Common use of Payments to Employee Clause in Contracts

Payments to Employee. In partial consideration for the promises of EMPLOYEE set forth herein, RELIANT to pay EMPLOYEE the amounts set forth in Sections 4(a) and 4(b) below on the terms described in this Section 4: a. One Hundred Fourteen Thousand Five Hundred Eighty Three Dollars and No Cents ($114,583.00) to be paid in ten (10) equal installments of Eleven Thousand Four Hundred Fifty Eight Dollars and 30/100 beginning with the second regularly pay period following the Termination Date. Initials: 1 Initials: b. An amount not to exceed Fifty Thousand Dollars and No Cents ($50,000.00) to be determined by the Compensation Committee of the Board of Directors of Reliant in its discretion following input from senior management of Reliant and based on certain product related regulatory initiatives for which Employee was responsible during his employment with RELIANT and EMPLOYEE’S compliance with Section 11 below, to be paid (if at all) at such time as bonuses for 2005 are paid to members of RELIANT’S senior management (but no later than March 15, 2006); provided that the payment described in this Section 2(c) shall be subject to the mandatory prepayment terms of that certain Secured Promissory Note dated as of February 28, 2001 (as amended from time to time, the “83(b) Note”) made by EMPLOYEE in favor of RELIANT in the original principal amount of $200,000. c. The payments made pursuant to this Section 4 shall be (i) reduced by statutorily required deductions and (ii) made in accordance with RELIANT’s normal payroll practices. d. RELIANT will make the above-stated payments to EMPLOYEE notwithstanding any set-off agreements which may have previously existed between RELIANT and EMPLOYEE and regardless of whether he obtains any employment or income from any other source after the Termination Date. e. The payments made pursuant to this Section 4 shall not be matched by RELIANT or otherwise considered compensation to EMPLOYEE for purposes of RELIANT’s 401(k) or other benefit plans. f. Other than as set forth herein, RELIANT is not obligated to pay EMPLOYEE any other compensation. g. RELIANT shall not be obligated to make any of the payments set forth herein if EMPLOYEE breaches this Agreement in any material way or revokes it pursuant to Section 28 herein. If EMPLOYEE breaches the provisions of Sections 6 or 7 of this Agreement or the sections of the Employment Agreement (as defined below) that are listed in Section 24 hereof, he shall be obligated to repay RELIANT all amounts paid under this Section 4, other than $100 thereof.

Payments to Employee. In partial consideration for the promises of EMPLOYEE Employee set forth herein, RELIANT Reliant agrees to pay EMPLOYEE Employee the amounts set forth in Sections 4(a), 4(b), 4(c) and 4(b4(d) below subject to and on the terms described in this Section 4: Initials: Initials: a. One Hundred Fourteen Thousand Five Hundred Eighty Three Thousand Dollars and No Cents ($114,583.00500,000.00) to be paid over a twelve (12 month period in ten twenty four (1024) equal installments of Eleven Twenty Thousand Four Eight Hundred Fifty Eight Thirty Three Dollars and 30/100 33/100 ($20,833.33) beginning with the second first regularly scheduled pay period following the Termination Date. Initials: 1 Initials:Date and continuing thereafter on each subsequently scheduled pay period until paid in full. b. An amount not to exceed Three Hundred Fifty Thousand Dollars and No Cents ($50,000.00350,000.00) to be determined by paid in two equal installments of One Hundred Seventy Five Thousand Dollars and No Cents ($175,000.00) each, with the Compensation Committee of first installment payable on May 15, 2007 and the Board of Directors of Reliant second installment payable in its discretion following input from senior management of Reliant August 1, 2007. c. One Hundred Fifteen Thousand Dollars and based on certain product related regulatory initiatives for which Employee was responsible during his employment with RELIANT and EMPLOYEE’S compliance with Section 11 below, No Cents ($115,000.00) to be paid (if at all) at such time as bonuses for 2005 are paid to members of RELIANT’S senior management (but in one lump sum payment no later than March 15, 2006); provided that 2008. d. All accrued and unpaid salary through the payment described in this Section 2(cTermination Date and Eleven Thousand Five Hundred Thirty Eight Dollars and No Cents ($11,538.00) shall be subject to the mandatory prepayment terms of that certain Secured Promissory Note dated representing accrued and unused CTO days as of February 28, 2001 (as amended from time the Termination Date to time, the “83(b) Note”) made by EMPLOYEE be paid in favor of RELIANT in the original principal amount of $200,000accordance with Reliant’s normal payroll processes. c. e. The payments made pursuant to this Section 4 shall be 4, (i) shall be reduced by statutorily required deductions and deductions, (ii) shall be made in accordance with RELIANTReliant’s normal payroll practicespractices and (iii) are contingent upon execution and delivery by Employee to the Company of a letter substantially in the form of Exhibit A attached hereto on a date that is after the Termination Date but prior to the last business day of May 2007. d. RELIANT f. Reliant will make the above-stated described payments to EMPLOYEE Employee notwithstanding any set-off agreements which may have previously existed between RELIANT Reliant and EMPLOYEE Employee and regardless of whether he obtains any employment or income from any other source after the Termination Date. e. g. The payments made pursuant to this Section 4 shall not be matched by RELIANT Reliant or otherwise considered compensation to EMPLOYEE Employee for purposes of RELIANTReliant’s 401(k) or other benefit plans. f. h. Other than as set forth herein, RELIANT Reliant is not obligated to pay EMPLOYEE Employee any other compensation. g. RELIANT i. Reliant shall not be obligated to make any of the payments set forth herein if EMPLOYEE Employee breaches this Agreement in any material way or revokes it this Agreement pursuant to Section 28 herein. If EMPLOYEE Employee materially breaches the provisions of Sections 6 6, 7, 10 or 7 11 of this Agreement or the sections of the Employment Agreement Offer Letter (as defined below) that are listed in Section 24 hereof, he Employee shall be obligated to repay RELIANT Reliant all amounts paid under this Section 4, other than $100 thereof. Initials: Initials: j. Employee’s right (and the right of his heirs and personal representatives, if applicable) to receive payments pursuant to this Agreement shall not be affected by (i) the death, disability or incapacity of Employee prior to the Termination Date, or (ii) the involuntary termination of Employee’s employment with Reliant prior to the Termination Date (unless Employee materially breaches the terms of this Agreement).

Payments to Employee. In partial consideration for the promises of EMPLOYEE Employee set forth herein, RELIANT Reliant agrees to pay EMPLOYEE Employee the following amounts set forth in Sections 4(a) and 4(b) below on the terms described in this Section 4: a. One Hundred Fourteen Thousand Five Hundred Eighty Three Dollars and No Cents THREE HUNDRED TWENTY THOUSAND DOLLARS AND NO CENTS ($114,583.00320,000.00) to be paid in ten as follows: (10i) equal installments of Eleven Thousand Four Hundred Fifty Eight Dollars and 30/100 beginning with the second regularly pay period following ONE HUNDRED TWENTY THOUSAND Initials: DOLLARS AND NO CENTS ($120,000.00) within fourteen (14) days after the Termination Date, (ii) ONE HUNDRED THOUSAND DOLLARS AND NO CENTS ($100,000.00) on the last business day of the second calendar quarter of 2006, (iii) ONE HUNDRED THOUSAND DOLLARS AND NO CENTS ($100,000.00) on the last business day of the third calendar quarter of 2006 and (iv) a final installment of any remaining balance on the last business day of the fourth calendar quarter of 2006. Initials: 1 Initials:The payments due pursuant to clauses (ii), (iii) and (iv) of this Section 4(a) shall be contingent upon execution and delivery by Employee to the Company of a letter substantially in the form of Exhibit A attached hereto on a date that is after the Termination Date but prior to the last business day of the second calendar quarter of 2006. b. An amount not to exceed Fifty Thousand Dollars and No Cents ONE HUNDRED THOUSAND DOLLARS AND NO CENTS ($50,000.00100,000.00) to be determined by the Compensation Committee of the Board of Directors of Reliant in its discretion following input from senior management of Reliant and based on certain product related regulatory initiatives for which Employee was responsible during his employment with RELIANT and EMPLOYEE’S compliance with Section 11 below, to be paid (if at all) at such time as bonuses for 2005 are paid to members of RELIANT’S senior management (but Employee no later than March 1531, 2006); provided that the payment described in this Section 2(c2(b) shall be subject to the mandatory prepayment terms of that certain side letter dated November 3, 2004 from Employee to Reliant for the benefit of Diversified Capital, L.L.C. ("DC") instructing Reliant to pay over of 50% of the after-tax proceeds of any bonus payment made by Reliant to Employee directly to DC in respect of that certain Second Amended and Restated Secured Promissory Note dated as of February 28November 3, 2001 (as amended from time to time, the “83(b) Note”) 2004 made by EMPLOYEE Employee in favor of RELIANT in DC (the original principal amount of $200,000"DC Note"). c. The payments made pursuant to this Section 4 shall be (i) reduced by statutorily required deductions and (ii) made in accordance with RELIANT’s Reliant's normal payroll practices. d. RELIANT Reliant will make the above-stated payments to EMPLOYEE Employee notwithstanding any set-off agreements which may have previously existed between RELIANT Reliant and EMPLOYEE Employee and regardless of whether he obtains any employment or income from any other source after the Termination Date. e. The payments made pursuant to this Section 4 shall not be matched by RELIANT Reliant or otherwise considered compensation to EMPLOYEE Employee for purposes of RELIANT’s Reliant's 401(k) or other benefit plans. f. Other than as set forth herein, RELIANT Reliant is not obligated to pay EMPLOYEE Employee any other compensation. g. RELIANT Reliant shall not be obligated to make any of the payments set forth herein if EMPLOYEE Employee breaches this Agreement in any material way or revokes it pursuant to Section 28 herein. If EMPLOYEE Employee breaches the provisions of Sections 6 or 7 of this Agreement or the sections of the Employment Agreement (as defined below) that are listed in Section 24 hereof, he shall be obligated to repay RELIANT Reliant all amounts paid under this Section 4, other than $100 thereof.

Payments to Employee. In partial consideration for The Company shall pay to Employee “Severance Pay” consisting of (a) a lump sum payment of Fifty Thousand Dollars ($50,000) (the promises “Lump Sum Payment”), subject to the Company’s timely receipt of EMPLOYEE set forth herein, RELIANT to pay EMPLOYEE this Agreement executed by Employee and Employee’s not exercising his right of revocation (as described below) of this Agreement; and (b) thirty six (36) monthly payments in the amounts set forth in Sections 4(a) and 4(b) below on the terms described in this Section 4: a. gross amount of Thirty Thousand Forty One Hundred Fourteen Thousand Five Hundred Eighty Three Dollars and No Sixty Six Cents ($114,583.0030,041.66) (the “Monthly Payments”), subject to be paid in Employee’s satisfying all of the following conditions: (a) the Company’s timely receipt of this Agreement executed by Employee and Employee’s not exercising his right of revocation (as described below) of this Agreement; (b) the Company’s receipt of the Release attached to this Agreement as Appendix A that has been executed by Employee after the Separation Date and delivered to the Company within ten (10) equal installments business days after the Separation Date; and (c) the expiration of Eleven Thousand Four Hundred Fifty Eight Dollars the seven (7)-day period within which Employee may revoke the Release (the “Revocation Period”) and 30/100 Employee’s not timely revoking the Release. Severance Pay will be paid in 2017 as follows: (A) the Lump Sum Payment will be paid on the Company’s first regular payroll date in January 2017; and (B) the Monthly Payments will be paid in 2017, 2018 and 2019 on the Company’s regular payroll dates beginning with the second regularly pay period following first regular payroll date that is a least five (5) business days after the Termination Date. Initials: 1 Initials: b. An amount not to exceed Fifty Thousand Dollars and No Cents ($50,000.00) to be determined by the Compensation Committee Effective Date of the Board of Directors of Reliant Release (as defined in its discretion following input from senior management of Reliant and based on certain product related regulatory initiatives for which Employee was responsible during his employment with RELIANT and EMPLOYEE’S compliance with Section 11 below, to be paid (if at all) at such time as bonuses for 2005 are paid to members of RELIANT’S senior management (but no later than March 15, 2006the Release); provided that the . Each payroll period payment described in this Section 2(c) 1 shall be treated as a separate payment for purposes of Section 409A of the Internal Revenue Code. All payments pursuant to this Agreement will be subject to all applicable taxes and other lawful withholdings. Any restricted stock or stock option awards to Executive that do not vest by the mandatory prepayment terms of that certain Secured Promissory Note dated Separation Date shall not vest (“Unvested Equity Awards”). Appendix B to this agreement details vested and unvested restricted stock and options awards as of February 28, 2001 (as amended from time to time, the “83(b) Note”) made by EMPLOYEE in favor of RELIANT in the original principal amount of $200,000. c. The payments made pursuant to this Section 4 shall be (i) reduced by statutorily required deductions and (ii) made in accordance with RELIANT’s normal payroll practices. d. RELIANT will make the above-stated payments to EMPLOYEE notwithstanding any set-off agreements which may have previously existed between RELIANT and EMPLOYEE and regardless of whether he obtains any employment or income from any other source after the Termination Separation Date. e. The payments made pursuant to this Section 4 shall not be matched by RELIANT or otherwise considered compensation to EMPLOYEE for purposes of RELIANT’s 401(k) or other benefit plans. f. Other than as set forth herein, RELIANT is not obligated to pay EMPLOYEE any other compensation. g. RELIANT shall not be obligated to make any of the payments set forth herein if EMPLOYEE breaches this Agreement in any material way or revokes it pursuant to Section 28 herein. If EMPLOYEE breaches the provisions of Sections 6 or 7 of this Agreement or the sections of the Employment Agreement (as defined below) that are listed in Section 24 hereof, he shall be obligated to repay RELIANT all amounts paid under this Section 4, other than $100 thereof.

Payments to Employee. In partial consideration for the promises of EMPLOYEE set forth hereinEmployee’s execution and compliance with this Agreement, RELIANT NSM agrees to pay EMPLOYEE Employee a total cash severance in the amounts set forth in Sections 4(a) and 4(b) below on the terms described in this Section 4: a. One amount of Six Hundred Fourteen Thousand Five Hundred Eighty Three Dollars and No Zero Cents ($114,583.00600,000.00). Provided that eight days have elapsed after Employee’s execution of this Agreement and such Agreement has not been revoked by Employee, NSM and Employee agree as follows: (a) to be paid in ten (10) equal installments of Eleven Employee shall receive Six Hundred Thousand Four Hundred Fifty Eight Dollars and 30/100 beginning with Zero Cents ($600,000.00) (equivalent to 12 months base salary) paid out over 52 weeks (26 consecutive bi-weekly pay periods) (the second regularly pay “Severance Payments”), commencing within 30 days after the Termination Date; (b) Employee’s unvested and vested SARs are forfeited as of the Termination Date; (c) Employee forfeits as of the Termination Date the 49,959 shares of restricted stock granted on December 1, 2014 as part of Employee’s Sign-On Equity Grant and such shares shall not vest on the December 1, 2015, the one year anniversary of the grant date; and (d) Continuation of Employee’s medical coverage under NSM’s medical plan until the earlier of (A) the period following of time Employee takes to become eligible for the medical benefits program of a new employer or (B) twelve (12) months from the Termination Date. Initials: 1 Initials: b. An amount not to exceed Fifty Thousand Dollars All payments will be less the required Federal and No Cents ($50,000.00) to be determined by the Compensation Committee of the Board of Directors of Reliant in its discretion following input from senior management of Reliant State payroll tax withholding and based on certain product related regulatory initiatives for which Employee was responsible during his employment with RELIANT other lawful and EMPLOYEE’S authorized deductions and conditioned upon continued compliance with Section 11 belowthis Agreement. Employee’s failure to fully comply with paragraph 2 (Restrictive Covenants), paragraph 7 (Confidentiality), paragraph 8 (Intellectual Property Obligations), paragraph 9 (Post-Termination ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Obligations) and paragraph 13 (Non-Disparagement) will result in the immediate cessation of all severance payments and the obligation by Employee to be return any severance payments previously paid (if at all) at such time as bonuses for 2005 are paid or otherwise provided to members Employee. SEPARATION AGREEMENT AND RELEASE OF ALL CLAIMS - Page 1 of RELIANT’S senior management (but no later than March 15, 2006); provided 8 Employee understands and acknowledges that the payment described in this Section 2(c) shall be subject to the mandatory prepayment terms of that certain Secured Promissory Note dated as of February 28, 2001 (as amended from time to time, the “83(b) Note”) made by EMPLOYEE in favor of RELIANT in the original principal amount of $200,000. c. The payments made consideration given pursuant to this Section 4 shall be (i) reduced by statutorily required deductions Agreement in exchange for the execution of and (ii) made in accordance compliance with RELIANT’s normal payroll practices. d. RELIANT will make the above-stated payments to EMPLOYEE notwithstanding any set-off agreements which may have previously existed between RELIANT and EMPLOYEE and regardless of whether he obtains any employment or income from any other source after the Termination Date. e. The payments made pursuant to this Section 4 shall not be matched by RELIANT or otherwise considered compensation to EMPLOYEE for purposes of RELIANT’s 401(k) or other benefit plans. f. Other than as set forth herein, RELIANT is not obligated to pay EMPLOYEE any other compensation. g. RELIANT shall not be obligated to make any of the payments set forth herein if EMPLOYEE breaches this Agreement is given in any material way or revokes it pursuant addition to Section 28 herein. If EMPLOYEE breaches the provisions anything of Sections 6 or 7 value to which Employee is, as a matter of this Agreement or the sections of the Employment Agreement (as defined below) that are listed in Section 24 hereoflaw, he shall be obligated to repay RELIANT all amounts paid under this Section 4, other than $100 thereofentitled.

Payments to Employee. In partial consideration for the promises of EMPLOYEE set forth herein, RELIANT agrees to pay EMPLOYEE the following amounts set forth in Sections 4(a) and 4(b) below on the terms described in this Section 4: a. One Hundred Fourteen Thousand Five Hundred Eighty Three Dollars and No Cents FIVE HUNDRED SIXTY TWO THOUSAND FIVE HUNDRED DOLLARS AND NO CENTS ($114,583.00562,500.00) to be paid in ten as follows: (10i) equal installments THREE HUNDRED THOUSAND DOLLARS AND NO CENTS ($300,000.00) within fourteen (14) days after EMPLOYEE executes this Agreement, (ii) ONE HUNDRED THOUSAND DOLLARS AND NO CENTS ($100,000.00) on the last business day of Eleven Thousand Four Hundred Fifty Eight Dollars and 30/100 beginning with the second regularly pay period following the Termination Date. first calendar quarter of Initials: 1 Initials:: 2005, (iii) ONE HUNDRED THOUSAND DOLLARS AND NO CENTS ($100,000.00) on the last business day of the second calendar quarter of 2005 and (iv) a final installment of any remaining balance on the last business day of the third calendar quarter of 2005. b. An amount not to exceed Fifty Thousand Dollars and No Cents TWO HUNDRED THOUSAND DOLLARS AND NO CENTS ($50,000.00200,000.00) to be determined by the Compensation Committee of the Board of Directors of Reliant in its discretion following input from senior management of Reliant and based on certain product related regulatory initiatives for which Employee was responsible during his employment with RELIANT and EMPLOYEE’S compliance with Section 11 below, paid to be paid (if at all) EMPLOYEE at such time as bonuses for 2005 2004 are paid to members of RELIANT’S ’s senior management (but no later than March 15, 2006)management; provided that the payment described in this Section 2(c2(b) shall be subject to the mandatory prepayment terms of that certain side letter dated November 3, 2004 from EMPLOYEE to RELIANT for the benefit of Diversified Capital, L.L.C. (“DC”) instructing RELIANT to pay over of 50% of the after-tax proceeds of any bonus payment made by RELIANT to EMPLOYEE directly to DC in respect of that certain Second Amended and Restated Secured Promissory Note dated as of February 28November 3, 2001 (as amended from time to time, the “83(b) Note”) 2004 made by EMPLOYEE in favor of RELIANT in DC (the original principal amount of $200,000“DC NOTE”). c. The payments made pursuant to this Section 4 shall be (i) reduced by statutorily required deductions and (ii) made in accordance with RELIANT’s normal payroll practices. d. RELIANT will make the above-stated payments to EMPLOYEE notwithstanding any set-off agreements which may have previously existed between RELIANT and EMPLOYEE and regardless of whether he obtains any employment or income from any other source after the Termination Date. e. The payments made pursuant to this Section 4 shall not be matched by RELIANT or otherwise considered compensation to EMPLOYEE for purposes of RELIANT’s 401(k) or other benefit plans. f. Other than as set forth herein, RELIANT is not obligated to pay EMPLOYEE any other compensation. g. RELIANT shall not be obligated to make any of the payments set forth herein if EMPLOYEE breaches this Agreement in any material way or revokes it pursuant to Section 28 herein. If EMPLOYEE breaches the provisions of Sections 6 or 7 of this Agreement or the sections of the Employment Agreement (as defined below) that are listed in Section 24 hereof, he shall be obligated to repay RELIANT all amounts paid under this Section 4, other than $100 thereof.