payments. d. After the Separation Date, Executive will receive an amount equal to the sum of $187,000.00 (one hundred eighty-seven thousand dollars and no cents), less applicable withholdings and deductions, which represents payments for Executive's potential Q3 and Q4 profit sharing bonus at 100% attainment (“Profit Sharing”) for each month that he does not violate Sections 6 and 7 of this Agreement. Executive will receive the accrued Profit Sharing payments in twenty-six (26) equal installments, paid bi-weekly in arrears, beginning on the first payroll period after the Separation Date and benefits contemplated by Section 6.5 continuing each successive payroll period until twenty-six payments have been made. If Executive breaches his obligations in Sections 6 and 7, the Company shall be entitled to cease making such Profit Sharing payments. e. Retain all stock options that have vested and are exercisable as of the Letter Agreement in accordance with Separation Date, under the terms of the Letter Agreement stock option agreements entered into pursuant to the applicable stock option awards (the “Accrued ObligationsVested Options”). In additionExecutive acknowledges that pursuant to his stock option agreements, subject to Executive’s compliance with the terms and conditions of the Letter Agreement, Executive is also entitled to receive: (a) in full satisfaction of any bonus amount contemplated in Section 6.6(b) of the Letter Agreement, payment of an amount equal to $479,167.00, to be paid in a lump sum on the first payday that occurs after the Effective Date specified in the Release (as defined in Section 3 hereof); provided, that, the Company shall he will have the right to seek exercise his unexercised Vested Options until three (3) months after Separation Date, and Executive's right to exercise the repayment Vested Options shall not terminate as a result of any amount paid pursuant the Transition Period. All other non-vested options under the stock option agreements shall terminate as of the Separation Date. Executive acknowledges and agrees that the Base Salary and Profit Sharing Payments amounts are not intended to this Section 2(a) be liquidated damages or an estimate of the actual damages that would be sustained by the Company if Executive fails to comply with the provisions of Sections 8 or 9 of the Letter Agreement; (b) an aggregate cash amount equal to $1,150,000 in respect of severance pay, representing payment of 24 months of Executive’s current monthly base salarybreaches his post-employment obligations. Such aggregate amount will be divided into equal monthly portions and payable in accordance with the Company’s regular pay practices commencing on the first payday that occurs following the six-month anniversary of the Termination Date (the “Deferred Payment Date”), with such payments continuing for a period of 24 months from the Deferred Payment Date. If at any time Executive fails to comply with Sections 8 or 9 of the Letter Agreement, any remaining installments payable pursuant to this Section 2(b) shall cease; (c) long term incentives of $90,000 for Fiscal Year 2013, plus $180,000 for Fiscal Year 2014 earned under Sections 4.4 and 4.5 of the Letter Agreement, which shall be paid in a lump sum on the first payday that occurs after the Effective Date of the Release; provided, that, the The Company shall have retains the right to seek injunctive relief as set forth in Section 8. Executive acknowledges and agrees that his continued employment, the repayment of any amount paid pursuant payments to this Section 2(c) if Executive fails to comply with the provisions of Sections 7 or 8 of this Separation Agreement; (d) the vesting of 13,333 shares of Volt common stock for Fiscal Year 2013be made hereunder, and the vesting of 26,667 shares of Volt common stock for Fiscal Year 2014 earned under Sections 4.4 and 4.5 availability of the Letter Agreementoption exercise resulting from stock options which vest during the Transition Period due to his continued employment, which shares shall become vested in full on the Effective Date of the Release, provided that the Release becomes effective and is not revoked; (e) in respect of the medical benefitsbe accepted by Executive as, and consistent with Section 6.6 of the Letter Agreementshall be considered as, the Company will provide Executive with such medical benefits payments in which he participates on the Termination Date, or their equivalent, provided that such benefits may, at the Company’s option, be provided through reimbursement of the premiums Executive incurs to continue coverage under the Company’s medical plans in effect on the Termination Date pursuant to COBRA (the “COBRA Premium Amount”), or the cost that he incurs to obtain such benefits through other means in an amount not to exceed the COBRA Premium Amount, in either case until the 24-month anniversary of the Termination Date; (f) Notwithstanding anything to the contrary in the Non-Qualified Stock Option Agreements (the “Option Agreements”), Executive will become fully vested in his outstanding stock option awards listed on Exhibit B (the “Options”) on the Effective Date of the Release, provided that the Release becomes effective within 60 calendar days following the Termination Date and provided Executive is in full compliance with the terms and conditions of consideration for this Separation Agreement, including but not limited to Sections 7 the releases and 8 hereof, as of the Effective Date of the Release. The Company acknowledges that such Options were granted by the Board to Executive on the dates referenced in Exhibit B. Notwithstanding anything to the contrary in the Option Agreements, Executive will have until the 18non-month anniversary of the Termination Date to exercise any outstanding options to acquire shares of the Company’s common stock (the “Postcompetition and non-Termination Exercise Period”), and any outstanding, unexercised options will be cancelled for no consideration therefor at the end of the Post-Termination Exercise Period. If Executive is not in full compliance with the terms and conditions of this Separation Agreement, including but not limited to Sections 7 and 8 hereof, at any time during the Post-Termination Exercise Period, any outstanding, unexercised options will be cancelled for no consideration therefor at such time. Such Options shall be exercised pursuant to the Notice of Exercise in the form attached hereto as Exhibit C; (g) Executive shall be reimbursed for his attorney’s fees in an amount not to exceed $10,000 in connection with review and negotiation of this Separation Agreement, which reimbursement shall be paid no earlier than the Effective Date of the Release and no later than 30 days after a written invoice is submitted to the Company, provided that Executive is in full compliance with the terms and conditions of this Separation Agreement, including but not limited to Sections 7 and 8 hereof, at the time for such reimbursement, in each case paid or provided solicitation provisions as set forth inbelow, and subject in lieu of notice for unemployment compensation purposes. Rackspace shall not be obligated to the terms and conditions of, the Letter Agreement, but subject in all events to Section 16 of the Letter Agreement. The benefits provided for under Section 2(a)-(g) herein are collectively referred to as the Severance Benefits (the “Severance Benefits”). Payment of the Severance Benefits will be in complete satisfaction of make any and all compensation, severance further or other benefits otherwise due additional payment to Executive upon termination of employment (including, but not limited to, in any amounts amount or for any purpose whatsoever unless otherwise payable under Section 6.6 of the Letter Agreement)required by applicable law.