Separation Compensation. In exchange for Executive’s agreement to the waiver of claims set forth in paragraph 5 below and compliance with all of the terms of this Agreement, including but not limited to paragraphs 1 and 2 above, the Company agrees to: (a) pay Executive twelve (12) months of Executive’s current base salary plus Executive’s current target bonus (assuming a 100% achievement threshold), in a single lump sum on the first business day after the sixtieth (60th) day following the Termination Date; (b) pay Executive a pro rata portion of Executive’s target bonus through the Termination Date, payable in a single lump sum no later than two and one half months following the Termination Date and when other target bonuses are generally paid to senior executives of the Company; (c) if Executive validly elects to continue coverage under the Company’s health insurance plan under the Consolidated Omnibus Budget Reconciliation Act of 1975, as amended (“COBRA”) and consistent with the terms of COBRA and the Company’s group health insurance plan, the Company will pay the insurance premiums to continue Executive’s existing group health benefits for Executive for twelve (12) months following the Termination Date, provided that, if the Company determines in its discretion that it cannot provide such continued group health benefits without potentially violating applicable law (including, without limitation, Section 2716 of the Public Health Service Act), the Company shall in lieu thereof provide to you a taxable lump sum payment in an amount equal to twelve (12) months of such continued group health benefits, less any gross premiums previously paid under this paragraph 4(c), which payment shall be made regardless of whether you elect COBRA continuation coverage and which cash payment shall be paid out in a lump sum at the same time as the payment described in paragraph 4(a), or, if later, at the time of such determination by the Company; and (d) with respect to Executive’s outstanding equity grants (other than any awards outstanding under the Company’s 2014 Employee Stock Purchase Plan, which shall be governed exclusively by the terms of those awards): (i) twenty-five percent (25%) of the shares initially subject to each of Executive’s equity grants will accelerate and vest on the Termination Date; (ii) if, and so long as, Executive continues to serve on the Board following the Termination Date, Executive shall be eligible to continue to vest in an additional twenty-five percent (25%) of the shares initially subject to each of Executive’s equity grants (including any awards that originally vested only based on continued employment rather than service), with the number of shares vesting on each vesting date pursuant to the original vesting schedule of each such grant as if Executive’s employment had not terminated on the Termination Date and the acceleration under paragraph 4(d)(i) had not occurred, provided that, in the event of a Change in Control (as defined in the Offer Letter) while Executive serves on the Board, any such then-unvested equity awards remaining outstanding shall immediately accelerate and become exercisable; (iii) the remaining unvested shares subject to each of Executive’s equity grants will expire on the Termination Date and be immediately forfeited to the Company without consideration or payment therefore. It is acknowledged and agreed that the acceleration under paragraph 4(d)(i) and the continued vesting eligibility under paragraph 4(d)(ii) shall be evaluated on a grant-by-grant basis and shall be limited to the maximum number of shares initially underlying each grant; (iv) all vested options held by Executive on the Termination Date and all other options that vest pursuant to paragraph 4(d)(i) and paragraph 4(d)(ii) above shall be exercisable for the three (3) months following the later of (i) December 31, 2017, if Executive’s termination as a director is on or before December 31, 2017, or (ii) the date of Executive’s termination as a director, if Executive’s termination as a director occurs after December 31, 2017, provided that, in each case, upon a Change of Control, the exercisability of options shall be subject to the terms of any definitive agreement effecting or evidencing the Change of Control; (v) Executive will remain bound by the Company’s equity incentive plans and the applicable equity agreements evidencing Executive’s equity awards, except to the extent that they are expressly modified by this Agreement. By signing below, Executive acknowledges that Executive is receiving the separation compensation outlined in this paragraph 4 in consideration for waiving Executive’s rights to claims referred to in this Agreement and that Executive would not otherwise be entitled to the separation compensation. Executive also acknowledges that if Executive violates any of the terms of this Agreement, any future payments under paragraph 4 of this Agreement will terminate, any then‑unvested stock options and restricted stock units will terminate.
Appears in 1 contract
Sources: Separation Agreement (GoPro, Inc.)
Separation Compensation. In exchange for Executive’s your agreement to the waiver of claims set forth in paragraph 5 below and compliance with all of the terms of this Agreement7, including but not limited to paragraphs 1 and 2 abovebelow, the Company agrees to:
(a) pay Executive you three hundred fifty thousand dollars ($350,000), less applicable state and federal payroll deductions, which constitutes twelve (12) months of Executive’s current your regular base salary plus Executive(such payment will be made in pro rata installments over twelve (12) months through the Company’s current target bonus (assuming a 100% achievement thresholdpayroll system), in a single lump sum on the first business day after the sixtieth (60th) day following the Termination Date;
(b) pay Executive a pro rata portion of Executive’s target bonus through the Termination Date, payable in a single lump sum no later than two and one half months following the Termination Date and when other target bonuses are generally paid to senior executives of the Company;
(c) if Executive validly elects reimburse any premium payments you make to continue your existing health insurance coverage under COBRA (or pursuant to another means of obtaining coverage substantially comparable to the Company’s health insurance plan under coverage provided to you prior to the Consolidated Omnibus Budget Reconciliation Act of 1975, as amended (“COBRA”termination) and consistent with the terms of COBRA and the Company’s group health insurance plan, the Company will pay the insurance premiums for up to continue Executive’s existing group health benefits for Executive for twelve (12) months following the Termination Separation Date, ; provided that, that the Company’s obligation to make these payments will cease immediately if the Company determines in its discretion that it cannot provide such continued group you become eligible for equivalent health benefits without potentially violating applicable law (including, without limitation, Section 2716 of the Public Health Service Act), the Company shall in lieu thereof provide to you a taxable lump sum payment in an amount equal to twelve (12) months of such continued group health benefits, less any gross premiums previously paid under this paragraph 4(c), which payment shall be made regardless of whether you elect COBRA continuation coverage and which cash payment shall be paid out in a lump sum at the same time as the payment described in paragraph 4(a), or, if later, at the time expense of such determination by the Companyanother employer; and
(dc) with respect to Executive’s outstanding accelerate the vesting of the equity grants (other than any awards outstanding under the Company’s 2014 Employee Stock Purchase Plan, which shall be governed exclusively previously granted to you by the terms of those awards):
(i) twentyCompany as to one-five percent (25%) half of the number of unvested shares initially subject to each of Executive’s equity grants will accelerate and vest on the Termination Date;
(ii) if, and so long as, Executive continues to serve on the Board following the Termination Date, Executive shall be eligible to continue to vest in an additional twenty-five percent (25%) as of the shares initially subject to each of Executive’s equity grants Separation Date (including any awards that originally vested only based on continued employment rather than serviceas reflected in the attached vesting schedule), with the number of shares vesting on each vesting date pursuant to the original vesting schedule of each such grant as if Executive’s employment had not terminated acceleration being effective on the Termination Effective Date and the acceleration under paragraph 4(d)(i) had not occurred, provided that, in the event of a Change in Control (as defined in the Offer Letter) while Executive serves on the Board, any such then-unvested equity awards remaining outstanding shall immediately accelerate and become exercisable;
(iii) the paragraph 17 below). The remaining unvested shares subject to each of Executive’s equity grants will expire on the Termination Separation Date and any unvested shares of Common Stock will be immediately forfeited to the Company without consideration or payment therefore. It is acknowledged and agreed that the acceleration under paragraph 4(d)(i) and the continued vesting eligibility under paragraph 4(d)(ii) shall be evaluated on a grant-by-grant basis and shall be limited pursuant to the maximum number terms of shares initially underlying each grant;
(iv) all the applicable Stock Grant Agreement and Stock Transfer Agreement. On the Effective Date, your vested options held by Executive on the Termination Date and all other stock options, including such options that vest pursuant to paragraph 4(d)(ithis subparagraph (d) and paragraph 4(d)(ii) above shall may be exercisable for the three (3) months following the later of (i) December 31exercised at any time until August 16, 2017, if Executive’s termination as a director is on or before December 31, 20172012, or (ii) earlier in the date event of Executivecertain corporate transactions described in Section 9.2 of the Company’s termination as a director, if Executive’s termination as a director occurs after December 31, 2017, provided that, in each case, upon a Change of Control2003 Stock Option Plan. Although it is under no obligation to do so, the exercisability Company may, at its sole discretion and pursuant to an agreement signed by both parties, elect to extend the period of options shall be subject exercise until November 16, 2012. To the extent a stock option is intended to qualify as an Incentive Stock Option pursuant to Section 422 of the Internal Revenue Code of 1986, as amended (the “Code”) it will cease to do so to the terms of any definitive agreement effecting or evidencing the Change of Control;
(v) Executive extent required by law. You will remain bound by the Company’s equity incentive plans and 2003 Stock Option Plan, the applicable equity agreements Stock Option Agreements, Stock Grant Agreement, and Stock Transfer Agreement evidencing Executive’s your equity awards, except . The payments described in subparagraph (a) above will commence on the 60th day after the Separation Date and will be retroactive to the extent that they are expressly modified by Separation Date provided the release is effective pursuant to paragraph 17 of this Agreement. By signing below, Executive acknowledges you acknowledge that Executive is you are receiving the separation compensation outlined in this paragraph 4 3 in consideration for waiving Executive’s your rights to claims referred to in this Agreement and that Executive you would not otherwise be entitled to the separation compensation. Executive also acknowledges You further acknowledge that this Agreement satisfies fully the Company’s obligations to provide you with severance benefits under your June 17, 2008 offer letter. Notwithstanding the foregoing, if Executive violates you fail to materially comply with any provisions of the terms confidentiality agreements described in paragraph 6 of this Agreement or the nondisparagement provisions set forth in paragraph 9 of this Agreement, any future payments then you will have no further rights to the benefits described in this paragraph 3 and the Company shall retain all other remedies under paragraph 4 of this Agreement will terminate, any then‑unvested stock options and restricted stock units will terminateAgreement.
Appears in 1 contract
Separation Compensation. In exchange for Executive’s your agreement to the waiver of claims set forth in paragraph 5 8 below and compliance with all of the terms of this Agreement, including but not limited to paragraphs 1 4, 5, 6, 7, 8, 9 and 2 above11, the Company agrees to:
(a) pay Executive twelve you two hundred percent (12200%) of your current base salary, less applicable state and federal payroll deductions, in equal installments for a period of twenty‑four (24) months of Executive’s current base salary plus Executive’s current target bonus (assuming a 100% achievement threshold), in a single lump sum on the first business day after the sixtieth Separation Date in accordance with the Company's standard payroll practices, commencing within fourteen (60th14) day days following the Termination DateEffective Date (as defined in paragraph 19 below);
(b) pay Executive you a pro rata portion lump-sum payment of Executive’s target bonus through the Termination Date$28,839.60, payable in a single lump sum no later than two which may be used for continued health benefits for you and one half months following the Termination Date and when other target bonuses are generally paid to senior executives of the Company;
(c) if Executive validly elects to continue coverage under the Company’s health insurance plan your dependents under the Consolidated Omnibus Budget Reconciliation Act of 19751985, as amended, with such lump sum payment payable within ten (10) days following the Effective Date; and
(c) with respect to your outstanding equity grants:
(i) continue the vesting of all time‑based stock options previously granted to you by the Company until November 30, 2013 as if you remained employed by the Company through such date (each of your stock options and the vesting thereof provided by this subparagraph (i) are set forth on Exhibit A hereto). On or after the Effective Date, each of your vested stock options, including such options that vest pursuant to this subparagraph (c), may be exercised at any time until the later of (A) February 28, 2014 or (B) the date provided in the applicable stock option agreement, but in no event later than ten (10) years following the date on which each such stock option was granted; to the extent that a stock option is intended to qualify as an incentive stock option pursuant to Section 422 of the Internal Revenue Code of 1986, as amended (the “COBRACode”) and consistent with it will cease to do so to the terms of COBRA and the Company’s group health insurance plan, the Company will pay the insurance premiums to continue Executive’s existing group health benefits for Executive for twelve (12) months following the Termination Date, provided that, if the Company determines in its discretion that it cannot provide such continued group health benefits without potentially violating applicable law (including, without limitation, Section 2716 of the Public Health Service Act), the Company shall in lieu thereof provide to you a taxable lump sum payment in an amount equal to twelve (12) months of such continued group health benefits, less any gross premiums previously paid under this paragraph 4(c), which payment shall be made regardless of whether you elect COBRA continuation coverage and which cash payment shall be paid out in a lump sum at the same time as the payment described in paragraph 4(a), or, if later, at the time of such determination extent required by the Companylaw; and
(dii) all time‑based restricted stock units (“RSU”) that would vest in accordance with their terms on or before June 19, 2014 had you remained employed by the Company will continue to vest as though you remained employed by the Company through such date (each of your time‑based RSUs and the vesting thereof provided by this subparagraph (ii) are set forth on Exhibit A hereto). All performance‑based RSUs that are based on the Company's Total Shareholder Return (“TSR”) relative to the performance of each of the companies in the NASDAQ‑100 Index (or other performance criteria) at the end of applicable performance periods that end on or before June 19, 2014 as set forth in the relevant RSU grant agreements will vest as of the applicable vesting dates set forth in the relevant RSU grant agreements, solely to the extent that the performance periods end on or before June 19, 2014 and the applicable TSR performance metrics for such RSUs for such performance periods are satisfied (each of your performance‑based RSUs and the potential vesting thereof provided by this subparagraph (ii) are set forth on Exhibit A hereto). Such RSUs will be settled within thirty (30) days following the date upon which the above requirements are satisfied date. Any such performance‑based RSUs for which the applicable TSR performance metrics are not satisfied shall be forfeited to the Company. The Company will not exercise any power of negative discretion under any RSU agreement to reduce the number of RSUs that otherwise would vest in accordance with the preceding except to the extent that it exercises its power of negative discretion with respect to Executive’s outstanding equity grants (other than any awards outstanding under the Company’s 2014 Employee Stock Purchase Plan, which shall be governed exclusively by the terms of those awards):
(i) twentyall executive officers with performance-five percent (25%) of the shares initially subject to each of Executive’s equity grants will accelerate and vest on the Termination Date;
(ii) if, and so long as, Executive continues to serve on the Board following the Termination Date, Executive shall be eligible to continue to vest in an additional twenty-five percent (25%) of the shares initially subject to each of Executive’s equity grants (including any awards that originally vested only based on continued employment rather than service), RSUs with the number of shares vesting on each vesting date pursuant to the original vesting schedule of each such grant as if Executive’s employment had not terminated on the Termination Date and the acceleration under paragraph 4(d)(i) had not occurred, provided that, in the event of a Change in Control (as defined in the Offer Letter) while Executive serves on the Board, any such then-unvested equity awards remaining outstanding shall immediately accelerate and become exercisable;
(iii) the substantially similar performance metrics. The remaining unvested shares subject to each of Executive’s time‑based and remaining performance‑based equity grants will expire on the Termination Separation Date and any such unvested equity grants will cease vesting and be immediately forfeited to the Company without consideration or payment thereforeCompany. It is acknowledged and agreed that the acceleration under paragraph 4(d)(i) and the continued vesting eligibility under paragraph 4(d)(ii) shall be evaluated on a grant-by-grant basis and shall be limited to the maximum number of shares initially underlying each grant;
(iv) all vested options held by Executive on the Termination Date and all other options that vest pursuant to paragraph 4(d)(i) and paragraph 4(d)(ii) above shall be exercisable for the three (3) months following the later of (i) December 31, 2017, if Executive’s termination as a director is on or before December 31, 2017, or (ii) the date of Executive’s termination as a director, if Executive’s termination as a director occurs after December 31, 2017, provided that, in each case, upon a Change of Control, the exercisability of options shall be subject to the terms of any definitive agreement effecting or evidencing the Change of Control;
(v) Executive You will remain bound by the Company’s equity incentive plans 's 2000 Equity Incentive Plan and the applicable equity agreements evidencing Executive’s your equity awards, except to the extent that they are expressly modified by this Agreement. The stock option exercise methods provided pursuant to your stock options agreements and the Company's 2000 Equity Incentive Plan prior to this Agreement will continue to be available to you to the extent permitted by the terms thereof. By signing below, Executive acknowledges you acknowledge that Executive is you are receiving the separation compensation outlined in this paragraph 4 3 in consideration for waiving Executive’s your rights to claims referred to in this Agreement and that Executive you would not otherwise be entitled to the separation compensation. Executive You also acknowledges acknowledge that if Executive violates you violate any of the terms of this Agreement, any future payments under paragraph 4 3 of this Agreement will terminate, any then‑unvested stock options and restricted stock units will terminate and any extended exercisability of stock options will terminate.
Appears in 1 contract
Separation Compensation. In exchange for Executive’s your agreement to the waiver of claims set forth in paragraph 5 below and compliance with all of the terms of this Agreement7, including but not limited to paragraphs 1 and 2 abovebelow, the Company agrees to:
(a) pay Executive you three hundred fifty thousand dollars ($350,000), less applicable state and federal payroll deductions, which constitutes twelve (12) months of Executive’s current your regular base salary plus Executive(such payment will be made in pro rata installments over twelve (12) months through the Company’s current target bonus (assuming a 100% achievement thresholdpayroll system), in a single lump sum on the first business day after the sixtieth (60th) day following the Termination Date;
(b) pay Executive a pro rata portion of Executive’s target bonus through the Termination Date, payable in a single lump sum no later than two and one half months following the Termination Date and when other target bonuses are generally paid to senior executives of the Company;
(c) if Executive validly elects reimburse any premium payments you make to continue your existing health insurance coverage under COBRA (or pursuant to another means of obtaining coverage substantially comparable to the Company’s health insurance plan under coverage provided to you prior to the Consolidated Omnibus Budget Reconciliation Act of 1975, as amended (“COBRA”termination) and consistent with the terms of COBRA and the Company’s group health insurance plan, the Company will pay the insurance premiums for up to continue Executive’s existing group health benefits for Executive for twelve (12) months following the Termination Separation Date, ; provided that, that the Company’s obligation to make these payments will cease immediately if the Company determines in its discretion that it cannot provide such continued group you become eligible for equivalent health benefits without potentially violating applicable law (including, without limitation, Section 2716 of the Public Health Service Act), the Company shall in lieu thereof provide to you a taxable lump sum payment in an amount equal to twelve (12) months of such continued group health benefits, less any gross premiums previously paid under this paragraph 4(c), which payment shall be made regardless of whether you elect COBRA continuation coverage and which cash payment shall be paid out in a lump sum at the same time as the payment described in paragraph 4(a), or, if later, at the time expense of such determination by the Companyanother employer; and
(dc) with respect to Executive’s outstanding accelerate the vesting of the equity grants (other than any awards outstanding under the Company’s 2014 Employee Stock Purchase Plan, which shall be governed exclusively previously granted to you by the terms of those awards):
(i) twentyCompany as to one-five percent (25%) half of the number of unvested shares initially subject to each of Executive’s equity grants will accelerate and vest on the Termination Date;
(ii) if, and so long as, Executive continues to serve on the Board following the Termination Date, Executive shall be eligible to continue to vest in an additional twenty-five percent (25%) as of the shares initially subject to each of Executive’s equity grants Separation Date (including any awards that originally vested only based on continued employment rather than serviceas reflected in the attached vesting schedule), with the number of shares vesting on each vesting date pursuant to the original vesting schedule of each such grant as if Executive’s employment had not terminated acceleration being effective on the Termination Effective Date and the acceleration under paragraph 4(d)(i) had not occurred, provided that, in the event of a Change in Control (as defined in the Offer Letter) while Executive serves on the Board, any such then-unvested equity awards remaining outstanding shall immediately accelerate and become exercisable;
(iii) the paragraph 17 below). The remaining unvested shares subject to each of Executive’s equity grants will expire on the Termination Separation Date and any unvested shares of Common Stock will be immediately forfeited to the Company without consideration or payment therefore. It is acknowledged and agreed that the acceleration under paragraph 4(d)(i) and the continued vesting eligibility under paragraph 4(d)(ii) shall be evaluated on a grant-by-grant basis and shall be limited pursuant to the maximum number terms of shares initially underlying each grant;
(iv) all the applicable Stock Grant Agreement and Stock Transfer Agreement. On the Effective Date, your vested options held by Executive on the Termination Date and all other stock options, including such options that vest pursuant to paragraph 4(d)(ithis subparagraph (d) and paragraph 4(d)(ii) above shall may be exercisable for the three (3) months following the later of (i) December 31exercised at any time until July 23, 2017, if Executive’s termination as a director is on or before December 31, 20172012, or (ii) earlier in the date event of Executivecertain corporate transactions described in Section 9.2 of the Company’s termination as a director, if Executive’s termination as a director occurs after December 31, 2017, provided that, in each case, upon a Change of Control2003 Stock Option Plan. Although it is under no obligation to do so, the exercisability Company may, at its sole discretion and pursuant to an agreement signed by both parties, elect to extend the period of options shall be subject exercise until November 16, 2012. To the extent a stock option is intended to qualify as an Incentive Stock Option pursuant to Section 422 of the Internal Revenue Code of 1986, as amended (the “Code”) it will cease to do so to the terms of any definitive agreement effecting or evidencing the Change of Control;
(v) Executive extent required by law. You will remain bound by the Company’s equity incentive plans and 2003 Stock Option Plan, the applicable equity agreements Stock Option Agreements, Stock Grant Agreement, and Stock Transfer Agreement evidencing Executive’s your equity awards, except . The payments described in subparagraph (a) above will commence on the 60th day after the Separation Date and will be retroactive to the extent that they are expressly modified by Separation Date provided the release is effective pursuant to paragraph 17 of this Agreement. By signing below, Executive acknowledges you acknowledge that Executive is you are receiving the separation compensation outlined in this paragraph 4 3 in consideration for waiving Executive’s your rights to claims referred to in this Agreement and that Executive you would not otherwise be entitled to the separation compensation. Executive also acknowledges You further acknowledge that this Agreement satisfies fully the Company’s obligations to provide you with severance benefits under your June 17, 2008 offer letter. Notwithstanding the foregoing, if Executive violates you fail to materially comply with any provisions of the terms confidentiality agreements described in paragraph 6 of this Agreement or the nondisparagement provisions set forth in paragraph 9 of this Agreement, any future payments then you will have no further rights to the benefits described in this paragraph 3 and the Company shall retain all other remedies under paragraph 4 of this Agreement will terminate, any then‑unvested stock options and restricted stock units will terminateAgreement.
Appears in 1 contract