Regardless. of whether you sign this Agreement, you will receive payment for all base salary and accrued but unused vacation earned by you in the normal course of business through the Termination Date, less all required deductions for Federal and State withholdings, other applicable taxes, and any lawfully authorized or required payroll deductions. We will also promptly reimburse you for all reasonable expenses incurred in connection with your recent ordinary course employment in accordance with the Company’s (or the Company’s ultimate parent company’s) existing policies with all such properly documented expenses to be reimbursed promptly. Regardless of signing this Agreement, you may elect to continue receiving group medical insurance under the Company’s plan, should you currently have it, pursuant to the Federal “COBRA” law. All premium costs shall be paid by you on a monthly basis for as long as, and to the extent that, you remain eligible for COBRA continuation coverage; provided, however, that if you timely elect such continued coverage under COBRA, the Company will reimburse you for the employer portion (at the rate in effect immediately prior to the Termination Date) of the monthly premium costs incurred for continuation of such medial coverage under the Company’s plan (the “Coverage Costs”) for a period of twelve months following the Termination Date or, if earlier, until the first date on which you are covered under another employer’s medical insurance plan . You will notify us immediately should you become covered under another employer’s medical insurance plan. You should consult the COBRA materials to be provided by the Company for details regarding COBRA continuation benefits. All other benefits will end on the Termination Date. Provided you sign this Agreement and return it to me within 45 days from the date of this letter and do not thereafter revoke it within the applicable seven day revocation period measured from the date you return this signed Agreement, the Company is willing to provide you with certain benefits. If you do not accept this Agreement within that time or you revoke it within the applicable revocation period, you will not be entitled to receive the benefits described below. By signing and returning this Agreement and not revoking it within the applicable revocation period, you will be entering into a binding agreement with the Company and will be agreeing to the terms and conditions set forth herein including in the paragraphs below. Accordingly, if you execute and return this Agreement within 45 days following the date of your receipt of this letter, subject to the other provisions of this Agreement, and your general release under this Agreement becomes irrevocable and enforceable after the applicable seven-day revocation period, you will receive the following severance benefits: In consideration of your waiver of claims against the Company as specified in Section 2(a) hereof and subject to continued compliance with the restrictions in Section 7, the Company will pay to you severance (“Severance”) in the sum of $360,000 payable on the first scheduled payroll date coincident with or following the date that the general release under this Agreement becomes effective and $230,000 on May 15, 2012. In additional consideration, the Company agrees to the terms contained on Attachment A. The Severance payments and benefits under this Agreement are in lieu of the payments and benefits you may be entitled to under the 2012 ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Pay Plan (the “Severance Plan”). Accordingly, you agree that you are not entitled to receive any payments or benefits under the Severance Plan. This Agreement is intended to be written, administered, interpreted and construed in a manner such that no payment or benefits provided under the Agreement become subject to (a) the gross income inclusion set forth within Section 409A(a)(1)(A) of the Code or (b) the interest and additional tax set forth within Section 409A(a)(1)(B) of the Code, including, where appropriate, the construction of defined terms to have meanings that would not cause the imposition of Section 409A penalties. For purposes of Section 409A of the Code (including, without limitation, for purposes of Treasury Regulation Section 1.409A-2(b)(2)(iii)), each payment that you may be eligible to receive under this Agreement shall be treated as a separate and distinct payment and shall not collectively be treated as a single payment. In order to obtain reimbursement for the Coverage Costs, you must submit appropriate evidence to the Company of each periodic payment within sixty (60) days after the payment date, and the Company shall within thirty (30) days after such submission reimburse you for that payment. During the period that you are being reimbursed for the Coverage Costs hereunder, the following provisions shall govern the arrangement: (a) the amount of Coverage Costs eligible for reimbursement in any one calendar year of such coverage shall not affect the amount of Coverage Costs eligible for reimbursement in any other calendar year for which such reimbursement is to be provided hereunder; (ii) no Coverage Costs shall be reimbursed after the close of the calendar year following the calendar year in which those Coverage Costs were incurred; and (iii) your right to the reimbursement of such Coverage Costs cannot be liquidated or exchanged for any other benefit. To the extent the reimbursed Coverage Costs constitute taxable income to you, the Company shall report the reimbursement as taxable W-2 wages and collect the applicable withholding taxes, and any remaining tax liability shall be your sole responsibility.
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Regardless. of whether you sign this Agreement, you will receive payment for all base salary and all accrued but unused vacation earned by you in the normal course of business through the Termination Retirement Date, less all required deductions for Federal federal and State state withholdings, other applicable taxes, and any lawfully authorized or required payroll deductions. We will also promptly reimburse you for all reasonable expenses incurred in connection with your recent ordinary course employment in accordance with the Company’s (or the Company’s ultimate parent company’s) existing policies relating to same with all such properly documented expenses to be reimbursed promptlyno later than September 30, 2010. Subject to the provisions of this Agreement, your group medical insurance benefits, if any, will end on February 28, 2012. Regardless of signing this Agreement, you may elect to continue receiving group medical insurance under the Company’s plan, should you currently have it, pursuant to the Federal federal “COBRA” law. All premium costs shall be paid by you on a monthly basis for as long as, and to the extent that, you remain eligible for COBRA continuation coverage; provided, however, that if you timely elect such continued coverage under COBRA, the Company will reimburse you for the employer portion (at the rate in effect immediately prior to the Termination Date) of the monthly premium costs incurred for continuation of such medial coverage under the Company’s plan (the “Coverage Costs”) for a period of twelve months following the Termination Date or, if earlier, until the first date on which you are covered under another employer’s medical insurance plan . You will notify us immediately should you become covered under another employer’s medical insurance plan. You should consult the COBRA materials to be provided by the Company for details regarding COBRA continuation benefits. All other benefits will end on the Termination Retirement Date. Provided you sign this Agreement and return it to me within 45 21 days from the date of this letter and do not thereafter revoke it within the applicable seven day revocation period measured from the date you return this signed Agreement, the Company is willing to provide you with certain benefits. If you do not accept this Agreement within that time or you revoke it within the applicable revocation period, you will not be entitled to receive the benefits described below. By signing and returning this Agreement and not revoking it within the applicable revocation period, you will be entering into a binding agreement with the Company and will be agreeing to the terms and conditions set forth herein including in the paragraphs below. Accordingly, if you execute and return this Agreement within 45 21 days following the date of your receipt of this letter, subject to the other provisions of this Agreement, and your general release under this Agreement becomes irrevocable and enforceable after the applicable seven-seven day revocation period, you will receive the following severance benefits: In consideration :
(a) You will be entitled to cash in the form of salary continuation payments, in an aggregate amount of $900,000 (less applicable withholding taxes at the rate currently in effect for payment of your waiver salary), equal to (i) 12 months of claims against base salary at the Company as specified prorated annualized rate currently in Section 2(aeffect for you of $550,000 and, thereafter, (ii) hereof and subject to continued compliance 16 months of the prorated amount of $350,000 with the restrictions last such payment to be made with respect to the period ending on December 31, 2012. Such payments will be made in Section 7a series of successive equal (relative, respectively, to the compensation amount identified in each of clauses (i) and (ii) above) installments on the Company’s regularly scheduled pay dates for salaried employees for the periods noted in clauses (i) and (ii) above, except that, notwithstanding the forgoing to the contrary, the Company will pay to you severance (“Severance”) first such salary continuation payment shall be in the sum amount of $360,000 payable 45,833.33 and each subsequent semi-monthly payment thereafter through August 31, 2011 shall be in the amount of $22,916.66 (in each case less applicable withholding taxes at the rate currently in effect for payment of your salary). Subject to the other provisions of this Agreement, the first such payment will be made on the first such regularly scheduled payroll date coincident with or payday for the Company’s salaried employees following the date that expiration of the maximum 21day review and seven day revocation period in effect for your general release under this Agreement becomes effective and $230,000 on May 15, 2012Agreement. In additional consideration, the Company agrees Each such payment shall be subject to the terms contained on Attachment A. The Severance payments and benefits under this Agreement are in lieu Company’s collection of the payments and benefits you may be entitled to under the 2012 ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Pay Plan (the “Severance Plan”). Accordingly, you agree that you are not entitled to receive any payments or benefits under the Severance Plan. This Agreement is intended to be written, administered, interpreted and construed in a manner such that no payment or benefits provided under the Agreement become subject to (a) the gross income inclusion set forth within Section 409A(a)(1)(A) of the Code or (b) the interest and additional tax set forth within Section 409A(a)(1)(B) of the Code, including, where appropriate, the construction of defined terms to have meanings that would not cause the imposition of Section 409A penaltiesall applicable withholding taxes. For purposes of Section 409A of the Code (includingCode, without limitation, for purposes of including the short-term deferral exception under Treasury Regulation Regulations Section 1.409A-2(b)(2)(iii)1.409A-1(b)(4)(i)(F) and the involuntary separation pay plan exemption under Treasury Regulations Section 1.409A-1(b)(9)(iii), each such cash severance payment that you may be eligible to receive under this Agreement shall be treated as deemed to be a separate and distinct payment and shall not collectively be treated as part of an entitlement to a single payment. Each such separate payment made during the period commencing with your Retirement Date and ending on March 15 of the succeeding year is hereby designated a “Short-Term Deferral Payment” and shall be paid during such period.
(b) Provided you and your spouse and eligible dependents make a timely election to continue your health care coverage under the Company’s group health care plans pursuant to your COBRA rights, the Company will reimburse you for the costs you incur to obtain such continued coverage for yourself, your spouse and your eligible dependents (collectively, the “COBRA Coverage Costs”) until the earlier of (x) the end of the 18 month period measured from your Retirement Date or (y) the first date on which you are covered under another employer’s health benefit program without exclusion for any pre-existing medical condition. In order to obtain reimbursement for the your COBRA Coverage Costs, you must submit appropriate evidence to the Company of each periodic payment of your COBRA Coverage Costs within sixty (60) 45 days after the required payment datedate for those COBRA Coverage Costs, and the Company shall will within thirty (30) 30 days after such submission reimburse you for that payment. During the period that you are being reimbursed for the In no event will any COBRA Coverage Costs hereunder, the following provisions shall govern the arrangement: (a) the amount of Coverage Costs eligible for reimbursement in any one calendar year of such coverage shall not affect the amount of Coverage Costs eligible for reimbursement in any other calendar year for which such reimbursement is to be provided hereunder; (ii) no Coverage Costs shall be reimbursed after the close of the calendar year following the calendar year in which those COBRA Coverage Costs were incurred; and (iii) the amount of COBRA Coverage Costs reimbursed to you in any one calendar year shall not affect the amount of COBRA Coverage Costs reimbursable in any other calendar year during which you are entitled to such reimbursement hereunder. In addition, your right to the reimbursement of such COBRA Coverage Costs cannot be liquidated or exchanged for any other benefit. To Each reimbursement shall be subject to the extent the reimbursed Coverage Costs constitute taxable income to you, the Company shall report the reimbursement as taxable W-2 wages and collect the Company’s collection of applicable withholding taxes, and you shall only be paid the net amount remaining after such withholding taxes have been collected. Notwithstanding any remaining tax liability provision in this Agreement to the contrary, no payment or benefit under this Agreement that constitutes an item of deferred compensation under Code Section 409A will be made to you prior to the earlier of (i) the first day of the seventh month following the Retirement Date or (ii) the date of your death, if you are deemed to be on the Retirement Date a specified employee under Section 1.409A-1(i) of the Treasury Regulations issued under Code Section 409A and such delayed commencement is otherwise required in order to avoid a prohibited distribution under Code Section 409A(a)(2). Upon the expiration of the applicable deferral period, all payments and benefits deferred in accordance herewith (whether they would have otherwise been payable in a single sum or in installments in the absence of such deferral) shall be paid or provided to you in a lump sum on the first day of the seventh month after the Retirement Date or, if earlier, the first day of the month immediately following the date the Company receives proof of your sole responsibilitydeath. Such delayed commencement date shall not apply to any salary continuation payments hereunder that constitute a Short-Term Deferral Payment.
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