Separation Payments. In consideration of the promises and covenants made by Employee in this Agreement and the Consulting Agreement, including the general waiver and release of claims which forms a material part of this Agreement and Employee’s compliance with all of the terms and conditions of this Agreement, and conditioned on Employee’s timely execution and non-revocation of this Agreement and Employee’s timely execution and non-revocation of the Reaffirmation attached hereto as Exhibit B at the conclusion of the Transition Services Period, the Company will make the following “Separation Payments” pursuant to the Severance Plan, Employment Agreement and the outstanding award agreements governing Employee’s outstanding equity awards consistent with a termination without cause pursuant to such plans and agreements: (a) the Company will pay to Employee the Employee’s accrued, but unpaid annual short term cash incentive bonus payable pursuant to the NCR Voyix Corporation Management Incentive Program (the “MIP”) that was determined to be payable for calendar year 2024 based on actual performance attainment and that Employee would have received had Employee remained employed through the date such bonuses are paid as a one-time, lump-sum payment (expected to be $540,000), less all applicable and legally required withholdings and deductions, to be paid out on the first payroll date following the sixtieth (60th) calendar day after the Separation Date in accordance with the Company’s standard payroll practices; (b) the Company will pay to Employee the prorated portion of Employee’s annual short term cash incentive bonus payable pursuant to the MIP for calendar year 2025 prorated based on the Employee’s days of service during calendar year 2025 through the Separation Date in the amount of $115,068 as a one-time, lump-sum payment, less all applicable and legally required withholdings and deductions, to be paid out on the first payroll date following the sixtieth (60th) calendar day after the Separation Date in accordance with the Company’s standard payroll practices; (c) the Company will pay to Employee severance in the amount of $4,000,000.00 as a one-time, lump-sum payment, less all applicable and legally required withholdings and deductions, to be paid out on the first payroll date following the sixtieth (60th) calendar day after the Separation Date in accordance with the Company’s standard payroll practices; (d) the Company will vest and settle with Employee, based on continued services through the last day of the Transition Services Period, 78,667 shares of time-based restricted stock units constituting a prorated portion of his unvested time-based restricted stock unit award agreements under ▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ 2017 Stock Incentive Plan, subject to the terms and conditions of such plan and agreements, including the timing of settlement; (e) the Company will vest and settle with Employee, based on Employee’s continued services through the last day of the Transition Services Period, (all share amounts are based on target performance but actual share amounts will be based on actual performance at the end of each applicable performance period, as provided in the underlying award agreements): (i) 25,546 shares of NCR Atleos performance-based restricted stock units granted on February 25, 2022, (ii) 47,345 shares of Company performance-based restricted stock units granted on February 25, 2022, (iii) 32,405 shares of NCR Atleos performance-based restricted stock units granted on December 21, 2022, (iv) 64,812 shares of Company performance-based restricted stock units granted on December 21, 2022, (v) 78,667 shares of Company performance-based restricted stock units granted on March 15, 2024, and (vi) 28,353 shares of Company performance-based restricted stock units granted on November 8, 2024, for a total of 277,128 shares of performance-based restricted stock units constituting a prorated portion of his unvested performance-based restricted stock units award agreements under the ▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ 2017 Stock Incentive Plan, subject to the terms and conditions of such plan and agreements, including the requirement that such shares remain subject to completion of the performance period and actual performance and the timing of settlement (actual share numbers will be adjusted upward or downward based on the Company’s actual performance at the end of each applicable performance period as provided under the terms of the applicable award agreements); (f) Based on continued services through the last day of the Transition Services Period, Employee will be vested in and continue to hold: (i) 21,712 NCR Atleos stock options granted on February 8, 2019, (ii) 43,424 Company stock options granted on February 8, 2019, (iii) 103,503 NCR Atleos stock options granted on February 12, 2020, and (iv) 207,006 Company stock options granted on February 12, 2020, for a total of 375,645 stock options under the ▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ 2017 Stock Incentive Plan, subject to the terms and conditions of such plan and agreements, including the required exercise price and timing of exercise; (g) the Company will provide to Employee outplacement services not to exceed $50,000, which must be completed by the period one (1) year immediately following the Separation Date using a reputable provider selected by Employee with the Company’s approval (provided, however; Employee will not be entitled to obtain cash in lieu of the outplacement services); and (h) Provided that Employee timely elects continuation coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), and is otherwise eligible for COBRA continuation coverage under applicable law, the Company will pay Employee’s COBRA premium applicable to Employee for comparable coverage under the Company’s group medical plan for a period of up to eighteen (18) consecutive months immediately following the Separation Date, provided, however, that if at any time during the eighteen (18) consecutive month period Employee becomes entitled to receive health insurance from a subsequent employer, or Employee is no longer eligible to receive COBRA continuation coverage under applicable law, the Company’s obligations under this Section 4(h) shall terminate immediately. Employee acknowledges and agrees that it is ▇▇▇▇▇▇▇▇’s sole responsibility to timely elect the COBRA continuation coverage in order to receive the COBRA benefits of this Section 4(h). Information about COBRA continuation coverage will be provided to Employee under separate cover at a later date or by Employee’s insurance provider. All other employment benefits received by Employee shall cease to be effective on the Separation Date. (i) Employee acknowledges and agrees that Employee is not eligible for any payments or benefits other than as provided in this Agreement and expressly acknowledges that he is not eligible for any additional equity interests other than the interests already owned by Employee.
Appears in 1 contract
Separation Payments. In consideration Upon your termination of employment, you will be entitled to the following payments and benefits (in each case, less applicable withholdings):
(a) As set forth in Section 8(e) of the promises and covenants made Employment Agreement, the Company will pay you a total of $440,000 (your “Separation Payments”) which is equal to one (1) times your current base annual salary. As provided by Employee in this your Employment Agreement and applicable tax rules, $220,000 will be paid in a lump sum on the Consulting first regularly occurring payroll date following the six-month anniversary of your Termination Date, and the remaining payments will be paid in consecutive semi-monthly installments commencing on the first regularly occurring payroll date following the six-month anniversary of your Termination Date.
(b) As set forth in Section 8(e) of the Employment Agreement, including you will remain eligible to receive a pro-rated portion of your Annual Bonus, based on the general waiver Annual Bonus that you would have been paid had you remained employed through December 31, 2015, prorated for the number of days you were employed by the Company during 2015 and release payable within 30 days following the completion of claims the Company’s annual audited financial statements for 2015;
(c) As set forth in Section 8(e) of the Employment Agreement, the Company will pay you (i) your base salary through the Termination Date, (ii) reimbursement for any unreimbursed business expenses incurred by you in accordance with Company policy prior to the Termination Date, (iii) employee benefits, if any, as to which forms you have a material part of this Agreement and Employee’s compliance with all of vested right under the terms and conditions of this Agreement, and conditioned on Employee’s timely execution and non-revocation of this Agreement and Employee’s timely execution and non-revocation of the Reaffirmation attached hereto as Exhibit B at the conclusion of the Transition Services Period, the Company will make the following “Separation Payments” pursuant to the Severance Plan, Employment Agreement and the outstanding award agreements governing Employee’s outstanding equity awards consistent with a termination without cause pursuant to such plans and agreements:
(a) the Company will pay to Employee the Employee’s accrued, but unpaid annual short term cash incentive bonus payable pursuant to the NCR Voyix Corporation Management Incentive Program (the “MIP”) that was determined to be payable for calendar year 2024 based on actual performance attainment and that Employee would have received had Employee remained employed through the date such bonuses are paid as a one-time, lump-sum payment (expected to be $540,000), less all applicable and legally required withholdings and deductions, to be paid out on the first payroll date following the sixtieth (60th) calendar day after the Separation Date in accordance with the Company’s standard payroll practices;
employee benefit plans or policies (b) the Company will pay to Employee the prorated portion of Employee’s annual short term cash incentive bonus payable pursuant all reduced by any amounts owed by you to the MIP for calendar year 2025 prorated based on the Employee’s days of service during calendar year 2025 through the Separation Date in the amount of $115,068 as a one-time, lump-sum payment, less all applicable Company) and legally required withholdings and deductions, to be paid out on the first payroll date following the sixtieth (60thiv) calendar day after the Separation Date in accordance with the Company’s standard payroll practices;
(c) the Company will pay to Employee severance in the amount of $4,000,000.00 as a one-time, lump-sum payment, less all applicable and legally required withholdings and deductions, to be paid out on the first payroll date following the sixtieth (60th) calendar day after the Separation Date in accordance with the Company’s standard payroll practices;your earned but unused vacation; and
(d) As set forth in Section 4 of the Option Agreement, dated May 15, 2013, by and between you and the Company (the “Option Agreement”), your unvested options granted under the Option Agreement (your “Option Grant”) will vest and settle with Employee, based on continued services through the last day of the Transition Services Period, 78,667 shares of time-based restricted stock units constituting a prorated portion of his unvested time-based restricted stock unit award agreements under ▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ 2017 Stock Incentive Plan, subject to the terms extent that they would have if you had remained employed through January 1, 2016 (and conditions the remainder of such plan and agreements, including the timing of settlement;
(e) the Company will vest and settle with Employee, based on Employee’s continued services through the last day of the Transition Services Period, (all share amounts are based on target performance but actual share amounts your Option Grant will be based on actual performance at the end of each applicable performance periodforfeited), such that you will retain 672,914 vested Stock Options which will be exercisable as provided set forth in the underlying award agreements):
(i) 25,546 shares of NCR Atleos performance-based restricted stock units granted on February 25, 2022, (ii) 47,345 shares of Company performance-based restricted stock units granted on February 25, 2022, (iii) 32,405 shares of NCR Atleos performance-based restricted stock units granted on December 21, 2022,
(iv) 64,812 shares of Company performance-based restricted stock units granted on December 21, 2022, (v) 78,667 shares of Company performance-based restricted stock units granted on March 15, 2024, and
(vi) 28,353 shares of Company performance-based restricted stock units granted on November 8, 2024, for a total of 277,128 shares of performance-based restricted stock units constituting a prorated portion of his unvested performance-based restricted stock units award agreements under the ▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ 2017 Stock Incentive Plan, subject to the terms and conditions of such plan and agreements, including the requirement that such shares remain subject to completion of the performance period and actual performance and the timing of settlement (actual share numbers Option Agreement. You will be adjusted upward or downward based on the Company’s actual performance at the end of each applicable performance period as provided under the terms of the applicable award agreements);
(f) Based on continued services through the last day of the Transition Services Period, Employee will be vested in and continue to hold:
(i) 21,712 NCR Atleos stock options granted on February 8, 2019, (ii) 43,424 Company stock options granted on February 8, 2019, (iii) 103,503 NCR Atleos stock options granted on February 12, 2020, and (iv) 207,006 Company stock options granted on February 12, 2020, for a total of 375,645 stock options under the ▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ 2017 Stock Incentive Plan, subject to the terms and conditions of such plan and agreements, including the required exercise price and timing of exercise;
(g) the Company will provide to Employee outplacement services not to exceed $50,000, which must be completed by the period one (1) year immediately following the Separation Date using a reputable provider selected by Employee with the Company’s approval (provided, however; Employee will not only be entitled to obtain cash receive the benefits in lieu Paragraph 2(a) above if you sign this Letter Agreement, reaffirm the general release and waiver of claims on or after the Termination Date and do not revoke any part of the outplacement services); and
(h) Provided that Employee timely elects continuation coverage under general release of claims within the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), and is otherwise eligible for COBRA continuation coverage under applicable law, the Company will pay Employee’s COBRA premium applicable to Employee for comparable coverage under the Company’s group medical plan for a 7-day revocation period of up to eighteen (18) consecutive months immediately following the Separation Date, provided, however, that if at any time during the eighteen (18) consecutive month period Employee becomes entitled to receive health insurance from a subsequent employer, or Employee is no longer eligible to receive COBRA continuation coverage under applicable law, the Company’s obligations under this Section 4(h) shall terminate immediately. Employee acknowledges and agrees that it is ▇▇▇▇▇▇▇▇’s sole responsibility to timely elect the COBRA continuation coverage in order to receive the COBRA benefits of this Section 4(h). Information about COBRA continuation coverage will be provided to Employee under separate cover at a later date or by Employee’s insurance provider. All other employment benefits received by Employee shall cease to be effective on the Separation Datedescribed below.
(i) Employee acknowledges and agrees that Employee is not eligible for any payments or benefits other than as provided in this Agreement and expressly acknowledges that he is not eligible for any additional equity interests other than the interests already owned by Employee.
Appears in 1 contract
Sources: Separation and Release Agreement (Stonegate Mortgage Corp)
Separation Payments. In consideration of Provided that Executive timely delivers to the promises and covenants made by Employee in this Agreement and the Consulting Agreement, including the general waiver and release of claims which forms Company a material part signed original of this Agreement and Employeedoes not revoke this Agreement, within the time period described in Section 15 herein and the Executive timely delivers the Second Release (as defined in Section 15 herein) and does not revoke it by the Final Release Date (as defined in Section 15 herein), and subject to Executive’s compliance with all the Noncompetition and Nonsolicitation, Non-Disclosure of Confidential Information, Return of Property, Intellectual Property Rights, Notification of Employment or Service Provider Relationship and Non-Disparagement provisions of the Employment Agreement and Section 10 of this Agreement (collectively, the “Post Employment Restrictive Covenants”), and the Executive’s compliance with the terms of this Agreement, the Company will pay and provide Executive, subject to the terms and conditions of this Agreement, and conditioned Executive will accept, as and on Employee’s timely execution and non-revocation behalf of this Agreement and Employee’s timely execution and non-revocation Releasor (as defined below) from the Company on behalf of the Reaffirmation attached hereto each Releasee (as Exhibit B at the conclusion of the Transition Services Perioddefined below), the Company will make following cash payments, benefits and stock awards (the following “Separation Payments” pursuant ”) in consideration for Executive’s release of claims against the Company and Releasees and Executive’s agreeing to the Severance Plan, Employment Agreement covenants and the outstanding award agreements governing Employee’s outstanding equity awards consistent with a termination without cause pursuant to such plans and agreementsobligations set forth in this Agreement:
(ai) cash severance pay in the Company will pay to Employee the Employee’s accruedgross amount of $500,000, but unpaid annual short term cash incentive bonus payable pursuant to the NCR Voyix Corporation Management Incentive Program (the “MIP”) that was determined to be payable for calendar year 2024 based on actual performance attainment and that Employee would have received had Employee remained employed through the date such bonuses are paid as a one-time, lump-sum payment (expected to be $540,000), less all applicable and legally required withholdings and deductions, to be paid out on the first payroll date following the sixtieth (60th) calendar day after the Separation Date in accordance with the Company’s standard payroll practices;
(b) the Company will pay to Employee the prorated portion , in substantially equal monthly installments over a period of Employee’s annual short term cash incentive bonus payable pursuant to the MIP for calendar year 2025 prorated based on the Employee’s days of service during calendar year 2025 through the Separation Date in the amount of $115,068 as a one-time, lump-sum payment, less all applicable and legally required withholdings and deductions, to be paid out on the first payroll date 12 months following the sixtieth (60th) calendar day after the Separation Date Designated Date, subject to this Agreement becoming effective and irrevocable in accordance with the Company’s standard payroll practicesterms herein;
(cii) vesting on March 5, 2016 of unvested options to purchase 35,000 shares of Company stock that were awarded to Executive in respect of the Company will pay to Employee severance in the amount of $4,000,000.00 as a one-time, lump-sum payment, less all applicable and legally required withholdings and deductions, to be paid out on the first payroll date following the sixtieth (60th) calendar day after the Separation Date in accordance with the Company’s standard payroll practicesInitial Equity Grant;
(d) the Company will vest and settle with Employee, based on continued services through the last day of the Transition Services Period, 78,667 shares of time-based restricted stock units constituting a prorated portion of his unvested time-based restricted stock unit award agreements under ▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ 2017 Stock Incentive Plan, subject to the terms and conditions of such plan and agreements, including the timing of settlement;
(e) the Company will vest and settle with Employee, based on Employee’s continued services through the last day of the Transition Services Period, (all share amounts are based on target performance but actual share amounts will be based on actual performance at the end of each applicable performance period, as provided in the underlying award agreements):
(i) 25,546 shares of NCR Atleos performance-based restricted stock units granted on February 25, 2022, (ii) 47,345 shares of Company performance-based restricted stock units granted on February 25, 2022, (iii) 32,405 shares reimbursement for the cost of NCR Atleos performance-based restricted stock units granted on December 21, 2022,
(iv) 64,812 shares of Company performance-based restricted stock units granted on December 21, 2022, (v) 78,667 shares of Company performance-based restricted stock units granted on March 15, 2024, and
(vi) 28,353 shares of Company performance-based restricted stock units granted on November 8, 2024, for a total of 277,128 shares of performance-based restricted stock units constituting a prorated portion of his unvested performance-based restricted stock units award agreements under the ▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ 2017 Stock Incentive Plan, subject to the terms and conditions of such plan and agreements, including the requirement that such shares remain subject to completion of the performance period and actual performance and the timing of settlement (actual share numbers will be adjusted upward or downward based on the Company’s actual performance at the end of each applicable performance period as provided under the terms of the applicable award agreements);
(f) Based on continued services through the last day of the Transition Services Period, Employee will be vested in and continue to hold:
(i) 21,712 NCR Atleos stock options granted on February 8, 2019, (ii) 43,424 Company stock options granted on February 8, 2019, (iii) 103,503 NCR Atleos stock options granted on February 12, 2020, and (iv) 207,006 Company stock options granted on February 12, 2020, for a total of 375,645 stock options under the ▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ 2017 Stock Incentive Plan, subject to the terms and conditions of such plan and agreements, including the required exercise price and timing of exercise;
(g) the Company will provide to Employee outplacement services not to exceed $50,000, which must be completed by the period one (1) year immediately following the Separation Date using a reputable provider selected by Employee with the Company’s approval (provided, however; Employee will not be entitled to obtain cash in lieu of the outplacement services); and
(h) Provided that Employee timely elects health insurance continuation coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended 1985 (“COBRA”), and is otherwise eligible for COBRA continuation coverage under applicable law, in excess of the cost of such benefits that active employees of the Company will pay Employee’s COBRA premium applicable are required to Employee for comparable coverage under the Company’s group medical plan pay, for a period of up 12 months (or until Executive obtains individual or family coverage through another employer, if earlier) (the “COBRA Period”), provided that Executive elects COBRA coverage and subject to eighteen the conditions that: (18A) consecutive months Executive is responsible for immediately following notifying the Separation Company if Executive obtains alternative insurance coverage, (B) Executive will be responsible for the entire COBRA premium amount after the end of the COBRA Period; (C) if Executive declines COBRA coverage, then the Company will not make any alternative payment to Executive in lieu of paying for COBRA premiums, and (D) such COBRA reimbursement payments shall be paid on an after tax basis as additional taxable compensation to the Executive;
(iv) vesting of $2,108,000 and $1,018,000, which is 100% of the unpaid deferred cash portion of Executive’s annual bonuses awarded for years prior to the Designated Date, with payment thereof to be on the dates such bonuses are paid to other senior executives of the Company (for the avoidance of doubt, any such deferred cash shall remain subject to any reduction provisions applicable to members of senior management with respect to their deferred amounts from such prior years; provided that such deferral period shall not be longer than four fiscal years after the date such deferred cash was first granted);
(v) continued vesting of 100% of the unvested options to purchase shares of Company stock and the unvested shares of restricted stock of the Company, that were awarded to Executive in respect of the annual bonuses for years prior to the Designated Date and are listed below, such that such options and restricted stock shall vest on the dates they would otherwise vest had the Executive remained an employee of the Company in such amounts and on such dates as follows: (A) 94,979 options vest on November 29, 2015; (B) 99,652 options vest on November 29, 2016; (C) 43,914 options vest on November 29, 2017, (D) 226,305 restricted shares vest on November 29, 2015; (E) 238,816 restricted shares vest on November 29, 2016 and (F) 99,980 restricted shares vest on November 29, 2017; provided, however, that if at any time during it is acknowledged and agreed that Executive has elected to cause the eighteen Company to withhold or repurchase shares to the statutory minimum tax withholding levels (18which includes for Company restricted stock taxation when employment ends) consecutive month period Employee becomes entitled and subject to receive health insurance from the Debt Limitations;
(vi) a subsequent employer, or Employee is no longer eligible to receive COBRA continuation coverage under applicable law, bonus for the Company’s obligations under this Section 4(h2015 fiscal year equal to $1,000,000, payable entirely in cash, on or prior to November 30, 2015; provided that the Company shall have filed its Annual Report on Form 10-K and the Executive shall have signed all applicable related Certifications on or prior to such date; and
(vii) if a Change in Control occurs after the Effective Date, then Executive’s outstanding equity awards in the Company shall terminate immediately. Employee acknowledges and agrees that it is ▇▇▇▇▇▇▇▇become fully vested upon the later of the date of (x) such Change in Control or (y) Executive’s sole responsibility to timely elect the COBRA continuation coverage in order to receive the COBRA benefits termination of this Section 4(hemployment (other than a termination for Cause). Information about COBRA continuation coverage will be provided to Employee under separate cover at a later date or by Employee’s insurance provider. All other employment benefits received by Employee shall cease to be effective on For the Separation Date.
(i) Employee acknowledges avoidance of doubt and agrees that Employee is not eligible for any payments or benefits other than as provided notwithstanding anything in this Agreement to the contrary, except as set forth in the last sentence of Section 11 hereof, (x) the Separation Payments (or rights set forth in Section 3(a) above) contemplated to be paid or provided by Section 3(a) above prior to January 1, 2016 shall not be made (or become effective) prior to the Effective Date and expressly acknowledges that he is (y) the Separation Payments (or rights set forth in Section 3(a) above) contemplated to be paid or provided by Section 3(a) above on or after January 1, 2016 shall not eligible for any additional equity interests other than be made (or become effective) prior to the interests already owned by EmployeeFinal Release Date; it being understood and agreed the Executive (or his estate or administrator) shall be entitled to, and the Company shall pay in accordance with the terms of Section 3(a) above, the Separation Payments in the event of the Executive’s death following the Effective Date.
Appears in 1 contract
Separation Payments. (a) In consideration of the promises and covenants made by Employee in this Agreement and event that the Consulting Agreement, including the general waiver and release of claims which forms a material part of this Agreement and Employee’s compliance Executive's employment with all of the terms and conditions of this Agreement, and conditioned on Employee’s timely execution and non-revocation of this Agreement and Employee’s timely execution and non-revocation of the Reaffirmation attached hereto as Exhibit B at the conclusion of the Transition Services Period, the Company will make is terminated on or prior to March 31, 2004, by the following “Separation Payments” pursuant Company without Cause or by the Executive for Good Reason, in addition to the Severance Planany other pay and/or benefits which have accrued to Executive, Employment Agreement Executive shall receive separation payments and the outstanding award agreements governing Employee’s outstanding equity awards consistent with a termination without cause pursuant to such plans and agreementsbenefits as follows:
(a1) continuation of Executive's then-effective base annual salary for the longer of: (i) the Company will pay to Employee period commencing on the Employee’s accrued, but unpaid annual short term cash incentive bonus payable pursuant to effective date of the NCR Voyix Corporation Management Incentive Program Executive's termination of employment (the “MIP”"Termination Date") that was determined to be payable for calendar and ending on March 31, 2004; and (ii) the period commencing on the Termination Date and ending on the one- year 2024 based on actual performance attainment and that Employee would have received had Employee remained employed through anniversary of the date Termination Date; such bonuses are paid as a one-time, lump-sum payment (expected to be $540,000), less all applicable and legally required withholdings and deductions, salary continuation to be paid out on a semi-monthly basis in arrears for the appropriate period; plus
(2) an amount equal to two times Executive's target APC for the year in which Executive's employment is terminated, minus any amount of APC paid or payable to Executive for any period on or prior to March 31, 2004. The APC shall be payable to the Executive on the first payroll date following the sixtieth (60th) calendar day after the Separation Date in accordance with dates of APC payment to other executives of the Company’s standard payroll practices;
(b) ; it being understood that the Executive does not need to be employed by the Company will pay to Employee the prorated portion on any date of Employee’s annual short term cash incentive bonus payable pursuant to the MIP for calendar year 2025 prorated based on the Employee’s days of service during calendar year 2025 through the Separation Date in the amount of $115,068 as a one-time, lump-sum payment, less all applicable and legally required withholdings and deductions, to be paid out on the first payroll date following the sixtieth (60th) calendar day after the Separation Date in accordance with the Company’s standard payroll practices;
(c) the Company will pay to Employee severance in the amount of $4,000,000.00 as a one-time, lump-sum payment, less all applicable and legally required withholdings and deductions, to be paid out on the first payroll date following the sixtieth (60th) calendar day after the Separation Date in accordance with the Company’s standard payroll practices;
(d) the Company will vest and settle with Employee, based on continued services through the last day of the Transition Services Period, 78,667 shares of time-based restricted stock units constituting a prorated portion of his unvested time-based restricted stock unit award agreements under ▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ 2017 Stock Incentive Plan, subject to the terms and conditions of such plan and agreements, including the timing of settlement;
(e) the Company will vest and settle with Employee, based on Employee’s continued services through the last day of the Transition Services Period, (all share amounts are based on target performance but actual share amounts will be based on actual performance at the end of each applicable performance period, as provided in the underlying award agreements):
(i) 25,546 shares of NCR Atleos performance-based restricted stock units granted on February 25, 2022, (ii) 47,345 shares of Company performance-based restricted stock units granted on February 25, 2022, (iii) 32,405 shares of NCR Atleos performance-based restricted stock units granted on December 21, 2022,
(iv) 64,812 shares of Company performance-based restricted stock units granted on December 21, 2022, (v) 78,667 shares of Company performance-based restricted stock units granted on March 15, 2024, and
(vi) 28,353 shares of Company performance-based restricted stock units granted on November 8, 2024, for a total of 277,128 shares of performance-based restricted stock units constituting a prorated portion of his unvested performance-based restricted stock units award agreements under the ▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ 2017 Stock Incentive Plan, subject to the terms and conditions of such plan and agreements, including the requirement that such shares remain subject to completion of the performance period and actual performance and the timing of settlement (actual share numbers will be adjusted upward or downward based on the Company’s actual performance at the end of each applicable performance period as provided under the terms of the applicable award agreements);
(f) Based on continued services through the last day of the Transition Services Period, Employee will be vested in and continue to hold:
(i) 21,712 NCR Atleos stock options granted on February 8, 2019, (ii) 43,424 Company stock options granted on February 8, 2019, (iii) 103,503 NCR Atleos stock options granted on February 12, 2020, and (iv) 207,006 Company stock options granted on February 12, 2020, for a total of 375,645 stock options under the ▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ 2017 Stock Incentive Plan, subject to the terms and conditions of such plan and agreements, including the required exercise price and timing of exercise;
(g) the Company will provide to Employee outplacement services not to exceed $50,000, which must be completed by the period one (1) year immediately following the Separation Date using a reputable provider selected by Employee with the Company’s approval (provided, however; Employee will not be entitled to obtain cash in lieu of the outplacement services); and
(h) Provided that Employee timely elects continuation coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), and is otherwise eligible for COBRA continuation coverage under applicable law, the Company will pay Employee’s COBRA premium applicable to Employee for comparable coverage under the Company’s group medical plan for a period of up to eighteen (18) consecutive months immediately following the Separation Date, provided, however, that if at any time during the eighteen (18) consecutive month period Employee becomes entitled to receive health insurance from a subsequent employer, or Employee is no longer eligible to receive COBRA continuation coverage under applicable law, the Company’s obligations under this Section 4(h) shall terminate immediately. Employee acknowledges and agrees that it is ▇▇▇▇▇▇▇▇’s sole responsibility to timely elect the COBRA continuation coverage payment in order to receive the COBRA APC set forth in this subparagraph 8(a)(2) or in order to receive the APC earned in the year immediately preceding the year in which Executive's employment is terminated; plus
(3) continued vesting of all equity awards through March 31, 2004 (with stock options being exercisable in accordance with the terms of stock options granted generally to executives of the Company, but the date of termination of employment being deemed March 31, 2004); plus
(4) full vesting of his deferred compensation benefit; plus
(5) continuation of the Benefits through March 31, 2004.
(b) Without regard to the end of the term under 2 above, in the event that the Executive's employment with the Company is terminated on or after April 1, 2004, by the Company without Cause, in addition to any other pay and/or benefits which have accrued to Executive, Executive shall receive separation payments and benefits as follows:
(1) continuation of this Section 4(h)Executive's then-effective base annual salary for the period commencing on the Termination Date and ending on the one-year anniversary of the Termination Date, paid on a semi-monthly basis in arrears; plus
(2) one times Executive's target APC for the year in which Executive's employment is terminated. Information about COBRA continuation coverage will APC shall be provided payable to Employee under separate cover at a later date or by Employee’s insurance provider. All the Executive on the dates of APC payment to other employment benefits received by Employee shall cease executives of the Company; it being understood that the Executive does not need to be effective employed by the Company on any date of payment in order to receive the Separation APC set forth in this subparagraph 8(b)(2) or in order to receive the APC earned in the year immediately preceding the year in which Executive's employment is terminated; plus
(3) continued vesting of all equity awards through the one-year anniversary of the Termination Date (with stock options being exercisable in accordance with the terms of stock options granted generally to executives of the Company, but the date of termination of employment being deemed the one-year anniversary of the Termination Date); plus
(4) full vesting of his deferred compensation benefit; plus
(5) continuation of the Benefits through the one-year anniversary of the Termination Date.
(ic) Employee acknowledges If Executive becomes reemployed with the Company prior to the end of the period during which he receives salary continuation pursuant to 8(a) or 8(b) above, the payments set forth in subparagraphs 8(a) or 8(b) shall cease immediately and agrees that Employee is not eligible for any payments or benefits other than as provided irrevocably and Executive shall receive only remuneration from the Company in this Agreement and expressly acknowledges that he is not eligible for any additional equity interests other than the interests already owned by Employeeconnection with Executive's new position.
Appears in 1 contract
Separation Payments. In consideration of a. If you decide to trigger the promises and covenants made by Employee Early Resignation End Date, in this Agreement and the Consulting Agreement, including the general waiver and release of claims which forms a material part of this Agreement and Employee’s compliance with all of the terms and conditions of this Agreement, and conditioned on Employee’s exchange for your timely execution and non-revocation of this Letter Agreement, including the Release in Section (6) of this Letter Agreement, and the Affirmation of Letter Agreement and EmployeeRelease of Claims which is attached hereto as Exhibit A and your continued compliance with the terms of your Employment Agreement and this Letter Agreement, the Company agrees to:
(i) continue payment of your Base Salary less lawful deductions through the Early Resignation End Date, which shall be paid in semi-monthly payments on the Company’s regular payroll dates;
(ii) pay you a one-time separation payment equal to (A) the Base Salary you would have received between the Early Resignation End Date and the Planned Employment End Date, plus (B) Five Hundred Sixty-Five Thousand Five Hundred and Six Dollars (US $565,506), less (C) deductions required by law (the “Early Separation Payment”). The Early Separation Payment shall be made within thirty (30) days following the Early Resignation End Date, provided you timely sign and do not revoke the Affirmation of Letter Agreement and Release of Claims, which is attached hereto as Exhibit A. The Early Separation Payment shall not be considered compensation for purposes of any employee benefit plan, program, policy or arrangement maintained or hereafter established by the Company or any of its affiliates; and 2 | Page
(iii) provide you the Senior Executive Benefits through the Early Resignation End Date.
b. If your employment has not been terminated for the reasons set forth in Section 4(a) above, your last day of employment shall be the Planned Employment End Date, and in exchange for your timely execution and non-revocation of this Agreement, including the Reaffirmation Release in Section 6 of this Letter Agreement, and the Affirmation of Letter Agreement and Release of Claims which is attached hereto as Exhibit B at A and your continued compliance with the conclusion terms of the Transition Services Periodyour Employment Agreement and this Letter Agreement, the Company will make the following “Separation Payments” pursuant to the Severance Plan, Employment Agreement and the outstanding award agreements governing Employee’s outstanding equity awards consistent with a termination without cause pursuant to such plans and agreements:
(a) the Company will pay to Employee the Employee’s accrued, but unpaid annual short term cash incentive bonus payable pursuant to the NCR Voyix Corporation Management Incentive Program (the “MIP”) that was determined to be payable for calendar year 2024 based on actual performance attainment and that Employee would have received had Employee remained employed through the date such bonuses are paid as a one-time, lump-sum payment (expected to be $540,000), less all applicable and legally required withholdings and deductions, to be paid out on the first payroll date following the sixtieth (60th) calendar day after the Separation Date in accordance with the Company’s standard payroll practices;
(b) the Company will pay to Employee the prorated portion of Employee’s annual short term cash incentive bonus payable pursuant to the MIP for calendar year 2025 prorated based on the Employee’s days of service during calendar year 2025 through the Separation Date in the amount of $115,068 as a one-time, lump-sum payment, less all applicable and legally required withholdings and deductions, to be paid out on the first payroll date following the sixtieth (60th) calendar day after the Separation Date in accordance with the Company’s standard payroll practices;
(c) the Company will pay to Employee severance in the amount of $4,000,000.00 as a one-time, lump-sum payment, less all applicable and legally required withholdings and deductions, to be paid out on the first payroll date following the sixtieth (60th) calendar day after the Separation Date in accordance with the Company’s standard payroll practices;
(d) the Company will vest and settle with Employee, based on continued services through the last day of the Transition Services Period, 78,667 shares of time-based restricted stock units constituting a prorated portion of his unvested time-based restricted stock unit award agreements under ▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ 2017 Stock Incentive Plan, subject to the terms and conditions of such plan and agreements, including the timing of settlement;
(e) the Company will vest and settle with Employee, based on Employee’s continued services through the last day of the Transition Services Period, (all share amounts are based on target performance but actual share amounts will be based on actual performance at the end of each applicable performance period, as provided in the underlying award agreements):
(i) 25,546 shares of NCR Atleos performance-based restricted stock units granted on February 25, 2022, (ii) 47,345 shares of Company performance-based restricted stock units granted on February 25, 2022, (iii) 32,405 shares of NCR Atleos performance-based restricted stock units granted on December 21, 2022,
(iv) 64,812 shares of Company performance-based restricted stock units granted on December 21, 2022, (v) 78,667 shares of Company performance-based restricted stock units granted on March 15, 2024, and
(vi) 28,353 shares of Company performance-based restricted stock units granted on November 8, 2024, for a total of 277,128 shares of performance-based restricted stock units constituting a prorated portion of his unvested performance-based restricted stock units award agreements under the ▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ 2017 Stock Incentive Plan, subject to the terms and conditions of such plan and agreements, including the requirement that such shares remain subject to completion of the performance period and actual performance and the timing of settlement (actual share numbers will be adjusted upward or downward based on the Company’s actual performance at the end of each applicable performance period as provided under the terms of the applicable award agreements);
(f) Based on continued services through the last day of the Transition Services Period, Employee will be vested in and continue to holdagrees to:
(i) 21,712 NCR Atleos stock options granted continue payment of your Base Salary less lawful deductions for the period May 16, 2020 through the Planned Employment End Date, which will be paid in semi-monthly payments on February 8, 2019, the Company’s regular payroll dates;
(ii) 43,424 Company stock options granted on February 8pay you a one-time separation payment equal to Five Hundred Sixty-Five Thousand Five Hundred and Six Dollars (US $565,506), 2019less deductions required by law (the “Planned Separation Payment”). The Planned Separation Payment shall be made within thirty (30) days following the Planned Employment Date, (iii) 103,503 NCR Atleos stock options granted on February 12provided you timely sign and do not revoke the Affirmation of Letter Agreement and Release of Claims, 2020which is attached hereto as Exhibit A. The Planned Separation Payment shall not be considered compensation for purposes of any employee benefit plan, and (iv) 207,006 Company stock options granted on February 12program, 2020, for a total of 375,645 stock options under the ▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ 2017 Stock Incentive Plan, subject to the terms and conditions of such plan and agreements, including the required exercise price and timing of exercise;
(g) policy or arrangement maintained or hereafter established by the Company will provide to Employee outplacement services not to exceed $50,000, which must be completed by the period one (1) year immediately following the Separation Date using a reputable provider selected by Employee with the Company’s approval (provided, however; Employee will not be entitled to obtain cash in lieu or any of the outplacement services)its affiliates; and
(hiii) Provided that Employee timely elects continuation coverage under provide you the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), and is otherwise eligible for COBRA continuation coverage under applicable law, Senior Executive Benefits through the Company will pay Employee’s COBRA premium applicable to Employee for comparable coverage under the Company’s group medical plan for a period of up to eighteen (18) consecutive months immediately following the Separation Date, provided, however, that if at any time during the eighteen (18) consecutive month period Employee becomes entitled to receive health insurance from a subsequent employer, or Employee is no longer eligible to receive COBRA continuation coverage under applicable law, the Company’s obligations under this Section 4(h) shall terminate immediately. Employee acknowledges and agrees that it is ▇▇▇▇▇▇▇▇’s sole responsibility to timely elect the COBRA continuation coverage in order to receive the COBRA benefits of this Section 4(h). Information about COBRA continuation coverage will be provided to Employee under separate cover at a later date or by Employee’s insurance provider. All other employment benefits received by Employee shall cease to be effective on the Separation Planned Employment End Date.
(i) Employee acknowledges c. You acknowledge and agrees that Employee is not eligible for any payments or benefits other than as provided in this Agreement and expressly acknowledges that he is not eligible for any additional equity interests represent that, other than the interests Early Separation Payment or the Planned Separation Payment, you will have already owned received all compensation to which you were entitled by Employeevirtue of your employment relationship with the Company, including any entitlements outlined in your Employment Agreement, as of your Employment End Date.
d. You understand and agree that during the period between May 16, 2020 and your Employment End Date, you remain subject to all Company policies, procedures, and practices.
Appears in 1 contract
Sources: Employment Agreement (Sensata Technologies Holding PLC)
Separation Payments. In consideration Provided that, after the Separation Date but prior to February 13, 2018, the Executive signs the General Release of Claims attached hereto and incorporated herein as Exhibit A (the “Release”), and such Release is not revoked during the time period specified therein, then, upon the Effective Date of the promises and covenants made by Employee Release (as defined in this Agreement and the Consulting AgreementRelease), including the general waiver and release of claims which forms a material part of this Agreement and Employee’s compliance with all of the terms and conditions of this Agreement, and conditioned on Employee’s timely execution and non-revocation of this Agreement and Employee’s timely execution and non-revocation of the Reaffirmation attached hereto as Exhibit B at the conclusion of the Transition Services Period, the Company Executive will make be entitled to the following “Separation Payments” pursuant to payments as separation benefits from the Severance Plan, Employment Agreement and the outstanding award agreements governing Employee’s outstanding equity awards consistent with a termination without cause pursuant to such plans and agreementsCompany:
(a) the Company will pay continuation of her salary at a rate equal to Employee the Employee’s accrued, but unpaid annual short term cash incentive bonus payable pursuant 100 percent (100%) of her base salary as it existed immediately prior to the NCR Voyix Corporation Management Incentive Program Separation Date (the “MIPSeverance Payments”), in accordance with the Company’s regular payroll cycle for the period beginning on the day after the Separation Date and continuing for 12 months thereafter (the “Separation Pay Period”);
(b) provided Executive properly elects COBRA coverage under the Company’s group health plan(s), Executive will be eligible for discounted COBRA rates for the earlier of the first six months following the Separation Date, or until she obtains other employment. Executive agrees to notify the Company of any new employment providing her with health insurance that was determined commences prior to the end of the first six months following the Separation Date. After the first six months following the Separation Date, the Executive will be required to pay the full COBRA rate to continue coverage under the Company’s group health plan(s). Executive is responsible for making payments directly to the Company’s COBRA vendor, as COBRA payments will not be deducted from Severance Payments.
(c) notwithstanding any plan requirement to be payable employed by the Company as of December 31, 2017, Executive will be eligible for calendar year 2024 a bonus, measured as if she continued to participate in the Company’s 2017 bonus plan for its senior executive management group, pro-rated based on actual performance attainment her employment for the period January 1, 2017 through December 15, 2017. If and that Employee would have received had Employee remained employed through to the date such bonuses extent bonus payments are paid as to the senior executive management group under the Company’s executive incentive compensation plan, then Executive will be entitled to her pro-rata bonus participation at a one-time, lump-sum payout level similar to other Section 16 Officers located at the Company’s headquarters facility. To the extent any bonus payment for 2017 becomes payable to Executive under this clause (expected to be $540,000c), less all applicable the Company will make such payment to Executive during 2018 and legally required withholdings and deductions, at the same time as payments are made to be paid out the other senior executives; and
(d) the Company will provide Executive with executive outplacement services that are customarily provided to terminated senior management employees from ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇/CPI Partner. The Company will request that ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇/CPI Partner contact Executive to arrange commencement of the outplacement assistance package. The Severance Payments will commence on the first payroll date following the sixtieth (60th) calendar day after Effective Date of the Release. Any payments that were not paid between the Separation Date and the Effective Date of the Release shall be paid retroactively in accordance a lump sum on the first payment date. Each payment shall be less any applicable payroll taxes and withholdings and paid in a manner consistent with the Company’s standard regular payroll practices;
(b) the Company will pay to Employee the prorated portion of Employee’s annual short term cash incentive bonus payable pursuant to the MIP for calendar year 2025 prorated based on the Employee’s days of service during calendar year 2025 through the Separation Date in the amount of $115,068 as a one-time, lump-sum payment, less all applicable and legally required withholdings and deductions, to be paid out on the first payroll date following the sixtieth (60th) calendar day after the Separation Date in accordance with the Company’s standard payroll practices;
(c) the Company will pay to Employee severance in the amount of $4,000,000.00 as a one-time, lump-sum payment, less all applicable and legally required withholdings and deductions, to be paid out on the first payroll date following the sixtieth (60th) calendar day after the Separation Date in accordance with the Company’s standard payroll practices;
(d) the Company will vest and settle with Employee, based on continued services through the last day of the Transition Services Period, 78,667 shares of time-based restricted stock units constituting a prorated portion of his unvested time-based restricted stock unit award agreements under ▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ 2017 Stock Incentive Plan, subject to the terms and conditions of such plan and agreements, including the timing of settlement;
(e) the Company will vest and settle with Employee, based on Employee’s continued services through the last day of the Transition Services Period, (all share amounts are based on target performance but actual share amounts will be based on actual performance at the end of each applicable performance period, as provided in the underlying award agreements):
(i) 25,546 shares of NCR Atleos performance-based restricted stock units granted on February 25, 2022, (ii) 47,345 shares of Company performance-based restricted stock units granted on February 25, 2022, (iii) 32,405 shares of NCR Atleos performance-based restricted stock units granted on December 21, 2022,
(iv) 64,812 shares of Company performance-based restricted stock units granted on December 21, 2022, (v) 78,667 shares of Company performance-based restricted stock units granted on March 15, 2024, and
(vi) 28,353 shares of Company performance-based restricted stock units granted on November 8, 2024, for a total of 277,128 shares of performance-based restricted stock units constituting a prorated portion of his unvested performance-based restricted stock units award agreements under the ▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ 2017 Stock Incentive Plan, subject to the terms and conditions of such plan and agreements, including the requirement that such shares remain subject to completion of the performance period and actual performance and the timing of settlement (actual share numbers will be adjusted upward or downward based on the Company’s actual performance at the end of each applicable performance period as provided under the terms of the applicable award agreements);
(f) Based on continued services through the last day of the Transition Services Period, Employee will be vested in and continue to hold:
(i) 21,712 NCR Atleos stock options granted on February 8, 2019, (ii) 43,424 Company stock options granted on February 8, 2019, (iii) 103,503 NCR Atleos stock options granted on February 12, 2020, and (iv) 207,006 Company stock options granted on February 12, 2020, for a total of 375,645 stock options under the ▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ 2017 Stock Incentive Plan, subject to the terms and conditions of such plan and agreements, including the required exercise price and timing of exercise;
(g) the Company will provide to Employee outplacement services not to exceed $50,000, which must be completed by the period one (1) year immediately following the Separation Date using a reputable provider selected by Employee with the Company’s approval (provided, however; Employee will not be entitled to obtain cash in lieu of the outplacement services); and
(h) Provided that Employee timely elects continuation coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), and is otherwise eligible for COBRA continuation coverage under applicable law, the Company will pay Employee’s COBRA premium applicable to Employee for comparable coverage under the Company’s group medical plan for a period of up to eighteen (18) consecutive months immediately following the Separation Date, provided, however, that if at any time during the eighteen (18) consecutive month period Employee becomes entitled to receive health insurance from a subsequent employer, or Employee is no longer eligible to receive COBRA continuation coverage under applicable law, the Company’s obligations under this Section 4(h) shall terminate immediately. Employee acknowledges and agrees that it is ▇▇▇▇▇▇▇▇’s sole responsibility to timely elect the COBRA continuation coverage in order to receive the COBRA benefits of this Section 4(h). Information about COBRA continuation coverage will be provided to Employee under separate cover at a later date or by Employee’s insurance provider. All other employment benefits received by Employee shall cease to be effective on the Separation Date.
(i) Employee acknowledges and agrees that Employee is not eligible for any payments or benefits other than as provided in this Agreement and expressly acknowledges that he is not eligible for any additional equity interests other than the interests already owned by Employee.
Appears in 1 contract
Sources: Separation Agreement (Invacare Corp)
Separation Payments. In consideration of the promises and covenants made by Employee in for your obligations under this Agreement and the Consulting Letter Agreement, including but not limited to the general waiver Release and release Waiver of claims which forms a material part of Claims attached as Appendix A to this Agreement and Employee’s compliance with all of the terms and conditions of this Letter Agreement, and conditioned on Employee’s timely execution and non-revocation subject to the other provisions of this Agreement Letter Agreement, and Employee’s timely execution and non-revocation of the Reaffirmation attached hereto as Exhibit B at the conclusion of the Transition Services Period, the Company will make the following “Separation Payments” pursuant to the Severance Plan, Employment Agreement and the outstanding award agreements governing Employee’s outstanding equity awards consistent in accordance with a termination without cause pursuant to such plans and agreements:
(a) Section 1(a) of the Company will pay to Employee the Employee’s accruedPost Employment Competition Agreement, but unpaid annual short term cash incentive bonus payable pursuant to the NCR Voyix Corporation Management Incentive Program (the “MIP”) that was determined to be payable for calendar year 2024 based on actual performance attainment and that Employee would have received had Employee remained employed through the date such bonuses are paid as a one-time, lump-sum payment (expected to be $540,000), less all applicable and legally required withholdings and deductions, to be paid out on the first payroll date following the sixtieth (60th) calendar day after the Separation Date in accordance with the Company’s standard payroll practices;
(b) the Company will pay to Employee the prorated portion of Employee’s annual short term cash incentive bonus payable pursuant to the MIP for calendar year 2025 prorated based on the Employee’s days of service during calendar year 2025 through the Separation Date in the amount you shall receive payments of $115,068 as a one-time141,666.66 per month, lump-sum payment, less all applicable and legally required withholdings and deductions, to be paid out on the first payroll date following the sixtieth (60th) calendar day after the Separation Date in accordance with the Company’s standard payroll practices;
(c) the Company will pay to Employee severance in the amount of $4,000,000.00 as a one-time, lump-sum payment, less all applicable and legally required withholdings and deductions, to be paid out on the first payroll date following the sixtieth (60th) calendar day after the Separation Date in accordance with the Company’s standard payroll practices;
(d) the Company will vest and settle with Employee, based on continued services through the last day of the Transition Services Period, 78,667 shares of time-based restricted stock units constituting a prorated portion of his unvested time-based restricted stock unit award agreements under ▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ 2017 Stock Incentive Plan, subject to the terms and conditions of such plan and agreements, including the timing of settlement;
(e) the Company will vest and settle with Employee, based on Employee’s continued services through the last day of the Transition Services Period, (all share amounts are based on target performance but actual share amounts will be based on actual performance at the end of each applicable performance period, as provided in the underlying award agreements):
(i) 25,546 shares of NCR Atleos performance-based restricted stock units granted on February 25, 2022, (ii) 47,345 shares of Company performance-based restricted stock units granted on February 25, 2022, (iii) 32,405 shares of NCR Atleos performance-based restricted stock units granted on December 21, 2022,
(iv) 64,812 shares of Company performance-based restricted stock units granted on December 21, 2022, (v) 78,667 shares of Company performance-based restricted stock units granted on March 15, 2024, and
(vi) 28,353 shares of Company performance-based restricted stock units granted on November 8, 2024, for a total of 277,128 shares of performance-based restricted stock units constituting a prorated portion of his unvested performance-based restricted stock units award agreements under the ▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ 2017 Stock Incentive Plan, subject to the terms and conditions of such plan and agreements, including the requirement that such shares remain subject to completion of the performance period and actual performance and the timing of settlement (actual share numbers will be adjusted upward or downward based on the Company’s actual performance at the end of each applicable performance period as provided under the terms of the applicable award agreements);
(f) Based on continued services through the last day of the Transition Services Period, Employee will be vested in and continue to hold:
(i) 21,712 NCR Atleos stock options granted on February 8, 2019, (ii) 43,424 Company stock options granted on February 8, 2019, (iii) 103,503 NCR Atleos stock options granted on February 12, 2020, and (iv) 207,006 Company stock options granted on February 12, 2020, for a total of 375,645 stock options under the ▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ 2017 Stock Incentive Plan, subject to the terms and conditions of such plan and agreements, including the required exercise price and timing of exercise;
(g) the Company will provide to Employee outplacement services not to exceed $50,000, which must be completed by the period one (1) year immediately following the Separation Date using a reputable provider selected by Employee with the Company’s approval (provided, however; Employee will not be entitled to obtain cash in lieu of the outplacement services); and
(h) Provided that Employee timely elects continuation coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), and is otherwise eligible for COBRA continuation coverage under applicable law, the Company will pay Employee’s COBRA premium applicable to Employee for comparable coverage under the Company’s group medical plan for a period of up to eighteen twenty-four (1824) consecutive months immediately following months, and (b) Section 1(b) of the Separation DatePost Employment Competition Agreement, provided, however, that if at any time during the eighteen you shall receive payments totaling two times your “Bonus” (18) consecutive month period Employee becomes entitled to receive health insurance from a subsequent employer, or Employee is no longer eligible to receive COBRA continuation coverage under applicable lawi.e., the Company’s obligations amount payable to you under this Section 4(hthe Management Incentive Plan (as defined in Paragraph 3 below) shall terminate immediately. Employee acknowledges and agrees that it is ▇in respect of ▇▇▇▇▇▇▇’s sole responsibility fiscal year ending September 27, 2019, it being understood and agreed by the parties hereto that the percentage of such Bonus related to timely elect your achievement of your Individual Performance Objectives in respect of such fiscal year shall be determined to be achieved based on the COBRA continuation coverage same percentage as Aramark’s actual achievement of the applicable Financial Objective metrics for fiscal year 2019 (the payments described in order clauses (a) and (b) hereof, collectively, the “Separation Payments”). Separation Payments shall be paid monthly, less all applicable withholding taxes and payroll deductions, and shall commence within sixty (60) days following the Retirement Date. The period during which you are eligible to receive your Separation Payments (the COBRA benefits of “Separation Pay Period”) shall commence with the Retirement Date, assuming that you timely execute and do not revoke this Section 4(h). Information about COBRA continuation coverage will be provided to Employee under separate cover at a later date or by Employee’s insurance provider. All other employment benefits received by Employee shall cease to be effective on the Separation Date.
(i) Employee acknowledges and agrees that Employee is not eligible for any payments or benefits other than as provided in this Letter Agreement and expressly acknowledges that he is not eligible for the Release and Waiver of Claims attached as Appendix A to this Letter Agreement in accordance with each of the terms hereof and thereof. These payments shall constitute full satisfaction of any additional equity interests other than obligations owed to you by Aramark under Sections 1(a) and 1(b) of the interests already owned by EmployeePost Employment Competition Agreement.
Appears in 1 contract
Separation Payments. In consideration of the promises your release and covenants made by Employee in this Agreement and the Consulting Agreement, including the general waiver and release of claims which forms a material part of this Agreement and Employee’s compliance with all of the terms and conditions of this Agreementset forth in paragraph 3 below, and conditioned on Employee’s timely subject to your execution and non-revocation of this Agreement Agreement, as well as your continued compliance with the obligations set forth in paragraphs 9, 10 and Employee’s timely execution and non-revocation of the Reaffirmation attached hereto as Exhibit B at the conclusion of the Transition Services Period11 below, the Company will make provide you (or your estate in the following event of your death) with severance benefits (collectively, with the amounts payable as a result of subparagraph (a), the “Separation Payments” pursuant to the Severance Plan, Employment Agreement and the outstanding award agreements governing Employee’s outstanding equity awards consistent with a termination without cause pursuant to such plans and agreementsConsideration”) consisting of:
(ai) the Company will pay to Employee the Employee’s accruedContinued payment of your base salary (at an annual rate of $414,544) through July 28, but unpaid annual short term cash incentive bonus payable pursuant to the NCR Voyix Corporation Management Incentive Program (the “MIP”) that was determined to be payable for calendar year 2024 based on actual performance attainment and that Employee would have received had Employee remained employed through the date such bonuses are paid as a one-time, lump-sum payment (expected to be $540,000), less all applicable and legally required withholdings and deductions2014, to be paid out on the first payroll date following the sixtieth (60th) calendar day after the Separation Date in accordance with the Company’s standard regular payroll practices;
(bii) Payment of an annual bonus in respect of the Company will pay 2012 fiscal year in an amount to Employee be determined in accordance with the prorated portion terms of Employeethe Company’s 2012 annual short term cash incentive bonus payable pursuant plan (as in effect as of the date hereof) without regard to the MIP for calendar year 2025 prorated based on fact that your employment will have terminated prior to the Employee’s days of service during calendar year 2025 through the Separation Date in the amount of $115,068 as a one-time, lump-sum payment, less all applicable and legally required withholdings and deductionspayment date, to be paid out on at such time as annual bonuses in respect of the first payroll date following the sixtieth (60th) calendar day after the Separation Date in accordance with 2012 fiscal year are paid to other senior executives of the Company’s standard payroll practices;
(ciii) Payment of an amount equal to $496,909, which the Company will pay to Employee severance parties agree is the average of the annual bonuses you received in respect of the amount of $4,000,000.00 as a one-time2009, lump-sum payment, less all applicable 2010 and legally required withholdings and deductions2011 fiscal years, to be paid out on at such times as annual bonuses in respect of the first payroll date following the sixtieth (60th) calendar day after the Separation Date in accordance with 2013 fiscal year are paid to other senior executives of the Company’s standard payroll practices;
(d) the Company will vest and settle with Employee, based on continued services through the last day of the Transition Services Period, 78,667 shares of time-based restricted stock units constituting a prorated portion of his unvested time-based restricted stock unit award agreements under ▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ 2017 Stock Incentive Plan, subject to the terms and conditions of such plan and agreements, including the timing of settlement;
(e) the Company will vest and settle with Employee, based on Employee’s continued services through the last day of the Transition Services Period, (all share amounts are based on target performance but actual share amounts will be based on actual performance at the end of each applicable performance period, as provided in the underlying award agreements):
(i) 25,546 shares of NCR Atleos performance-based restricted stock units granted on February 25, 2022, (ii) 47,345 shares of Company performance-based restricted stock units granted on February 25, 2022, (iii) 32,405 shares of NCR Atleos performance-based restricted stock units granted on December 21, 2022,
(iv) 64,812 Options to purchase shares of Company performance-based restricted stock units granted on December 21, 2022, (v) 78,667 shares of Company performance-based restricted stock units granted on March 15, 2024, and
(vi) 28,353 shares of Company performance-based restricted stock units granted on November 8, 2024, for a total of 277,128 shares of performance-based restricted stock units constituting a prorated portion of his unvested performance-based restricted stock units award agreements under the ▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ 2017 Stock Incentive Plan, subject to the terms and conditions of such plan and agreements, including the requirement that such shares remain subject to completion of the performance period and actual performance and the timing of settlement (actual share numbers will be adjusted upward or downward based on the Company’s actual performance at common stock, par value $0.01 per share (“Options”) and shares of restricted common stock (“Restricted Stock”) previously granted to you that are unvested as of the end of each applicable performance period as provided under Notice Date will continue to vest in accordance with the terms of the applicable award agreementsagreements until August 1, 2015 (as if you remained employed through such date);
, and all of your vested Options shall expire on the earlier of (fA) Based on continued services through the last day expiration date of the Transition Services PeriodOptions as set forth in the applicable award agreements (without regard to your termination), Employee will be vested in and continue to hold:
or (iB) 21,712 NCR Atleos stock options granted on February 8October 30, 2019, (ii) 43,424 Company stock options granted on February 8, 2019, (iii) 103,503 NCR Atleos stock options granted on February 12, 2020, and (iv) 207,006 Company stock options granted on February 12, 2020, for a total of 375,645 stock options under the ▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ 2017 Stock Incentive Plan, subject to the terms and conditions of such plan and agreements, including the required exercise price and timing of exercise;
(g) the Company will provide to Employee outplacement services not to exceed $50,000, which must be completed by the period one (1) year immediately following the Separation Date using a reputable provider selected by Employee with the Company’s approval (provided, however; Employee will not be entitled to obtain cash in lieu of the outplacement services)2015; and
(hv) Provided that Employee timely elects continuation coverage under To the Consolidated Omnibus Budget Reconciliation Act extent permitted by applicable law without any penalty to you or any member of 1985, as amended (“COBRA”), the Company Group and is otherwise eligible for subject to your election of COBRA continuation coverage under applicable law, the Company will pay Employee’s COBRA premium applicable to Employee for comparable coverage under the Company’s group medical plan for a period health plan, on the first regularly scheduled payroll date of up to eighteen (18) consecutive months immediately following the Separation Date, provided, however, that if at any time each month during the eighteen (18) consecutive month period Employee becomes entitled immediately following the Termination Date, the Company will pay you an amount equal to receive health insurance from a subsequent employeryour monthly COBRA premium cost; provided, or Employee is no longer that the payments pursuant to this clause (v) shall cease earlier than the expiration of such eighteen (18) month period in the event that you become eligible to receive COBRA continuation coverage under applicable lawany employer-provided health benefits, the Companyincluding through a spouse’s obligations under this Section 4(h) shall terminate immediately. Employee acknowledges and agrees that it is ▇▇▇▇▇▇▇▇’s sole responsibility to timely elect the COBRA continuation coverage in order to receive the COBRA benefits of this Section 4(h). Information about COBRA continuation coverage will be provided to Employee under separate cover at a later date or by Employee’s insurance provider. All other employment benefits received by Employee shall cease to be effective on the Separation Dateemployer, during such period.
(i) Employee acknowledges and agrees that Employee is not eligible for any payments or benefits other than as provided in this Agreement and expressly acknowledges that he is not eligible for any additional equity interests other than the interests already owned by Employee.
Appears in 1 contract
Sources: Separation and Release Agreement (Mueller Industries Inc)
Separation Payments. In consideration of the promises and covenants made by Employee in this Agreement and the Consulting Supplemental Agreement, including the general waiver and release of claims which forms a material part of this Agreement and Employee’s compliance with all of the terms and conditions of this Agreement, and conditioned on subject to (i) Employee’s continuing to perform Employee’s duties as Senior Vice President of Finance or as reasonably assigned by the Company for the duration of the Employment Period without engaging in conduct during the Employment Period constituting “Cause” as defined in this Agreement or a material breach of this Agreement, (ii) Employee’s timely execution and non-revocation of this Agreement Agreement, and (iii) Employee’s timely execution and non-revocation of the Reaffirmation attached hereto Supplemental Agreement in the form as Exhibit B at the conclusion A to this Agreement no later than twenty-one days after Employee’s Separation Date as a result of Employee’s completion of the Transition Services Employment Period, the Company will make the following “Separation Payments” pursuant to the Company’s Executive Severance Plan, Employment Agreement Plan and the outstanding award agreements governing Employee’s outstanding equity awards consistent with a termination without cause pursuant to such plans and agreements:
(a) during the Employment Period while Employee is employed as a Senior Vice President of Finance, the Company will continue to pay to Employee the Employee’s accrued, but unpaid annual short term cash incentive bonus payable pursuant to the NCR Voyix Corporation Management Incentive Program (the “MIP”) that was determined to be payable for calendar year 2024 based on actual performance attainment and that Employee would have received had Employee remained employed his regular current base salary through the date such bonuses are paid as a one-time, lump-sum payment (expected to be $540,000)Separation Date, less all applicable and legally required withholdings and deductions, to be paid out on the first payroll date following the sixtieth (60th) calendar day after the Separation Date in accordance with the Company’s standard payroll practices. Employee acknowledges and agrees that Employee would not be entitled to the consideration in this Section 3(a) but for Employee’s execution of this Agreement;
(b) the Company will pay to Employee the prorated portion of Employee’s annual short term cash incentive bonus payable pursuant to the MIP for calendar year 2025 prorated based on the Employee’s days of service during calendar year 2025 through the Separation Date severance in the amount of $115,068 950,000.00 as a one-time, lump-sum payment, less all applicable and legally required withholdings and deductions, to be paid out on the first payroll date following the sixtieth (60th) calendar day after the Separation Date in accordance with the Company’s standard payroll practices;
(c) the Company will pay to Employee severance in his actual annual short-term incentive bonus for the 2025 fiscal year where such amount of $4,000,000.00 as a one-time, lump-sum payment, less all applicable and legally required withholdings and deductions, to be paid out is prorated based on the first payroll date following number of days he was employed by the sixtieth (60th) calendar day after the Company between January 1, 2025 through his Separation Date and paid at the same time as other executives receive the annual short-term incentive bonus for the 2025 fiscal year in accordance with the Company’s standard payroll practicesspring of 2026;
(d) pay the Company will vest premiums and settle other necessary costs associated with maintaining Employee’s presently elected term-life insurance coverage for twelve (12) consecutive months immediately following the Separation Date;
(e) to arrange for Employee to receive outplacement services provided by Right Management for a period of one year, based on continued provided that Employee requests and commences such services through within ninety (90) calendar days immediately following the last day of the Transition Services Period, 78,667 shares of timeSeparation Date by calling ▇-based restricted stock units constituting a prorated portion of his unvested time-based restricted stock unit award agreements under ▇▇▇ ▇-▇▇▇-▇▇▇▇, enrolling at ▇▇▇.▇▇▇▇▇.▇▇▇/▇▇▇▇▇▇▇▇▇▇▇ 2017 Stock Incentive Plan, subject to the terms and conditions of such plan and agreements, including the timing of settlement;
or emailing getstarted@right. (e) the Company will vest and settle with Employee, based on Employee’s continued services through the last day of the Transition Services Period, (all share amounts are based on target performance but actual share amounts will be based on actual performance at the end of each applicable performance period, as provided in the underlying award agreements):
(i) 25,546 shares of NCR Atleos performance-based restricted stock units granted on February 25, 2022, (ii) 47,345 shares of Company performance-based restricted stock units granted on February 25, 2022, (iii) 32,405 shares of NCR Atleos performance-based restricted stock units granted on December 21, 2022,
(iv) 64,812 shares of Company performance-based restricted stock units granted on December 21, 2022, (v) 78,667 shares of Company performance-based restricted stock units granted on March 15, 2024, and
(vi) 28,353 shares of Company performance-based restricted stock units granted on November 8, 2024, for a total of 277,128 shares of performance-based restricted stock units constituting a prorated portion of his unvested performance-based restricted stock units award agreements under the ▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ 2017 Stock Incentive Plan, subject to the terms and conditions of such plan and agreements, including the requirement note that such shares remain subject to completion of the performance period and actual performance and the timing of settlement (actual share numbers will be adjusted upward or downward based on the Company’s actual performance at the end of each applicable performance period as provided under the terms of the applicable award agreements);
(f) Based on continued services through the last day of the Transition Services Period, Employee will be vested in and continue to hold:
(i) 21,712 NCR Atleos stock options granted on February 8, 2019, (ii) 43,424 Company stock options granted on February 8, 2019, (iii) 103,503 NCR Atleos stock options granted on February 12, 2020, and (iv) 207,006 Company stock options granted on February 12, 2020, for a total of 375,645 stock options under the ▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ 2017 Stock Incentive Plan, subject to the terms and conditions of such plan and agreements, including the required exercise price and timing of exercise;
(g) the Company will provide to Employee outplacement services not to exceed $50,000, which must be completed by the period one (1) year immediately following the Separation Date using a reputable provider selected by Employee with the Company’s approval (provided, however; Employee will shall not be entitled to obtain cash in lieu of the outplacement such services); and
(hf) Provided that all other employment benefits received by Employee timely elects shall cease to be effective on the Separation Date, subject to Employee’s right to continuation coverage under Employee’s group health insurance pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended 1985 (“COBRA”), and is otherwise eligible for COBRA continuation provided that Employee timely elects such coverage under applicable law, the on his own accord. The Company will pay Employee’s COBRA premium applicable to Employee for comparable coverage under the Company’s group medical plan for a period of up to eighteen (18) consecutive months immediately following the Separation Date, provided, however, that if at any time during the eighteen (18) consecutive month period Employee becomes entitled to receive health insurance from a subsequent employer, or Employee is no longer eligible to receive COBRA continuation coverage under applicable law, the Company’s obligations under this Section 4(h3(f) shall terminate immediately. Employee acknowledges and agrees that it is ▇▇▇▇▇▇▇▇’s sole responsibility to timely elect the COBRA continuation coverage in order to receive the COBRA benefits of this Section 4(h). Information about COBRA continuation coverage will be provided to Employee under separate cover at a later date or by Employee’s insurance provider. All other employment benefits received by Employee shall cease to be effective on the Separation Date.
(ig) Vesting and payout of Employee’s outstanding equity award, whether time-based or performance-based, will continue to be governed by the terms of the individual award agreements and the NCR Voyix Corporation 2017 Stock Incentive Plan and the NCR Atleos Corporation 2023 Stock Incentive Plan, as applicable, under which each grant was made (and as such awards were adjusted in connection with the separation of the ▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ into the Company and NCR Voyix Corporation).
(h) Employee acknowledges and agrees that Employee is not eligible for any payments or benefits other than as provided in this Agreement and expressly acknowledges that he is not eligible for any additional equity interests other than the interests already owned by Employee.
Appears in 1 contract
Separation Payments. In consideration of the promises and covenants made by Employee in this Agreement and the Consulting Agreement, including the general waiver and release of claims which forms a material part of this Agreement and Employee’s compliance with all of the terms and conditions of this Agreement, and conditioned on Employee’s timely execution and non-revocation of this Agreement and Employee’s timely execution and non-revocation of the Reaffirmation attached hereto as Exhibit B at the conclusion of the Transition Services Period, the Company will make the following “Separation Payments” pursuant to the Severance Plan, Employment Agreement and the outstanding award agreements governing Employee’s outstanding equity awards consistent with a termination without cause pursuant to such plans and agreements:
(a) In connection with the termination of your employment relationship with the Company, the Company will pay to Employee you all amounts that have accrued to your benefit through the Employee’s accruedSeparation Date but have not been paid as of the Separation Date, but unpaid annual short term cash incentive bonus payable pursuant including: (i) base salary, (ii) reimbursement for reasonable and necessary expenses incurred by you on behalf of the Company during the period ending on the Separation Date, (iii) vacation and sick leave pay (to the NCR Voyix Corporation Management Incentive Program (the “MIP”) that was determined to be payable for calendar year 2024 based on actual performance attainment and that Employee would have received had Employee remained employed through the date such bonuses are paid as a one-time, lump-sum payment (expected to be $540,000extent provided by Company policy or applicable law), less with all applicable amounts owed to you under each of (i), (ii) and legally (iii) payable in a cash lump sum no later than the Company’s first regularly scheduled payroll date after the Separation Date, (iv) any amounts that are vested benefits or that you are otherwise entitled to receive under any plan, policy, practice or program of or any other contract or agreement with the Company at or subsequent to the Separation Date, payable in accordance with such plan, policy, practice or program, contract or agreement, and (v) any other amounts or benefits required withholdings and deductions, to be paid out on the first payroll date following the sixtieth by law (60thitems (i) calendar day after the Separation Date in accordance with the Company’s standard payroll practices;- (v), collectively, “Accrued Compensation”)).
(b) In addition to the Accrued Compensation, as consideration for you entering into this Agreement, the Company has agreed to pay you certain compensation and benefits that you otherwise would not be entitled to receive. You hereby acknowledge that payments and benefits set forth in this Section 2(b) constitutes discretionary payments in connection with the separation of your employment relationship with the Company. Specifically, the Company will pay or provide to Employee you the prorated portion of Employee’s annual short term cash incentive bonus payable pursuant to the MIP for calendar year 2025 prorated based on the Employee’s days of service during calendar year 2025 through the Separation Date in the amount of $115,068 as a one-time, lump-sum payment, less all applicable following compensation and legally required withholdings and deductions, to be paid out on the first payroll date following the sixtieth (60th) calendar day after the Separation Date in accordance with the Company’s standard payroll practices;
(c) the Company will pay to Employee severance in the amount of $4,000,000.00 as a one-time, lump-sum payment, less all applicable and legally required withholdings and deductions, to be paid out on the first payroll date following the sixtieth (60th) calendar day after the Separation Date in accordance with the Company’s standard payroll practices;
(d) the Company will vest and settle with Employee, based on continued services through the last day of the Transition Services Period, 78,667 shares of time-based restricted stock units constituting a prorated portion of his unvested time-based restricted stock unit award agreements under ▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ 2017 Stock Incentive Planbenefits, subject to the terms and conditions of such plan and agreements, including the timing of settlement;
(e) the Company will vest and settle with Employee, based on Employee’s continued services through the last day of the Transition Services Period, (all share amounts are based on target performance but actual share amounts will be based on actual performance at the end of each applicable performance period, as provided in the underlying award agreements):
(i) 25,546 shares of NCR Atleos performance-based restricted stock units granted on February 25, 2022, (ii) 47,345 shares of Company performance-based restricted stock units granted on February 25, 2022, (iii) 32,405 shares of NCR Atleos performance-based restricted stock units granted on December 21, 2022,
(iv) 64,812 shares of Company performance-based restricted stock units granted on December 21, 2022, (v) 78,667 shares of Company performance-based restricted stock units granted on March 15, 2024, and
(vi) 28,353 shares of Company performance-based restricted stock units granted on November 8, 2024, for a total of 277,128 shares of performance-based restricted stock units constituting a prorated portion of his unvested performance-based restricted stock units award agreements under the ▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ 2017 Stock Incentive Plan, subject to the terms and conditions of such plan and agreements, including the requirement that such shares remain subject to completion of the performance period and actual performance and the timing of settlement (actual share numbers will be adjusted upward or downward based on the Company’s actual performance at the end of each applicable performance period as provided under the terms of the applicable award agreements);
(f) Based on continued services through the last day of the Transition Services Period, Employee will be vested in and continue to holdSection 3 hereof:
(i) 21,712 NCR Atleos stock options granted An amount equal to your pro rata 2020 annual incentive award provided under the Company’s Short-Term Annual Incentive Program, in the amount approved by the Compensation Committee of the Board (the “Compensation Committee”) on February 8or about January 25, 20192021 (the “2020 Annual Incentive Award”), for service rendered in 2021, calculated as follows: your 2020 Annual Incentive Award of $410,176, multiplied by a fraction, the numerator of which is the number of days in 2021 through the Separation Date and the denominator of which is 365.
(ii) 43,424 Company stock options granted on February 8An amount equal to three (3) times the sum of (x) your annual base salary of $566,500, 2019and (y) $585,955, which is the average of: (i) your 2020 annual cash bonus award of $410,176, and (ii) your 2019 annual cash bonus award of $761,733.
(iii) 103,503 NCR Atleos stock options granted on February 12$50,880, 2020, and which amount is equal to (ivx) 207,006 Company stock options granted on February 12, 2020, for a total of 375,645 stock options under the ▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ 2017 Stock Incentive Plan, subject to the terms and conditions of such plan and agreements, including the required exercise price and timing of exercise;
twenty-four (g24) multiplied by (y) the Company will provide to Employee outplacement services not to exceed $50,000total monthly premium (i.e., which must be completed by both the period one (1employer portion and the employee portion of the premium) year immediately following in effect on the Separation Date using a reputable provider selected by Employee with the Company’s approval (provided, however; Employee will not be entitled to obtain cash in lieu of the outplacement services); and
(h) Provided that Employee timely elects continuation coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), and is otherwise eligible for COBRA continuation coverage under applicable law, the Company will pay Employee’s COBRA premium applicable to Employee for comparable family coverage under the Company’s group medical health plan less the monthly employee charge for a period of up to eighteen (18) consecutive months immediately following the Separation Date, provided, however, that if at any time during the eighteen (18) consecutive month period Employee becomes entitled to receive health insurance from a subsequent employer, or Employee is no longer eligible to receive COBRA continuation coverage under applicable law, the Company’s obligations under this Section 4(h) shall terminate immediately. Employee acknowledges and agrees that it is ▇▇▇▇▇▇▇▇’s sole responsibility to timely elect the COBRA continuation such coverage in order to receive the COBRA benefits of this Section 4(h). Information about COBRA continuation coverage will be provided to Employee under separate cover at a later date or by Employee’s insurance provider. All other employment benefits received by Employee shall cease to be effective effect on the Separation Date.
(iiv) Employee acknowledges All outstanding, unvested restricted stock, restricted stock units, LTIP units and agrees other equity awards held by you that Employee is not eligible for any payments or benefits are subject to solely time-based vesting conditions (collectively, the “Time-Based Awards”) shall fully vest as of the Separation Date, subject to Section 3 below; and
(v) All outstanding, unvested restricted stock units, LTIP units and other than as provided in this Agreement and expressly acknowledges equity awards held by you that he is not eligible for any additional equity interests other than the interests already owned by Employee.are subject to performance-based vesting conditions
Appears in 1 contract
Separation Payments. In consideration of the promises your release and covenants made by Employee in this Agreement and the Consulting Agreement, including the general waiver and release of claims which forms a material part of this Agreement and Employee’s compliance with all of the terms and conditions of this Agreementset forth in paragraph 2 below, and conditioned on Employee’s timely subject to your execution and non-revocation of this Agreement during the Revocation Period (as defined in Section 16 of this Agreement) and Employee’s timely execution and non-revocation of your continued compliance with all agreements you have with the Reaffirmation attached hereto as Exhibit B at Company Group (including the conclusion of the Transition Services PeriodRestrictive Covenants affirmed in paragraph 8), the Company will make provide you with the following “Separation Payments” severance benefits pursuant to the Severance Plan, Employment Agreement Section 7(c) and the outstanding award agreements governing Employee’s outstanding equity awards consistent with a termination without cause pursuant to such plans and agreements:
(a) the Company will pay to Employee the Employee’s accrued, but unpaid annual short term cash incentive bonus payable pursuant to the NCR Voyix Corporation Management Incentive Program (the “MIP”) that was determined to be payable for calendar year 2024 based on actual performance attainment and that Employee would have received had Employee remained employed through the date such bonuses are paid as a one-time, lump-sum payment (expected to be $540,000), less all applicable and legally required withholdings and deductions, to be paid out on the first payroll date following the sixtieth (60th) calendar day after the Separation Date in accordance with the Company’s standard payroll practices;
(b) the Company will pay to Employee the prorated portion of Employee’s annual short term cash incentive bonus payable pursuant to the MIP for calendar year 2025 prorated based on the Employee’s days of service during calendar year 2025 through the Separation Date in the amount of $115,068 as a one-time, lump-sum payment, less all applicable and legally required withholdings and deductions, to be paid out on the first payroll date following the sixtieth (60th) calendar day after the Separation Date in accordance with the Company’s standard payroll practices;
(c) the Company will pay to Employee severance in the amount of $4,000,000.00 as a one-time, lump-sum payment, less all applicable and legally required withholdings and deductions, to be paid out on the first payroll date following the sixtieth (60th) calendar day after the Separation Date in accordance with the Company’s standard payroll practices;
(d) the Company will vest and settle with Employee, based on continued services through the last day of the Transition Services Period, 78,667 shares of time-based restricted stock units constituting a prorated portion of his unvested time-based restricted stock unit award agreements under ▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ 2017 Stock Incentive Plan, subject to the terms and conditions of such plan and agreements, including the timing of settlement;
(e) of the Employment Agreement between you and the Company will vest and settle with Employee, based on Employee’s continued services through the last day dated as of the Transition Services Period, (all share amounts are based on target performance but actual share amounts will be based on actual performance at the end of each applicable performance period, as provided in the underlying award agreements):
(i) 25,546 shares of NCR Atleos performance-based restricted stock units granted on February 25, 2022, (ii) 47,345 shares of Company performance-based restricted stock units granted on February 25, 2022, (iii) 32,405 shares of NCR Atleos performance-based restricted stock units granted on December 21, 2022,
(iv) 64,812 shares of Company performance-based restricted stock units granted on December 21, 20222012, (vas amended, modified or supplemented from time to time, the "Employment Agreement") 78,667 shares of Company performance-based restricted stock units granted on March 15(collectively, 2024, and
(vithe "Consideration") 28,353 shares of Company performance-based restricted stock units granted on November 8, 2024, for a total of 277,128 shares of performance-based restricted stock units constituting a prorated portion of his unvested performance-based restricted stock units award agreements under the ▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ 2017 Stock Incentive Plan, subject to the terms and conditions of such plan and agreements, including the requirement that such shares remain subject to completion of the performance period and actual performance and the timing of settlement (actual share numbers will be adjusted upward or downward based on the Company’s actual performance at the end of each applicable performance period as provided under the terms of the applicable award agreements);
(f) Based on continued services through the last day of the Transition Services Period, Employee will be vested in and continue to holdof:
(i) 21,712 NCR Atleos stock options granted a pro rata portion of your annual bonus (the "Pro-Rated Bonus"), calculated based on February 8the number of days you were employed during the 2020 calendar year relative to the full 2020 calendar year, 2019, (ii) 43,424 Company stock options granted payable based on February 8, 2019, (iii) 103,503 NCR Atleos stock options granted on February 12, 2020, and (iv) 207,006 Company stock options granted on February 12, 2020, for a total of 375,645 stock options under the ▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ 2017 Stock Incentive Plan, subject to the terms {02974654} DocuSign Envelope ID: E8B8C726-B47A-407D-B587-84009198293C Company's actual achievement of the performance targets for 2020 as determined under and conditions of at the time that such plan and agreements, including the required exercise price and timing of exerciseannual bonuses would normally be paid;
i. continuation of your Base Salary in substantially equal installments and in accordance with the normal payroll practices for two (g2) years following the Termination Date, to be paid in accordance with the normal payroll practices of the Company will provide (and you expressly and specifically acknowledge that you are not entitled to Employee outplacement services not the payments described in Section 7(c)(iii)(C)(II) of the Employment Agreement, as no "Change in Control" as defined in the Employment Agreement has occurred during the applicable time period contemplated therein);
ii. continued provision of employee benefits that are medical, dental and vision benefits which are required to exceed $50,000, which must be completed made available by the period one (1) year immediately following the Separation Date using a reputable provider selected by Employee with the Company’s approval (provided, however; Employee will not be entitled Company pursuant to obtain cash in lieu of the outplacement services); and
(h) Provided that Employee timely elects continuation coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“"COBRA”"), and is otherwise eligible for ; provided that all applicable COBRA continuation coverage under applicable law, the Company will pay Employee’s COBRA premium applicable to Employee for comparable coverage under the Company’s group medical plan for a period of up to eighteen (18) consecutive months immediately following the Separation Date, provided, however, that if at any time during the eighteen (18) consecutive month period Employee becomes entitled to receive health insurance from a subsequent employer, or Employee is no longer eligible to receive COBRA continuation coverage under applicable law, the Company’s obligations under this Section 4(h) shall terminate immediately. Employee acknowledges and agrees that it is ▇▇▇▇▇▇▇▇’s sole responsibility to timely elect the COBRA continuation coverage rules must be followed by you in order to receive continue such coverage(s) (including your timely payment of the entire applicable COBRA benefits of this Section 4(hpremium to the plan administrator). Information about COBRA continuation coverage , or the coverage(s) will be provided to Employee terminated;
iii. reimbursement for a portion of your applicable COBRA premium costs during that period ending on the earlier of (A) the date you are eligible (even if you do not enroll) for coverage under separate cover at a later date or by Employee’s insurance provider. All another employer-sponsored group health plan in connection with other employment benefits received by Employee shall cease to be effective on the Separation Date.
(i) Employee acknowledges and agrees that Employee is not eligible for any payments or benefits other than as provided in this Agreement and expressly acknowledges that he is not eligible for any additional equity interests other than the interests already owned by Employee.obtained after your termination hereunder; or
Appears in 1 contract
Sources: Separation and Release Agreement (ITC Holdings Corp.)
Separation Payments. In consideration of the promises and covenants made by Employee in this Agreement and the Consulting Agreement, including the general waiver and release of claims which forms a material part of this Agreement and Employee’s compliance with all of the terms and conditions of this Agreement, and conditioned on Employee’s timely execution and non-revocation of this Agreement and Employee’s timely execution and non-revocation of the Reaffirmation attached hereto as Exhibit B at the conclusion of the Transition Services Period, the Company Ecotality will make the following pay to Read (“Separation Payments” pursuant to the Severance Plan, Employment Agreement and the outstanding award agreements governing Employee’s outstanding equity awards consistent with a termination without cause pursuant to such plans and agreements:
(a) the Company will pay to Employee the Employee’s accrued, but unpaid annual short term cash incentive bonus payable pursuant to the NCR Voyix Corporation Management Incentive Program (the “MIP”) that was determined an amount equal to be payable for calendar year 2024 based on actual performance attainment and that Employee would have received had Employee remained employed through the date such bonuses are paid as a one-time$29,340.50 per month, lump-sum payment (expected subject to be $540,000), less all applicable federal and legally required withholdings state taxes and deductionswithholding, to be paid out on the Company’s regular pay cycle beginning on the first payroll date cycle following the eighth day after the Separation Date (the “Acceptance Date”) and continuing until October 31, 2013, provided that Read has not revoked this Agreement before such Acceptance Date. If Read dies before all Separation Payments are made under this Section 3(a), all remaining Separation Payments will be made to Read’s estate in a lump-sum on the sixtieth (60th) calendar day after the Separation Date in accordance with the CompanyRead’s standard payroll practices;
(b) death; provided that the Company will pay to Employee the prorated portion may delay such payments until it is provided with proof of EmployeeRead’s annual short term cash incentive bonus payable pursuant to the MIP for calendar year 2025 prorated based on the Employee’s days of service during calendar year 2025 through the Separation Date death but, in the amount case of $115,068 as a one-time, lump-sum payment, less all applicable and legally required withholdings and deductions, to be paid out on the first payroll date following the sixtieth (60th) calendar day after the Separation Date in accordance with the Company’s standard payroll practices;
(c) the Company will pay to Employee severance in the amount of $4,000,000.00 as a one-time, lump-sum payment, less all applicable and legally required withholdings and deductions, to be paid out on the first payroll date following the sixtieth (60th) calendar day after the Separation Date in accordance with the Company’s standard payroll practices;
(d) the Company will vest and settle with Employee, based on continued services through the last day of the Transition Services Period, 78,667 shares of time-based restricted stock units constituting a prorated portion of his unvested time-based restricted stock unit award agreements under ▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ 2017 Stock Incentive Plan, amounts subject to Section 409A, only within the terms and conditions time periods necessary to avoid the imposition of such plan and agreements, including the timing of settlement;
(e) the Company will vest and settle with Employee, based on Employee’s continued services through the last day of the Transition Services Period, (all share amounts are based on target performance but actual share amounts will be based on actual performance taxes under Section 409A. Read acknowledges that these payments exceed what a departing employee at the end of each applicable performance period, as provided in the underlying award agreements):
(i) 25,546 shares of NCR Atleos performance-based restricted stock units granted on February 25, 2022, (ii) 47,345 shares of Company performance-based restricted stock units granted on February 25, 2022, (iii) 32,405 shares of NCR Atleos performance-based restricted stock units granted on December 21, 2022,
(iv) 64,812 shares of Company performance-based restricted stock units granted on December 21, 2022, (v) 78,667 shares of Company performance-based restricted stock units granted on March 15, 2024, and
(vi) 28,353 shares of Company performance-based restricted stock units granted on November 8, 2024, for a total of 277,128 shares of performance-based restricted stock units constituting a prorated portion of his unvested performance-based restricted stock units award agreements under the ▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ 2017 Stock Incentive Plan, subject to the terms and conditions of such plan and agreements, including the requirement that such shares remain subject to completion of the performance period and actual performance and the timing of settlement (actual share numbers will be adjusted upward or downward based on the Company’s actual performance at the end of each applicable performance period as provided under the terms of the applicable award agreements);
(f) Based on continued services through the last day of the Transition Services Period, Employee will be vested in and continue to hold:
(i) 21,712 NCR Atleos stock options granted on February 8, 2019, (ii) 43,424 Company stock options granted on February 8, 2019, (iii) 103,503 NCR Atleos stock options granted on February 12, 2020level is entitled to, and (iv) 207,006 Company stock options granted on February 12, 2020, that said payments are made in consideration for a total of 375,645 stock options under the ▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ 2017 Stock Incentive Plan, subject to the terms promises and conditions of such plan and agreements, including the required exercise price and timing of exercise;
(g) the Company will provide to Employee outplacement services not to exceed $50,000, which must be completed by the period one (1) year immediately following the Separation Date using a reputable provider selected by Employee with the Company’s approval (provided, however; Employee will not be entitled to obtain cash in lieu of the outplacement services); and
(h) Provided that Employee timely elects continuation coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), and is otherwise eligible for COBRA continuation coverage under applicable law, the Company will pay Employee’s COBRA premium applicable to Employee for comparable coverage under the Company’s group medical plan for a period of up to eighteen (18) consecutive months immediately following the Separation Date, provided, however, that if at any time during the eighteen (18) consecutive month period Employee becomes entitled to receive health insurance from a subsequent employer, or Employee is no longer eligible to receive COBRA continuation coverage under applicable law, the Company’s obligations under this Section 4(h) shall terminate immediatelycontained herein. Employee Read acknowledges and agrees that it is ▇▇▇▇▇▇▇▇’s sole responsibility to timely elect the COBRA continuation coverage in order to receive the COBRA benefits first installment of this Section 4(h). Information about COBRA continuation coverage will be provided to Employee under separate cover at a later date or by Employee’s insurance provider. All other employment benefits received by Employee shall cease to be effective on the Separation Date.
(i) Employee acknowledges and agrees that Employee is not eligible Payment shall constitute adequate legal consideration for any payments or benefits other than as provided his promises in this Agreement Agreement, including the Release by Read in Section 6, and expressly acknowledges that he therefore if, during the period Read is receiving the Separation Payments, Read commits any act in contravention of Read’s covenants contained in the surviving provisions of the Employment Agreement, the Company shall not eligible for thereafter be obligated to pay any additional equity interests further Separation Payments (other than the interests already owned by Employeefirst installment) to, or on behalf of, Read; provided that prior to any termination of Separation Payments the Company shall deliver a written notice to Read (the “Company Notice”) which identifies, in reasonable detail, the basis on which the Company believes it may terminate such Separation Payments and Read shall have a period of thirty (30) days from the date of the Company Notice to cure any alleged breach or respond in writing to the Company describing, in reasonable detail, the basis on which Read believes the Company does not have grounds to terminate Separation Payments (the “Employee Response”); provided further that if after the end of such thirty (30) day period Read has not cured the alleged breach or the Company determines, in good faith after taking into account the Employee Response, that the basis for termination described in the Company Notice remains valid, the Company may, in its reasonable discretion, cease making any and all future Separation Payments.
Appears in 1 contract
Separation Payments. In consideration of the promises and covenants made by Employee in If you sign this Agreement and the Consulting Agreement, including agreeing to be bound by the general waiver and release of claims which forms a material part of this Agreement in Paragraph 4 below and Employee’s compliance with all of the other terms and conditions of this Agreement, in consideration for your general release of claims and conditioned on Employee’s timely execution and non-revocation of other commitments under this Agreement and Employee’s timely execution and non-revocation of the Reaffirmation attached hereto as Exhibit B at the conclusion of the Transition Services PeriodAgreement, the Company will make do the following “Separation Payments” pursuant to the Severance Plan, Employment Agreement and the outstanding award agreements governing Employee’s outstanding equity awards consistent with a termination without cause pursuant to such plans and agreementsfollowing:
(a) Pay you twelve (12) months of severance pay at your base salary as of your Separation Date, in the Company will pay to Employee the Employee’s accrued, but unpaid annual short term cash incentive bonus payable pursuant to the NCR Voyix Corporation Management Incentive Program gross amount of Four Hundred Twenty Thousand Dollars (the “MIP”) that was determined to be payable for calendar year 2024 based on actual performance attainment and that Employee would have received had Employee remained employed through the date such bonuses are paid as a one-time, lump-sum payment (expected to be $540,000420,000), less all applicable and legally required withholdings and deductions, to be paid out in a single lump sum amount on the first payroll next regular pay date following the sixtieth (60th) calendar day after the Separation Effective Date in accordance with the Company’s standard payroll practices;of this Agreement.
(b) Pay you the Company will pay to Employee the prorated portion of Employee’s annual short term cash incentive bonus payable pursuant to the MIP for calendar year 2025 prorated based on the Employee’s days of service during calendar year 2025 through the Separation Date in the gross amount of Eight Hundred and Forty Thousand Dollars ($115,068 as a one-time, lump-sum payment, less all applicable and legally required withholdings and deductions840,000.00), to be paid out in a single lump sum amount on the first payroll next regular pay date following the sixtieth (60th) calendar day after the Separation Effective Date of this Agreement, in accordance with the Company’s standard payroll practices;full satisfaction of any bonus to which you may have been entitled to for 2015 and/or pursuant to Section 6(a)(ii) of your Employment Agreement.
(c) If you are receiving group health coverage under any Company benefit plan on your Separation Date and you timely elect COBRA continuation coverage, the Company will pay to Employee severance in subsidize the amount entire cost of $4,000,000.00 as a one-timesuch continuation of coverage for twelve (12) months, lump-sum payment, less all applicable and legally required withholdings and deductions, to be paid out commencing on the first payroll date of the month immediately after the Effective Date of this Agreement. Commencing with the first day of the calendar month following the sixtieth (60th) final calendar day after month during which the Separation Date in accordance with Company subsidizes the Company’s standard payroll practices;entire cost of your continuation of coverage, you shall be responsible for the entire cost of such continuation coverage and shall be so responsible for the remainder of the COBRA continuation period. Your period of COBRA coverage will not be extended by the time-period during which the Company subsidizes the cost of your continuation of coverage.
(d) You shall become fully vested and have a nonforfeitable right to the previously unvested Four Million (4,000,000) restricted shares that were granted to you by the Company will vest and settle with Employeepursuant to the Restricted Stock Agreement dated November 14, based on continued services through the last day 2014 (“Restricted Stock Agreement”).
(e) Pay Twenty Thousand Dollars ($20,000.00) of the Transition Services Period, 78,667 shares of time-based restricted stock units constituting a prorated portion of his unvested time-based restricted stock unit award agreements under your legal fees directly to ▇▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ 2017 Stock Incentive PlanFerence LLP for legal counsel to review and advise you with respect to this Agreement, on the next regular pay date after the Company has been provided with an invoice of legal fees incurred in connection with such review. Such amount shall not be subject to withholding by the Company.
(f) Pay you Fifty Six Thousand Five Hundred Thirty Eight Dollars and Forty Six Cents ($56,538.46) in respect of your seven (7) weeks of unused vacation time on the first payroll date after the Effective Date.
(g) The Company shall reimburse you for all reasonable relocation expenses incurred by you and your family for repatriation to Australia, including the cost of one-way, first-class airline tickets for you, your spouse and dependent children to Australia. The amount of this reimbursement shall be One Hundred and Thirty Thousand Dollars ($130,000.00). Such amount shall be paid in a single lump sum amount on the next regular pay date after the Effective Date of this Agreement.
(h) The Company shall reimburse you for the relocation expenses that you previously incurred in connection with your move to the King of Prussia, PA area. The amount of this reimbursement shall be Twenty Thousand Two Hundred Sixty Four Dollars ($20,264.00). Such amount shall be paid in a single lump sum amount on the next regular pay date after the Effective Date of this Agreement or at an earlier date as determined by the Company in its sole discretion. Such reimbursement shall not be subject to withholding by the Company.
(i) You will not be eligible for payments and other benefits described in this Paragraph 2 unless (i) the Company has received a signed copy of this Agreement that has been timely executed; (ii) you have returned all Company property and documents in accordance with Paragraph 9 below and certify that you have done so as required therein, and (iii) you comply with the terms and conditions of such plan and agreements, including the timing of settlement;
(e) the Company will vest and settle with Employee, based on Employee’s continued services through the last day of the Transition Services Period, (all share amounts are based on target performance but actual share amounts will be based on actual performance at the end of each applicable performance period, as provided in the underlying award agreements):
(i) 25,546 shares of NCR Atleos performance-based restricted stock units granted on February 25, 2022, (ii) 47,345 shares of Company performance-based restricted stock units granted on February 25, 2022, (iii) 32,405 shares of NCR Atleos performance-based restricted stock units granted on December 21, 2022,
(iv) 64,812 shares of Company performance-based restricted stock units granted on December 21, 2022, (v) 78,667 shares of Company performance-based restricted stock units granted on March 15, 2024, and
(vi) 28,353 shares of Company performance-based restricted stock units granted on November 8, 2024, for a total of 277,128 shares of performance-based restricted stock units constituting a prorated portion of his unvested performance-based restricted stock units award agreements under the ▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ 2017 Stock Incentive Plan, subject to the terms and conditions of such plan and agreements, including the requirement that such shares remain subject to completion of the performance period and actual performance and the timing of settlement (actual share numbers will be adjusted upward or downward based on the Company’s actual performance at the end of each applicable performance period as provided under the terms of the applicable award agreements);
(f) Based on continued services through the last day of the Transition Services Period, Employee will be vested in and continue to hold:
(i) 21,712 NCR Atleos stock options granted on February 8, 2019, (ii) 43,424 Company stock options granted on February 8, 2019, (iii) 103,503 NCR Atleos stock options granted on February 12, 2020, and (iv) 207,006 Company stock options granted on February 12, 2020, for a total of 375,645 stock options under the ▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ 2017 Stock Incentive Plan, subject to the terms and conditions of such plan and agreements, including the required exercise price and timing of exercise;
(g) the Company will provide to Employee outplacement services not to exceed $50,000, which must be completed by the period one (1) year immediately following the Separation Date using a reputable provider selected by Employee with the Company’s approval (provided, however; Employee will not be entitled to obtain cash in lieu of the outplacement services); and
(h) Provided that Employee timely elects continuation coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), and is otherwise eligible for COBRA continuation coverage under applicable law, the Company will pay Employee’s COBRA premium applicable to Employee for comparable coverage under the Company’s group medical plan for a period of up to eighteen (18) consecutive months immediately following the Separation Date, provided, however, that if at any time during the eighteen (18) consecutive month period Employee becomes entitled to receive health insurance from a subsequent employer, or Employee is no longer eligible to receive COBRA continuation coverage under applicable law, the Company’s obligations under this Section 4(h) shall terminate immediately. Employee acknowledges and agrees that it is ▇▇▇▇▇▇▇▇’s sole responsibility to timely elect the COBRA continuation coverage in order to receive the COBRA benefits of this Section 4(h). Information about COBRA continuation coverage will be provided to Employee under separate cover at a later date or by Employee’s insurance provider. All other employment benefits received by Employee shall cease to be effective on the Separation DateAgreement.
(i) Employee acknowledges and agrees that Employee is not eligible for any payments or benefits other than as provided in this Agreement and expressly acknowledges that he is not eligible for any additional equity interests other than the interests already owned by Employee.
Appears in 1 contract
Sources: General Release (Unilife Corp)
Separation Payments. In consideration of Employee's agreement to the promises and covenants made by Employee in terms of this Agreement and the Consulting Agreement, including Company will pay Employee the general waiver following amounts (the "Separation Payments"):
a. Company will continue to pay to Employee an amount equal to the Employee's base salary of $8,333.33 semi-monthly as in effect under the Employment Agreement until December 31, 2003. Such base salary shall continue to be paid in accordance with the prevailing payroll schedule for Company executives, subject to applicable tax withholdings and release of claims which forms other withholdings required by law, provided that the first payment will not be made any earlier than the eighth (8th) day following the date Employee executes this Agreement.
b. On January 1, 2004, or the eighth (8th) day following the date Employee executes this Agreement, whichever comes last, Company shall pay to Employee, in a material part of this Agreement lump sum, Seventy Thousand Dollars and Employee’s compliance with all 00/100 ($70,000.00), less applicable tax withholdings, representing the dollar value of the terms and conditions bonus that Employee would have otherwise been entitled to under the Employment Agreement.
c. As promptly as practicable following the execution of this Agreement, and conditioned on Employee’s timely execution and non-revocation of in no event later than the eighth (8th) day following the date Employee executes this Agreement and Employee’s timely execution and non-revocation of the Reaffirmation attached hereto as Exhibit B at the conclusion of the Transition Services PeriodAgreement, the Company will make the following “Separation Payments” pursuant to the Severance Planwill, Employment Agreement and the outstanding award agreements governing Employee’s outstanding equity awards consistent with a termination without cause pursuant to such plans and agreements:
(a) the Company will pay to Employee the Employee’s accrued, but unpaid annual short term cash incentive bonus payable pursuant to the NCR Voyix Corporation Management Incentive Program (the “MIP”) that was determined to be payable for calendar year 2024 based on actual performance attainment and that Employee would have received had Employee remained employed through the date such bonuses are paid as a one-time, lump-sum payment (expected to be $540,000), less all applicable and legally required withholdings and deductions, to be paid out on the first payroll date following the sixtieth (60th) calendar day after the Separation Date in accordance with the Company’s 's standard payroll practices;
(b) expense reimbursement policies, reimburse Employee for all appropriately documented travel and other Company expense items submitted by Employee for reimbursement. Thereafter, the Company will pay to Employee the prorated portion of Employee’s annual short term cash incentive bonus payable pursuant to the MIP for calendar year 2025 prorated based on the Employee’s days of service during calendar year 2025 through the Separation Date in the amount of $115,068 as a one-timewill, lump-sum payment, less all applicable and legally required withholdings and deductions, to be paid out on the first payroll date following the sixtieth (60th) calendar day after the Separation Date in accordance with the Company’s 's standard expense reimbursement policies, promptly reimburse Employee for any additional Company expenses appropriately incurred by Employee prior to December 31, 2003.
d. For the period beginning on January 1, 2004 and ending December 31, 2004, (the "Severance Period"), Company will continue to pay to Employee (or Employee's estate, in the case of his death) an amount equal to the Employee's base salary of $8,333.33 semi-monthly as in effect under the Employment Agreement as of the date hereof. Such amount shall continue to be paid in accordance with the prevailing payroll practices;
(c) schedule for Company executives, subject to applicable tax withholdings and other withholdings required by law. In addition, the Company will pay to Employee severance in the amount of $4,000,000.00 as a one-timepremium for health insurance coverage during the Severance Period for Employee, lump-sum paymenthis spouse, less all applicable and legally required withholdings and deductions, to be paid out on his children under the first payroll date following the sixtieth (60th) calendar day after the Separation Date Company's health plan in accordance with the Company’s standard payroll practices;
(d) the Company will vest and settle with Employee, based on continued services through the last day of the Transition Services Period, 78,667 shares of time-based restricted stock units constituting a prorated portion of his unvested time-based restricted stock unit award agreements under ▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ 2017 Stock Incentive Plan, subject to the terms and conditions of such plan and agreements, including the timing of settlement;
(e) the Company will vest and settle with Employee, based on Employee’s continued services through the last day of the Transition Services Period, (all share amounts are based on target performance but actual share amounts will be based on actual performance at the end of each applicable performance period, as provided in the underlying award agreements):
(i) 25,546 shares of NCR Atleos performance-based restricted stock units granted on February 25, 2022, (ii) 47,345 shares of Company performance-based restricted stock units granted on February 25, 2022, (iii) 32,405 shares of NCR Atleos performance-based restricted stock units granted on December 21, 2022,
(iv) 64,812 shares of Company performance-based restricted stock units granted on December 21, 2022, (v) 78,667 shares of Company performance-based restricted stock units granted on March 15, 2024, and
(vi) 28,353 shares of Company performance-based restricted stock units granted on November 8, 2024, for a total of 277,128 shares of performance-based restricted stock units constituting a prorated portion of his unvested performance-based restricted stock units award agreements under the ▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ 2017 Stock Incentive Plan, subject to the terms and conditions of such plan and agreements, including the requirement that such shares remain subject to completion of the performance period and actual performance and the timing of settlement (actual share numbers will be adjusted upward or downward based on the Company’s actual performance at the end of each applicable performance period as provided under the terms of the applicable award agreements);
(f) Based on continued services through the last day of the Transition Services Period, Employee will be vested in and continue to hold:
(i) 21,712 NCR Atleos stock options granted on February 8, 2019, (ii) 43,424 Company stock options granted on February 8, 2019, (iii) 103,503 NCR Atleos stock options granted on February 12, 2020, and (iv) 207,006 Company stock options granted on February 12, 2020, for a total of 375,645 stock options under the ▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ 2017 Stock Incentive Plan, subject to the terms and conditions of such plan and agreements, including the required exercise price and timing of exercise;
(g) the Company will provide to Employee outplacement services not to exceed $50,000, which must be completed by the period one (1) year immediately following the Separation Date using a reputable provider selected by Employee with the Company’s approval (provided, however; Employee will not be entitled to obtain cash in lieu of the outplacement services); and
(h) Provided that Employee timely elects continuation coverage under the Consolidated Omnibus Budget Reconciliation Act of 19851985 (COBRA).
e. Employee agrees and acknowledges that, as amended in the event the Company reasonably determines in good faith that Employee has committed a breach of this Agreement or has breached any of the provisions of the Employment Agreement that continue to remain in effect pursuant to Section 5 hereof, then the Company's obligation to make payments under Section 4(a), (“COBRA”b), (c), and is otherwise eligible for COBRA continuation coverage under applicable law(d) above shall immediately terminate and cease, the Company and Employee will pay Employee’s COBRA premium applicable to Employee for comparable coverage under the Company’s group medical plan for a period of up to eighteen (18) consecutive months immediately following the Separation Date, provided, however, that if at any time during the eighteen (18) consecutive month period Employee becomes thereafter no longer be entitled to receive health insurance any compensation or payment from a subsequent employer, or Employee is no longer eligible to receive COBRA continuation coverage under applicable law, the Company’s obligations under this Section 4(h) shall terminate immediately. Employee acknowledges and agrees that it is ▇▇▇▇▇▇▇▇’s sole responsibility to timely elect the COBRA continuation coverage in order to receive the COBRA benefits of this Section 4(h). Information about COBRA continuation coverage will be provided to Employee under separate cover at a later date or by Employee’s insurance provider. All other employment benefits received by Employee shall cease to be effective on the Separation Date.
(i) Employee acknowledges and agrees that Employee is not eligible for any payments or benefits other than as provided in this Agreement and expressly acknowledges that he is not eligible for any additional equity interests other than the interests already owned by Employee.
Appears in 1 contract
Sources: Employment Separation Agreement (Liquidmetal Technologies Inc)
Separation Payments. In consideration of the promises and covenants made by Employee in Provided that Executive executes this Agreement and without revoking it during the Consulting Agreementrevocation period described in Section 5, including the general waiver and release of claims which forms a material part of this Agreement and Employee’s compliance with all of the terms and conditions of this Agreement, and conditioned on Employee’s timely execution and non-revocation of this Agreement and Employee’s timely execution and non-revocation of the Reaffirmation attached hereto as Exhibit B at the conclusion of the Transition Services Period, the Company will make Humacyte shall provide the following “Separation Payments” payments to Executive pursuant to the Severance PlanEmployment Agreement, Employment Agreement which Executive agrees constitutes good and the outstanding award agreements governing Employee’s outstanding equity awards consistent with a termination without cause pursuant to such plans valuable consideration for each and agreementsall of his promises set forth in this Agreement:
(a) the Company will pay A total amount of $583,495.12, less any applicable taxes and withholdings, which is equal to Employee the Employeetwelve (12) months of Executive’s accrued, but unpaid annual short term cash incentive bonus payable pursuant to the NCR Voyix Corporation Management Incentive Program (the “MIP”) that was determined current base salary with payment of such amount to be payable for calendar year 2024 based made in substantially equal installments on actual performance attainment and that Employee would have received had Employee remained employed through the date such bonuses are paid as a one-time, lump-sum payment (expected same payroll schedule applicable to be $540,000), less all applicable and legally required withholdings and deductions, Executive immediately prior to be paid out his separation from service. Such payments shall commence no later than on the first such payroll date following the sixtieth (60th) calendar day after the Separation Date in accordance with the Company’s standard payroll practices;
(b) the Company will pay to Employee the prorated portion of Employee’s annual short term cash incentive bonus payable pursuant to the MIP for calendar year 2025 prorated based on the Employee’s days of service during calendar year 2025 through the Separation Date in the amount of $115,068 as a one-timeDate, lump-sum payment, less all applicable and legally required withholdings and deductions, to be paid out on the first payroll date following the provided that Executive has returned by such sixtieth (60th) calendar day after an executed copy of this Agreement without modification and the Separation Date in accordance with the Company’s standard payroll practicesseven-day revocation period has expired;
(cb) the Company will pay to Employee severance in the An amount of $4,000,000.00 as a one-time, lump-sum payment221,728.15, less all any applicable taxes and legally required withholdings and deductionswithholdings, which represents a bonus payment equal to ninety-five percent (95%) of forty percent (40%) of Executive’s current base salary, with such amount to be paid out on the first payroll date following the sixtieth (60th) calendar day after the Separation Date in accordance with the Company’s standard payroll practices;
(d) the Company will vest and settle with Employee, based on continued services through the last day of the Transition Services Period, 78,667 shares of time-based restricted stock units constituting a prorated portion of his unvested time-based restricted stock unit award agreements under ▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ 2017 Stock Incentive Plan, subject to the terms and conditions of such plan and agreements, including the timing of settlement;
(e) the Company will vest and settle with Employee, based on Employee’s continued services through the last day of the Transition Services Period, (all share amounts are based on target performance but actual share amounts will be based on actual performance at the end of each applicable performance period, as provided in the underlying award agreements):
(i) 25,546 shares of NCR Atleos performance-based restricted stock units granted on February 25, 2022, (ii) 47,345 shares of Company performance-based restricted stock units granted on February 25, 2022, (iii) 32,405 shares of NCR Atleos performance-based restricted stock units granted on December 21, 2022,
(iv) 64,812 shares of Company performance-based restricted stock units granted on December 21, 2022, (v) 78,667 shares of Company performance-based restricted stock units granted on no later than March 15, 2024, and
(vi) 28,353 shares of Company performance-based restricted stock units granted on November 8, 2024, for a total of 277,128 shares of performance-based restricted stock units constituting a prorated portion of his unvested performance-based restricted stock units award agreements under the ▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ 2017 Stock Incentive Plan, subject to the terms and conditions of such plan and agreements, including the requirement that such shares remain subject to completion of the performance period and actual performance and the timing of settlement (actual share numbers will be adjusted upward or downward based on the Company’s actual performance at the end of each applicable performance period as provided under the terms of the applicable award agreements);
(f) Based on continued services through the last day of the Transition Services Period, Employee will be vested in and continue to hold:
(i) 21,712 NCR Atleos stock options granted on February 8, 2019, (ii) 43,424 Company stock options granted on February 8, 2019, (iii) 103,503 NCR Atleos stock options granted on February 12, 2020, and (iv) 207,006 Company stock options granted on February 12, 2020, for a total of 375,645 stock options under the ▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ 2017 Stock Incentive Plan, subject to the terms and conditions of such plan and agreements, including the required exercise price and timing of exercise;
(g) the Company will provide to Employee outplacement services not to exceed $50,000, which must be completed by the period one (1) year immediately following the Separation Date using a reputable provider selected by Employee with the Company’s approval (provided, however; Employee will not be entitled to obtain cash in lieu of the outplacement services)2022; and
(hc) Provided that Employee timely elects continuation coverage Reimbursement to Executive for the cost to continue Executive’s and his family’s health insurance under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended 1985 (“COBRA”), and is otherwise eligible for COBRA continuation coverage under applicable law, the Company will pay Employee’s COBRA premium applicable to Employee for comparable coverage under the Company’s group medical plan ) for a period of up to eighteen twelve (1812) consecutive months immediately following the Separation Date, provided, however, . Executive agrees that if at any time Executive becomes covered under another employer’s group health plan or otherwise ceases to be eligible for COBRA during the eighteen (18) consecutive 12-month period Employee becomes period, Executive must immediately notify Humacyte of such event and may no longer be entitled to receive health insurance from a subsequent employercontinued COBRA payments by Humacyte. Executive’s entitlement to the payments set forth in this section is subject to his full compliance with his obligations under the Agreement, or Employee is no longer eligible including Section 8 (Non-Disparagement) of the Agreement. Executive agrees that he will forfeit any right to receive COBRA continuation coverage under applicable law, the Company’s above-described payments if he breaches his obligations under this Section 4(h) shall terminate immediately. Employee acknowledges Agreement; in the event of such breach, Humacyte will immediately cease making payments to Executive and agrees that it is ▇▇▇▇▇▇▇▇’s sole responsibility to timely elect the COBRA continuation coverage in order to receive the COBRA benefits of this Section 4(h). Information about COBRA continuation coverage will be provided to Employee under separate cover at a later date or by Employee’s insurance provider. All other employment benefits received by Employee shall cease to be effective on the Separation Date.
(i) Employee acknowledges and agrees that Employee is not eligible for Executive must immediately return any payments or benefits other than as provided made by Humacyte under this section. Aside from the payments set forth above, each party is responsible for its own costs, attorneys’ fees, and expenses. In addition, the cash payments described above are the only cash payments payable in connection with Executive’s separation under this Agreement Agreement, the Employment Agreement, and expressly acknowledges that he is not eligible for any additional equity interests other than the interests already owned by EmployeeAmendment 1.
Appears in 1 contract
Sources: Executive Separation and Release Agreement (Humacyte, Inc.)
Separation Payments. In consideration of the promises and covenants made by Employee in this Agreement and the Consulting Agreement, including the general waiver and release of claims which forms a material part of this Agreement and Employee’s compliance with all of the terms and conditions of this Agreement, and conditioned on Employee’s timely execution and non-revocation of this Agreement and Employee’s timely execution and non-revocation of the Reaffirmation attached hereto as Exhibit B at the conclusion of the Transition Services Period, the Company will make the following “Separation Payments” pursuant to the Severance Plan, Employment Agreement and the outstanding award agreements governing Employee’s outstanding equity awards consistent with a termination without cause pursuant to such plans and agreements:
(a) The Separation Date shall be the Company termination date of your employment for purposes of participation in and coverage under all benefit plans and programs sponsored by or through the Company, except as otherwise provided herein. In connection with your separation from employment with the Company, you will pay to Employee the Employee’s accrued, receive (i) any accrued but unpaid annual short term cash incentive bonus payable pursuant to the NCR Voyix Corporation Management Incentive Program (the “MIP”) that was determined to be payable for calendar year 2024 based on actual performance attainment and that Employee would have received had Employee remained employed base salary through the date such bonuses are paid as a one-time, lump-sum payment (expected to be $540,000), less all applicable and legally required withholdings and deductionsSeparation Date, to be paid out on the first next regularly scheduled payroll date immediately following the sixtieth Separation Date, (60thii) calendar day after reimbursement for any properly submitted, but unreimbursed, business expenses incurred on or prior to the Separation Date and in accordance with the Company’s standard payroll practices;
expense policy (bto be eligible for such reimbursement, you must submit any such expenses within forty five (45) the Company will pay to Employee the prorated portion of Employee’s annual short term cash incentive bonus payable pursuant to the MIP for calendar year 2025 prorated based on the Employee’s days of service during calendar year 2025 through the Separation Date in the amount of $115,068 as a one-timeDate), lump-sum payment, less all applicable and legally required withholdings and deductions, to be paid out on the first payroll date following the sixtieth (60thiii) calendar day after the Separation Date payment for any accrued but unused vacation time in accordance with the Company’s standard payroll practices;vacation policy. In addition, you will be entitled to receive vested benefits provided under any employee benefit plans maintained by the Company and in which you participate (excluding any employee benefit plan providing severance or similar benefits), in each case, in accordance with the terms of such plan and applicable law.
(b) As of the Separation Date, all Company equity awards, including, stock options and restricted stock units granted to you that are outstanding as of the Separation Date (“Equity Awards”) that did not vest on or prior to the Separation Date shall be cancelled without payment therefor. With respect to vested Equity Awards, such awards shall continue to be governed by the terms of the applicable equity plan, including the Weight Watchers International, Inc. 2004 Stock Incentive Plan or the Weight Watchers International, Inc. 2008 Stock Incentive Plan (each as amended from time to time), and any other agreements executed thereunder and the Company’s corresponding Terms and Conditions for Employee Stock Awards and the Term Sheets for the same, as applicable, including without limitation, any restrictive covenants contained therein and applicable to such Equity Awards.
(c) Subject to (i) your employment during the Transition Period not being terminated for Cause, (ii) your continued compliance with the terms of this Agreement, and (iii) your executing the Release Agreement (the “Bring-Down Release”), attached hereto as Exhibit A, following the termination of your employment but on or prior to the expiration of the Review Period (as such term is defined in the Bring-Down Release), and subject to such Bring-Down Release becoming effective in accordance with its terms on the Release Effective Date (as such term is defined in the Bring-Down Release), the Company will pay provide you with the following payments and benefits (collectively, the “Consideration”):
(i) A lump sum payment in an amount equal to Employee severance in the amount $2,000,000 (representing two (2) times your current base salary) (at an annual rate of $4,000,000.00 as a one-time, lump-sum payment, less all applicable and legally required withholdings and deductions1,000,000), to be paid out on the first regular payroll date following the sixtieth Separation Date;
(60thii) calendar day after Provided you make the necessary election, payment for your continued health coverage under the Company-sponsored health plans pursuant to the Consolidated Omnibus Budget Reconciliation Act during the eighteen (18) month period following the Separation Date Date, or such shorter period of time if you obtain alternative health coverage from another employer; you agree to notify the Company of any such alternative health coverage promptly upon the commencement of such coverage;
(iii) Reimbursement of your reasonable legal fees and expenses incurred in accordance connection with your negotiation of this Agreement up to an amount equal to $9,000. Such reimbursement shall be made within ten (10) days following your execution of this Agreement;
(iv) Executive outplacement services (including executive coaching services) with an outplacement or coaching firm of your choice for up to one (1) year and up to a maximum cost to the Company of $25,000; and
(v) The retention of your Company’s standard payroll practices;-issued laptop computer.
(d) Notwithstanding the foregoing, in the event that any regular payroll date occurs prior to the Release Effective Date (as defined in the Bring-Down Release), any amount that would otherwise have been payable as a result of subparagraph (c) above shall be deferred and paid together with the regular salary installment on the first regular payroll date following the Release Effective Date.
(e) You acknowledge and agree that the payment(s) and other benefits provided pursuant to this paragraph 2 are being made in full discharge of any and all liabilities and obligations of the Company will vest to you, monetarily or with respect to employee benefits or otherwise, including but not limited to any and settle with Employeeall obligations arising under any alleged written or oral employment agreement, based on continued services through the last day policy, plan or procedure of the Transition Services PeriodCompany and/or any alleged understanding or arrangement between you and the Company (other than claims for accrued and vested benefits under an employee benefit, 78,667 shares insurance, or pension plan of time-based restricted stock units constituting a prorated portion of his unvested time-based restricted stock unit award agreements under ▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ 2017 Stock Incentive Planthe Company (excluding any employee benefit plan providing severance or similar benefits), subject to the terms and conditions of such plan and agreements, including the timing of settlement;
(e) the Company will vest and settle with Employee, based on Employee’s continued services through the last day of the Transition Services Period, (all share amounts are based on target performance but actual share amounts will be based on actual performance at the end of each applicable performance period, as provided in the underlying award agreements):
(i) 25,546 shares of NCR Atleos performance-based restricted stock units granted on February 25, 2022, (ii) 47,345 shares of Company performance-based restricted stock units granted on February 25, 2022, (iii) 32,405 shares of NCR Atleos performance-based restricted stock units granted on December 21, 2022,
(iv) 64,812 shares of Company performance-based restricted stock units granted on December 21, 2022, (v) 78,667 shares of Company performance-based restricted stock units granted on March 15, 2024, and
(vi) 28,353 shares of Company performance-based restricted stock units granted on November 8, 2024, for a total of 277,128 shares of performance-based restricted stock units constituting a prorated portion of his unvested performance-based restricted stock units award agreements under the ▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ 2017 Stock Incentive Plan, subject to the terms and conditions of such plan and agreements, including the requirement that such shares remain subject to completion of the performance period and actual performance and the timing of settlement (actual share numbers will be adjusted upward or downward based on the Company’s actual performance at the end of each applicable performance period as provided under the terms of the applicable award agreementsplan(s);).
(f) Based on continued services through You acknowledge that the last day of the Transition Services PeriodCompany may withhold from any payments made under this Agreement all applicable taxes, Employee will be vested in and continue including but not limited to hold:
(i) 21,712 NCR Atleos stock options granted on February 8income, 2019, (ii) 43,424 Company stock options granted on February 8, 2019, (iii) 103,503 NCR Atleos stock options granted on February 12, 2020employment, and (iv) 207,006 Company stock options granted on February 12, 2020, for a total of 375,645 stock options under the ▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ 2017 Stock Incentive Plan, subject to the terms and conditions of such plan and agreements, including the required exercise price and timing of exercise;
(g) the Company will provide to Employee outplacement services not to exceed $50,000, which must be completed by the period one (1) year immediately following the Separation Date using a reputable provider selected by Employee with the Company’s approval (provided, however; Employee will not be entitled to obtain cash in lieu of the outplacement services); and
(h) Provided that Employee timely elects continuation coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985social insurance taxes, as amended (“COBRA”), and is otherwise eligible for COBRA continuation coverage under applicable may be required by law, the Company will pay Employee’s COBRA premium applicable to Employee for comparable coverage under the Company’s group medical plan for a period of up to eighteen (18) consecutive months immediately following the Separation Date, provided, however, that if at any time during the eighteen (18) consecutive month period Employee becomes entitled to receive health insurance from a subsequent employer, or Employee is no longer eligible to receive COBRA continuation coverage under applicable law, the Company’s obligations under this Section 4(h) shall terminate immediately. Employee acknowledges and agrees that it is ▇▇▇▇▇▇▇▇’s sole responsibility to timely elect the COBRA continuation coverage in order to receive the COBRA benefits of this Section 4(h). Information about COBRA continuation coverage will be provided to Employee under separate cover at a later date or by Employee’s insurance provider. All other employment benefits received by Employee shall cease to be effective on the Separation Date.
(i) Employee acknowledges and agrees that Employee is not eligible for any payments or benefits other than as provided in this Agreement and expressly acknowledges that he is not eligible for any additional equity interests other than the interests already owned by Employee.
Appears in 1 contract
Sources: Separation Agreement (Weight Watchers International Inc)
Separation Payments. In consideration of Employee's agreement to the promises and covenants made by Employee in terms of this Agreement and the Consulting Agreement, including Company will pay Employee the general waiver following amounts (the "Separation Payments"):
a. For the period beginning on the date hereof through March 5, 2005 (the "Post-Employment Period"), Company will continue to pay to Employee an amount equal to the Employee's base salary of $525,000 as in effect under the Employment Agreement as of the date hereof. Such base salary shall continue to be paid in accordance with the prevailing payroll schedule for Company executives, in weekly payments of $10,096.16, subject to applicable tax withholding as W-2 income and release reported in accordance therewith, such first payment to be made on or as soon as practicable after the eighth (8th) day following the date Employee executes this Agreement.
b. On the eighth (8th) day following the date Employee executes this Agreement, Company shall pay to Employee, in a lump sum, Eighty-five Thousand Six Hundred Three Dollars and 60/100 ($85,603.60), less applicable tax withholdings, representing the dollar value of claims which forms a material part of this Agreement and Employee’s compliance with all of Employee's accrued but unused vacation as of the terms date hereof and conditions twelve months dues for the Avil▇ ▇▇▇ntry Club.
c. As promptly as practicable following the execution of this Agreement, and conditioned on Employee’s timely execution and non-revocation of in no event later than the eighth (8th) day following the date Employee executes this Agreement and Employee’s timely execution and non-revocation of the Reaffirmation attached hereto as Exhibit B at the conclusion of the Transition Services PeriodAgreement, the Company will make the following “Separation Payments” pursuant to the Severance Planwill, Employment Agreement and the outstanding award agreements governing Employee’s outstanding equity awards consistent with a termination without cause pursuant to such plans and agreements:
(a) the Company will pay to Employee the Employee’s accrued, but unpaid annual short term cash incentive bonus payable pursuant to the NCR Voyix Corporation Management Incentive Program (the “MIP”) that was determined to be payable for calendar year 2024 based on actual performance attainment and that Employee would have received had Employee remained employed through the date such bonuses are paid as a one-time, lump-sum payment (expected to be $540,000), less all applicable and legally required withholdings and deductions, to be paid out on the first payroll date following the sixtieth (60th) calendar day after the Separation Date in accordance with the Company’s 's standard payroll practices;
(b) expense reimbursement policies, reimburse Employee for all appropriately documented travel and other Company expense items submitted by Employee for reimbursement. Thereafter, the Company will pay to Employee the prorated portion of Employee’s annual short term cash incentive bonus payable pursuant to the MIP for calendar year 2025 prorated based on the Employee’s days of service during calendar year 2025 through the Separation Date in the amount of $115,068 as a one-timewill, lump-sum payment, less all applicable and legally required withholdings and deductions, to be paid out on the first payroll date following the sixtieth (60th) calendar day after the Separation Date in accordance with the Company’s 's standard payroll practices;
(c) expense reimbursement policies, promptly reimburse Employee for any additional Company expenses appropriately incurred by Employee during his employment with the Company will pay to Employee severance in the amount of $4,000,000.00 as a one-time, lump-sum payment, less all applicable credit card and legally required withholdings and deductions, to be paid out on the first payroll date following the sixtieth (60th) calendar day after the Separation Date in accordance with the Company’s standard payroll practices;
(d) the Company will vest and settle with Employee, based on continued services through the last day of the Transition Services Period, 78,667 shares of time-based restricted stock units constituting a prorated portion of his unvested time-based restricted stock unit award agreements under ▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ 2017 Stock Incentive Plan, subject to the terms and conditions of such plan and agreements, including the timing of settlement;
(e) the Company will vest and settle with Employee, based on Employee’s continued services through the last day of the Transition Services Period, (all share amounts other charges are based on target performance but actual share amounts will be based on actual performance at the end of each applicable performance period, as provided in the underlying award agreements):
(i) 25,546 shares of NCR Atleos performance-based restricted stock units granted on February 25, 2022, (ii) 47,345 shares of Company performance-based restricted stock units granted on February 25, 2022, (iii) 32,405 shares of NCR Atleos performance-based restricted stock units granted on December 21, 2022,
(iv) 64,812 shares of Company performance-based restricted stock units granted on December 21, 2022, (v) 78,667 shares of Company performance-based restricted stock units granted on March 15, 2024, and
(vi) 28,353 shares of Company performance-based restricted stock units granted on November 8, 2024, for a total of 277,128 shares of performance-based restricted stock units constituting a prorated portion of his unvested performance-based restricted stock units award agreements under the ▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ 2017 Stock Incentive Plan, subject to the terms and conditions of such plan and agreements, including the requirement that such shares remain subject to completion of the performance period and actual performance and the timing of settlement (actual share numbers will be adjusted upward or downward based on the Company’s actual performance at the end of each applicable performance period as provided under the terms of the applicable award agreements);
(f) Based on continued services through the last day of the Transition Services Period, Employee will be vested in and continue to hold:
(i) 21,712 NCR Atleos stock options granted on February 8, 2019, (ii) 43,424 Company stock options granted on February 8, 2019, (iii) 103,503 NCR Atleos stock options granted on February 12, 2020, and (iv) 207,006 Company stock options granted on February 12, 2020, for a total of 375,645 stock options under the ▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ 2017 Stock Incentive Plan, subject to the terms and conditions of such plan and agreements, including the required exercise price and timing of exercise;
(g) the Company will provide to Employee outplacement services not to exceed $50,000, which must be completed by the period one (1) year immediately following the Separation Date using a reputable provider selected by Employee with the Company’s approval (provided, however; Employee will not be entitled to obtain cash in lieu of the outplacement services); and
(h) Provided that Employee timely elects continuation coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), and is otherwise eligible for COBRA continuation coverage under applicable law, the Company will pay Employee’s COBRA premium applicable to Employee for comparable coverage under the Company’s group medical plan for a period of up to eighteen (18) consecutive months immediately following the Separation Date, provided, however, that if at any time during the eighteen (18) consecutive month period Employee becomes entitled to receive health insurance from a subsequent employer, or Employee is no longer eligible to receive COBRA continuation coverage under applicable law, the Company’s obligations under this Section 4(h) shall terminate immediately. Employee acknowledges and agrees that it is ▇▇▇▇▇▇▇▇’s sole responsibility to timely elect the COBRA continuation coverage in order to receive the COBRA benefits of this Section 4(h). Information about COBRA continuation coverage will be provided to Employee under separate cover at a later date or by Employee’s insurance provider. All other employment benefits received by Employee shall cease and submitted to be effective on the Separation DateCompany with appropriate documentation for reimbursement.
(i) Employee acknowledges and agrees that Employee is not eligible for any payments or benefits other than as provided in this Agreement and expressly acknowledges that he is not eligible for any additional equity interests other than the interests already owned by Employee.
Appears in 1 contract
Sources: Employment Separation Agreement (Sykes Enterprises Inc)
Separation Payments. In consideration of the promises and covenants made by Employee in this Agreement and the Consulting Agreement, including the general waiver and release of claims which forms a material part of this Agreement and Employee’s compliance with all of the terms and conditions of this Agreement, and conditioned on subject to Employee’s timely execution and non-revocation of this Agreement and Employee’s timely execution and non-revocation of the Reaffirmation attached hereto as Exhibit B at the conclusion of the Transition Services PeriodAgreement, the Company will make the following “Separation Payments” pursuant to the Company’s Executive Severance Plan, Employment Agreement Employee’s Offer Letter, and the outstanding award agreements governing Employee’s outstanding equity awards consistent with a termination without cause pursuant to such plans and agreements:
(a) the Company will pay to Employee any earned, unpaid wages through the Employee’s accruedSeparation Date, but unpaid annual short term cash incentive bonus payable pursuant to as required by law, and the NCR Voyix Corporation Management Incentive Program (the “MIP”) that was determined to be payable for equivalent amount of any calendar year 2024 based on actual performance attainment and vacation days that Employee would have received had Employee remained employed through are accrued but unused as of the date such bonuses are paid as a one-timeSeparation Date, lump-sum payment (expected to be $540,000), all less all applicable and legally required withholdings and deductions, to be paid out on the Company’s first regularly scheduled payroll date following the sixtieth (60th) calendar day after the Separation Date in accordance with the Company’s standard payroll practices;
(b) the Company will pay to Employee the prorated portion of Employee’s annual short term cash incentive bonus payable pursuant to the MIP for calendar year 2025 prorated based on the Employee’s days of service during calendar year 2025 through the Separation Date severance in the amount of $115,068 1,282,500.00 as a one-time, lump-sum payment, less all applicable and legally required withholdings and deductions, to be paid out on the first payroll date following the sixtieth (60th) calendar day after the Separation Date in accordance with the Company’s standard payroll practices;
(c) the Company will pay to Employee severance her 2024 Annual Bonus in the amount equivalent to the lesser of $4,000,000.00 as a one-timeeither the (i) target payout or (ii) actual payout thereunder, lump-sum paymentprorated for the eligibility year through the Separation Date, less all applicable and legally required withholdings and deductions, to be paid out on the first payroll normal payout date following for other similarly situated active employees (for the sixtieth (60thavoidance of doubt, such payout date is anticipated in or around March 2025) calendar day after the Separation Date in accordance with the Company’s standard payroll practices;
(d) the Company will vest and settle with Employee, based on continued services through pay to Employee the last day equivalent amount of the Transition Services Period, 78,667 10,391 shares of time-based restricted stock units constituting a prorated portion of his unvested timeher “Sign-based restricted stock unit award agreements under ▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ 2017 On Equity Award” pursuant to her October 2, 2023 Time-Based Restricted Stock Incentive Plan, subject to the terms and conditions of such plan and agreements, including the timing of settlement;
(e) the Company will vest and settle with Employee, based on Employee’s continued services through the last day of the Transition Services Period, (all share amounts are based on target performance but actual share amounts will be based on actual performance at the end of each applicable performance period, as provided in the underlying award agreements):
(i) 25,546 shares of NCR Atleos performance-based restricted stock units granted on February 25, 2022, (ii) 47,345 shares of Company performance-based restricted stock units granted on February 25, 2022, (iii) 32,405 shares of NCR Atleos performance-based restricted stock units granted on December 21, 2022,
(iv) 64,812 shares of Company performance-based restricted stock units granted on December 21, 2022, (v) 78,667 shares of Company performance-based restricted stock units granted on March 15, 2024, and
(vi) 28,353 shares of Company performance-based restricted stock units granted on November 8, 2024, for a total of 277,128 shares of performance-based restricted stock units constituting a prorated portion of his unvested performance-based restricted stock units award agreements Unit Award Agreement under the ▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ 2017 Stock Incentive Plan, subject to the terms and conditions of such plan and agreements, including the requirement that such shares remain subject to completion of the performance period and actual performance and the timing of settlement (actual share numbers will be adjusted upward or downward based on the Company’s actual performance at the end of each applicable performance period as provided under the terms of the applicable award agreements)programs;
(fe) vest and pay to Employee the equivalent amount of 1,938 shares of time-based restricted stock units constituting a prorated portion of her 2024 Annual Equity Award pursuant to her February 16, 2024 Time-Based on continued services through Restricted Stock Unit Award Agreement under the last day of the Transition Services Period, Employee will be vested in and continue to hold:
(i) 21,712 NCR Atleos stock options granted on February 8, 2019, (ii) 43,424 Company stock options granted on February 8, 2019, (iii) 103,503 NCR Atleos stock options granted on February 12, 2020, and (iv) 207,006 Company stock options granted on February 12, 2020, for a total of 375,645 stock options under the ▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ 2017 Corporation 2024 Stock Incentive Plan, subject to the terms and conditions of such plan programs;
(f) vest and agreementspay to Employee the equivalent amount of 2,907 shares of performance-based restricted stock units constituting a prorated portion of her 2024 Annual Equity Award pursuant to her February 16, including 2024 Performance-Based Restricted Stock Unit Award Agreement under the required exercise price NCR Atleos Corporation 2024 Stock Incentive Plan, subject to the terms and timing conditions of exercisesuch programs;
(g) pay the Company will provide premiums and other necessary costs associated with maintaining Employee’s presently elected term-life insurance coverage for twelve (12) consecutive months immediately following the Separation Date; Exhibit 10.1
(h) to arrange for Employee to receive outplacement services not to exceed $50,000provided by Right Management, which must be completed by the period one provided that Employee requests and commences such services within ninety (190) year calendar days immediately following the Separation Date using a reputable provider selected by (note that Employee with the Company’s approval (provided, however; Employee will shall not be entitled to obtain cash in lieu of the outplacement such services);
(i) payment of attorneys’ fees in the amount of $7,500.00, as a one-time, lump-sum payment, less all applicable and legally required withholdings and deductions, to be paid out on the Company’s first regularly scheduled payroll date after the Separation Date in accordance with the Company’s standard payroll practices; and
(hj) Provided that all other employment benefits received by Employee timely elects shall cease to be effective on the Separation Date, subject to Employee’s right to continuation coverage under Employee’s group health insurance pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended 1985 (“COBRA”), and is otherwise eligible for COBRA continuation provided that Employee timely elects such coverage under applicable law, the on her own accord. The Company will pay Employee’s COBRA premium applicable to Employee for comparable coverage under the Company’s group medical plan for a period of up to eighteen (18) consecutive months immediately following the Separation Date, provided, however, that if at any time during the eighteen (18) consecutive month period Employee becomes entitled to receive health insurance from a subsequent employer, or Employee is no longer eligible to receive COBRA continuation coverage under applicable law, the Company’s obligations under this Section 4(h3(j) shall terminate immediately. Employee acknowledges and agrees that it is ▇▇▇▇▇▇▇▇’s sole responsibility to timely elect the COBRA continuation coverage in order to receive the COBRA benefits of this Section 4(h). Information about COBRA continuation coverage will be provided to Employee under separate cover at a later date or by Employee’s insurance provider. All other employment benefits received by Employee shall cease to be effective on the Separation Date.
(ik) Employee acknowledges that the amounts payable pursuant to Section 3(d), (e) and (f) above will be payable in the form of a net number of shares of common stock of the Company after the Company withholds shares equal to the amount required to be withheld in order to satisfy applicable tax withholding by the Company.
(l) Employee acknowledges and agrees that Employee is not eligible for any payments or benefits other than as provided in this Agreement and expressly acknowledges that he she is not eligible for any additional equity interests other than the interests already owned by Employee.
Appears in 1 contract
Separation Payments. In further consideration of the promises your entering into and covenants made by Employee in this Agreement and the Consulting Agreement, including the general waiver and release of claims which forms a material part of this Agreement and Employee’s compliance complying fully with all of the terms and conditions of this Agreement, and specifically conditioned on Employee’s timely upon your re-execution and non-revocation of this Agreement and Employee’s timely execution and non-revocation of on the Reaffirmation attached hereto as Exhibit B at the conclusion of the Transition Services PeriodEmployment Separation Date, the Company will make also agrees to provide you the following “Separation Payments” pursuant to the Severance Plan, Employment Agreement and the outstanding award agreements governing Employee’s outstanding equity awards consistent with a termination without cause pursuant to such plans and agreementsseparation benefits:
(a) the The Company will pay to Employee you the Employee’s accrued, but unpaid annual short term cash incentive bonus payable pursuant to total gross amount of $182,200 during the NCR Voyix Corporation Management Incentive Program anticipated twelve-month period immediately following the Employment Separation Date (the “MIP”) that was determined to be payable for calendar year 2024 based on actual performance attainment and that Employee would have received had Employee remained employed through the date such bonuses are paid as a one-time, lump-sum payment (expected to be $540,000"Separation Payments"), less all applicable which is equivalent to twelve months of your current annual salary and legally required withholdings and deductions, to monthly car allowance. The Separation Payments will be paid out in equal periodic amounts on the first payroll date following the sixtieth (60th) calendar day after the Separation Date in accordance with regular pay dates of the Company’s standard payroll practices;, subject to all legally-required deductions.
(b) After the Employment Separation Date, you will have the opportunity to extend your health plan benefits, pursuant to the Company's procedures to elect continued coverage through COBRA, and you will be solely responsible for timely election of coverage and payment of premium amounts pursuant to COBRA. During the twelve-month period beginning on the Employment Separation Date, the Company will pay to Employee reimburse you for your health plan benefit premiums, at the prorated portion same benefit level which you had as of Employee’s annual short term cash incentive bonus payable pursuant to the MIP for calendar year 2025 prorated based on Resignation Date (the Employee’s days of service during calendar year 2025 through the Separation Date in the amount of $115,068 as a one-time, lump-sum payment, less all applicable and legally required withholdings and deductions, to be paid out on the first payroll date following the sixtieth (60th) calendar day after the Separation Date in accordance with the Company’s standard payroll practices;"Health Plan Premiums").
(c) In response to reference requests received by the Company will pay to Employee severance in the amount of $4,000,000.00 as a one-time, lump-sum payment, less all applicable and legally required withholdings and deductions, to be paid out on the first payroll date following the sixtieth (60th) calendar day after the Separation Date in accordance with the Company’s standard payroll practices;
(d) the Company will vest and settle with Employee, based on continued services through the last day of the Transition Services Period, 78,667 shares of time-based restricted stock units constituting a prorated portion of his unvested time-based restricted stock unit award agreements under ▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ 2017 Stock Incentive Plan, subject to the terms and conditions of such plan and agreements, including the timing of settlement;
(e) the Company will vest and settle with Employee, based on Employee’s continued services through the last day of the Transition Services Period, (all share amounts are based on target performance but actual share amounts will be based on actual performance at the end of each applicable performance period, as provided in the underlying award agreements):
(i) 25,546 shares of NCR Atleos performance-based restricted stock units granted on February 25, 2022, (ii) 47,345 shares of Company performance-based restricted stock units granted on February 25, 2022, (iii) 32,405 shares of NCR Atleos performance-based restricted stock units granted on December 21, 2022,
(iv) 64,812 shares of Company performance-based restricted stock units granted on December 21, 2022, (v) 78,667 shares of Company performance-based restricted stock units granted on March 15, 2024, and
(vi) 28,353 shares of Company performance-based restricted stock units granted on November 8, 2024, for a total of 277,128 shares of performance-based restricted stock units constituting a prorated portion of his unvested performance-based restricted stock units award agreements under the ▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ 2017 Stock Incentive Plan, subject to the terms and conditions of such plan and agreements, including the requirement that such shares remain subject to completion of the performance period and actual performance and the timing of settlement (actual share numbers will be adjusted upward or downward based on the Company’s actual performance at the end of each applicable performance period as provided under the terms of the applicable award agreements);
(f) Based on continued services through the last day of the Transition Services Period, Employee will be vested in and continue to hold:
(i) 21,712 NCR Atleos stock options granted on February 8, 2019, (ii) 43,424 Company stock options granted on February 8, 2019, (iii) 103,503 NCR Atleos stock options granted on February 12, 2020, and (iv) 207,006 Company stock options granted on February 12, 2020, for a total of 375,645 stock options under the ▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ 2017 Stock Incentive Plan, subject to the terms and conditions of such plan and agreements, including the required exercise price and timing of exercise;
(g) the Company will provide to Employee outplacement services not to exceed $50,000, which must be completed by the period one (1) year immediately following the Separation Date using a reputable provider selected by Employee with the Company’s approval (provided, however; Employee will not be entitled to obtain cash in lieu of the outplacement services); and
(h) Provided that Employee timely elects continuation coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), and is otherwise eligible for COBRA continuation coverage under applicable lawfrom prospective employers, the Company generally will pay Employee’s COBRA premium applicable confirm your dates of employment and last position held. If you wish to Employee for comparable coverage under authorize the Company’s group medical plan for Company to release any additional information about your employment, then you agree to provide me with a period of up specific written request to eighteen (18) consecutive months immediately following release such information in response to which the Separation DateCompany agrees to provide information about your actual written performance appraisals dated October 1, 2000, April 1, 2002; and May 1, 2004; provided, however, that if at any time you understand and agree that you may not accept outside employment prior to the Employment Separation Date absent advance written authorization from me. The Company does not require or expect you to seek other employment during the eighteen (18) consecutive month period Employee becomes entitled in which you are receiving compensation under this Agreement, and your compensation under this Agreement will not be reduced by any compensation you may earn from other sources during the period you are receiving compensation under this Agreement. You agree that the Separation Payments and Health Plan Premiums shall be the sole amounts paid to receive you after the Employment Separation Date, and you must confirm at that time, by signing this Agreement again, that you have been paid all wages due and owing to you from the Company through the Employment Separation Date, and that, other than as expressly provided in this Agreement, you shall have no entitlement or claim to any further compensation or benefits from the Company, including, without limitation, salary, bonuses, incentive compensation, stock, stock options, accrued vacation payments, severance pay, unvested pension benefits, employer-paid health insurance from a subsequent employerbenefits, fringe benefits, expense reimbursements, or Employee is no longer eligible any other employment benefits The Separation Payments and Health Plan Premiums shall be in lieu of any other obligation of the Company for separation pay, severance pay, or any other termination-related payment to receive COBRA continuation coverage under applicable lawyou. Should you fail to comply with the terms of this Agreement, including, for example, failing to re-execute this Agreement on the Employment Separation Date or failing to comply with any of the terms of this Agreement after the Employment Separation Date, then all of the Company’s 's payment obligations under this Section 4(h) shall Agreement will terminate immediately. Employee acknowledges The termination provisions of this section do not limit in any way the Company's remedies provided in other provisions of this Agreement, all such remedies being cumulative. The Company's decision to discontinue these payments and agrees that it is ▇▇▇▇▇▇▇▇’s sole responsibility benefits to timely elect you under this section shall not affect the COBRA continuation coverage in order to receive the COBRA remaining obligations and benefits of this Section 4(h). Information about COBRA continuation coverage will be provided to Employee under separate cover at a later date or by Employee’s insurance provider. All other employment benefits received by Employee shall cease to be effective on the Separation DateAgreement.
(i) Employee acknowledges and agrees that Employee is not eligible for any payments or benefits other than as provided in this Agreement and expressly acknowledges that he is not eligible for any additional equity interests other than the interests already owned by Employee.
Appears in 1 contract
Separation Payments. In consideration of Provided that (A) you have not voluntarily terminated employment with the promises and covenants made by Employee Company prior to the Separation Date, (B) you remain available to perform services upon the Company’s request through the Separation Date, (C) you have not commenced employment with another entity prior to the Separation Date, (D) you are not otherwise in this Agreement and the Consulting Agreement, including the general waiver and release of claims which forms a material part of this Agreement and Employee’s compliance with all violation of the terms and conditions of this Separation Agreement and (E) you execute a General Release and Waiver on, and effective as of, the Separation Date, in the form attached to this Agreement as Exhibit A and do not revoke such General Release and Waiver, then you and the Company agree that the Company shall pay to you the payments identified in this Section 5. You agree that these payments are in lieu of any and all amounts that you might otherwise claim from the Company or any affiliate, including but not limited to any and all amounts payable pursuant to your Employment Agreement, and conditioned you hereby waive any claim of right to any payment, right or benefit other than those set forth in this Separation Agreement or any vested plan benefit under a plan maintained by the Company or Parent. Provided that you have executed and delivered to the Company the General Release and Waiver prescribed herein on Employee’s timely execution the Separation Date, and non-provided further that the statutory period during which you are entitled to revoke the General Release and Waiver has expired without revocation of this Agreement and Employee’s timely execution and non-revocation of the Reaffirmation attached hereto as Exhibit B at the conclusion of the Transition Services Periodby you, the Company will make provide you the following:
a. One Million One Hundred Fifty-One Thousand Dollars ($1,151,000), less tax and payroll withholding required by law, payable in a lump sum as soon as practicable following “the Separation Payments” pursuant Date, but no later than the forty-fifth (45th) day following the Separation Date;
b. You will remain eligible to participate in the Severance Plan, Employment Agreement Company’s Annual Incentive Plan for the 2017 performance year and the outstanding award agreements governing Employee’s outstanding equity awards consistent with a termination without cause pursuant to such plans and agreements:
(a) Company hereby waives the requirement that you be employed by the Company will pay on the date of payment in 2018 in order to Employee the Employee’s accrued, but unpaid annual short term be eligible to receive such payment. Any cash incentive bonus payable pursuant to payment for 2017 performance will be at the NCR Voyix Corporation Management Incentive Program discretion of the Compensation Committee of the Board of Directors of the Parent (the “MIPCompensation Committee”) that was determined to be payable for calendar year 2024 based on actual performance attainment consistent with the Company’s customary practice and that Employee would have received had Employee remained employed through the date such bonuses are paid as a one-time, lump-sum payment (expected to be $540,000), less all applicable and legally required withholdings and deductions, to will be paid out on the first payroll date following the sixtieth (60th) calendar day after the Separation Date in accordance with the Company’s standard payroll practicespayment schedule for 2017 Annual Incentive Plan payments;
(b) c. To the Company extent approved by the Compensation Committee for other U.S. employees working in Bermuda in 2017, you will pay to Employee the prorated portion of Employee’s annual short term receive a cash incentive bonus payable pursuant payment equal to the MIP for amount of contributions and credits that you would have been eligible to receive or be credited under certain Company-sponsored United States qualified and nonqualified retirement plans in respect of the calendar year 2025 prorated based on 2017 if you had not been employed outside of the Employee’s days United States in 2017. The amount of service during calendar year 2025 through any payment provided under this section shall be determined by the Compensation Committee in its sole and absolute discretion and will be made as soon as practicable following your Separation Date, but no later than the forty-fifth (45th) day following the Separation Date;
d. An amount equal to your accrued and unused vacation time as of the Separation Date in the amount of $115,068 as a one-time, lump-sum payment, less all applicable and legally required withholdings and deductions, to be paid out on the first payroll date following the sixtieth (60th) calendar day after the Separation Date in accordance consistent with the Company’s standard payroll practices;
(c) the Company will pay to Employee severance policies and procedures as set forth in the amount of $4,000,000.00 as a one-time, lump-sum payment, less all applicable and legally required withholdings and deductions, to be paid out on the first payroll date following the sixtieth (60th) calendar day after the Separation Date in accordance with the Company’s standard payroll practices;
(d) the Company will vest and settle with Employeeemployee handbook, based on continued services through the last day of the Transition Services Period, 78,667 shares of time-based restricted stock units constituting a prorated portion of his unvested time-based restricted stock unit award agreements under ▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ 2017 Stock Incentive Plan, subject to the terms and conditions of such plan and agreements, including the timing of settlement;
(e) the Company will vest and settle with Employee, based on Employee’s continued services through the last day of the Transition Services Period, (all share amounts are based on target performance but actual share amounts which amount will be based on actual performance at the end of each applicable performance period, payable in a lump sum as provided in the underlying award agreements):
(i) 25,546 shares of NCR Atleos performance-based restricted stock units granted on February 25, 2022, (ii) 47,345 shares of Company performance-based restricted stock units granted on February 25, 2022, (iii) 32,405 shares of NCR Atleos performance-based restricted stock units granted on December 21, 2022,
(iv) 64,812 shares of Company performance-based restricted stock units granted on December 21, 2022, (v) 78,667 shares of Company performance-based restricted stock units granted on March 15, 2024, and
(vi) 28,353 shares of Company performance-based restricted stock units granted on November 8, 2024, for a total of 277,128 shares of performance-based restricted stock units constituting a prorated portion of his unvested performance-based restricted stock units award agreements under the ▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ 2017 Stock Incentive Plan, subject to the terms and conditions of such plan and agreements, including the requirement that such shares remain subject to completion of the performance period and actual performance and the timing of settlement (actual share numbers will be adjusted upward or downward based on the Company’s actual performance at the end of each applicable performance period soon as provided under the terms of the applicable award agreements);
(f) Based on continued services through the last day of the Transition Services Period, Employee will be vested in and continue to hold:
(i) 21,712 NCR Atleos stock options granted on February 8, 2019, (ii) 43,424 Company stock options granted on February 8, 2019, (iii) 103,503 NCR Atleos stock options granted on February 12, 2020, and (iv) 207,006 Company stock options granted on February 12, 2020, for a total of 375,645 stock options under the ▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ 2017 Stock Incentive Plan, subject to the terms and conditions of such plan and agreements, including the required exercise price and timing of exercise;
(g) the Company will provide to Employee outplacement services not to exceed $50,000, which must be completed by the period one (1) year immediately following the Separation Date using a reputable provider selected by Employee with the Company’s approval (provided, however; Employee will not be entitled to obtain cash in lieu of the outplacement services); and
(h) Provided that Employee timely elects continuation coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), and is otherwise eligible for COBRA continuation coverage under applicable law, the Company will pay Employee’s COBRA premium applicable to Employee for comparable coverage under the Company’s group medical plan for a period of up to eighteen (18) consecutive months immediately practicable following the Separation Date, providedbut no later than the forty-fifth (45th) day following the Separation Date; and
e. Notwithstanding the terms of any applicable award agreements, however, all of your restricted shares and restricted stock units granted under the Parent’s equity plan that if at any time during remain outstanding and unvested as of the eighteen (18) consecutive month period Employee becomes entitled to receive health insurance from a subsequent employer, or Employee is no longer eligible to receive COBRA continuation coverage under applicable law, the Company’s obligations under this Section 4(h) Separation Date shall terminate immediately. Employee acknowledges and agrees that it is ▇▇▇▇▇▇▇▇’s sole responsibility to timely elect the COBRA continuation coverage in order to receive the COBRA benefits of this Section 4(h). Information about COBRA continuation coverage will be provided to Employee under separate cover at a later date or by Employee’s insurance provider. All other employment benefits received by Employee shall cease to be effective on immediately vest upon the Separation Date.
(i) Employee acknowledges and agrees that Employee is not eligible for any payments or benefits other than as provided in this Agreement and expressly acknowledges that he is not eligible for any additional equity interests other than the interests already owned by Employee.
Appears in 1 contract
Separation Payments. (a) In consideration the event of termination of the promises and covenants made by Employee in this Agreement and Employment Period upon the Consulting Agreement, including the general waiver and release of claims which forms a material part of this Agreement and Employee’s compliance with all death or Disability of the terms and conditions of this Agreement, and conditioned on Employee’s timely execution and non-revocation of this Agreement and Employee’s timely execution and non-revocation of the Reaffirmation attached hereto as Exhibit B at the conclusion of the Transition Services PeriodExecutive, the Company will make the following “Separation Payments” pursuant shall promptly pay to Executive (i) all sums in respect of Base Salary and benefits accrued and unpaid to the Severance Plan, Employment Agreement date of termination (ii) the 2001 Guaranteed Bonus and the outstanding award agreements governing Employee’s outstanding equity awards consistent with a termination without cause pursuant to such plans 2002 Guaranteed Bonus, if not previously paid, on the dates those bonuses would have otherwise been payable, and agreements:
(aiii) if the Company will pay meets the Performance Targets for the fiscal year in which such termination takes place, a share of the Performance Target-related bonus that the Executive would otherwise have received, such share to Employee the Employee’s accrued, but unpaid annual short term cash incentive bonus payable pursuant be proportional to the NCR Voyix Corporation Management Incentive Program (period of the “MIP”) that was determined fiscal year covered by the Employment Period. Executive shall not be entitled to be payable receive her Base Salary, any severance pay or any fringe benefits for calendar year 2024 based on actual performance attainment and that Employee would have received had Employee remained employed through periods after such termination of the date such bonuses are paid as a one-time, lump-sum payment (expected to be $540,000), less all applicable and legally required withholdings and deductions, to be paid out on the first payroll date following the sixtieth (60th) calendar day after the Separation Date in accordance with the Company’s standard payroll practices;Employment Period upon death or Disability.
(b) In the event of termination of the Employment Period by the Company will for Cause or upon Executive's resignation (other than for Good Reason), the Company shall promptly pay to Employee the prorated portion Executive all sums in respect of Employee’s annual short term cash incentive bonus payable pursuant Base Salary and benefits accrued and unpaid to the MIP date of termination. Within five business days following a termination of the Employment Period by the Company for calendar year 2025 prorated based Cause or upon Executive's resignation (other than for Good Reason), the Company may, in its sole discretion, notify the Executive in writing of its decision to release the Executive from her obligations under sections 6(a)-(c) of this Agreement. In the event the Company fails to elect to release the Executive as provided in the immediately preceding sentence, the Company shall continue to pay the Executive the Base Salary in effect on the Employee’s days date of service during calendar year 2025 through the Separation Date in the amount of $115,068 as a one-time, lump-sum payment, less all applicable and legally required withholdings and deductions, to be paid out on the first payroll date following the sixtieth (60th) calendar day after the Separation Date in accordance with the Company’s standard payroll practices;
(c) the Company will pay to Employee severance in the amount of $4,000,000.00 as a one-time, lump-sum payment, less all applicable and legally required withholdings and deductions, to be paid out on the first payroll date following the sixtieth (60th) calendar day after the Separation Date in accordance with the Company’s standard payroll practices;
(d) the Company will vest and settle with Employee, based on continued services termination through the last day of the Transition Services Period, 78,667 shares Non-Competition Period (as defined in Section 6(a) of time-based restricted stock units constituting a prorated portion of his unvested time-based restricted stock unit award agreements under ▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ 2017 Stock Incentive Plan, subject to the terms and conditions of such plan and agreements, including the timing of settlement;
(e) the Company will vest and settle with Employee, based on Employee’s continued services through the last day of the Transition Services Period, (all share amounts are based on target performance but actual share amounts will be based on actual performance at the end of each applicable performance period, this Agreement). Except as provided in the underlying award agreements):immediately preceding sentence, Executive shall not be entitled to receive her Base Salary, any severance pay or any fringe benefits for periods after such termination of the Employment Period or any bonus not previously paid, irrespective of whether such bonus is guaranteed under this Agreement.
(c) If the Employment Period is terminated by the Company without Cause or by the Executive for Good Reason in accordance with Section 3(c), then (i) 25,546 shares the Company shall pay to Executive within 15 days of NCR Atleos performance-based restricted stock units granted on February 25such termination an amount equal to the amount the Executive would have earned if she continued to receive the Base Salary in effect at the time of termination until the later of (A) the first anniversary of the effective date of termination, 2022and (B) the third anniversary of the Commencement Date, (ii) 47,345 shares the Company shall pay to Executive within ten days thereof all sums accrued and unpaid to the date of Company performance-based restricted stock units granted on February 25, 2022termination, (iii) 32,405 shares of NCR Atleos performance-based restricted stock units granted on December 21, 2022,
(iv) 64,812 shares of Company performance-based restricted stock units granted on December 21, 2022, (v) 78,667 shares of Company performance-based restricted stock units granted on March 15, 2024, and
(vi) 28,353 shares of Company performance-based restricted stock units granted on November 8, 2024, for a total of 277,128 shares of performance-based restricted stock units constituting a prorated portion of his unvested performance-based restricted stock units award agreements under the ▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ 2017 Stock Incentive Plan, subject to the terms and conditions of such plan and agreements, including the requirement that such shares remain subject to completion of the performance period and actual performance 2001 Guaranteed Bonus and the timing of settlement (actual share numbers will be adjusted upward or downward based 2002 Guaranteed Bonus, if not previously paid, on the Company’s actual performance at the end of each applicable performance period as provided under the terms of the applicable award agreements);
(f) Based on continued services through the last day of the Transition Services Period, Employee will be vested in and continue to hold:
(i) 21,712 NCR Atleos stock options granted on February 8, 2019, (ii) 43,424 Company stock options granted on February 8, 2019, (iii) 103,503 NCR Atleos stock options granted on February 12, 2020dates those bonuses would have otherwise been payable, and (iv) 207,006 the Company stock options granted shall pay to Executive, on February 12or before March 31 of the following fiscal year, 2020a share of the Performance Target-related bonus that the Executive would otherwise have received, for a total of 375,645 stock options under the ▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ 2017 Stock Incentive Plan, subject such share to be in proportion to the terms and conditions period of such plan and agreements, including the required exercise price and timing of exercise;
(g) the Company will provide to Employee outplacement services not to exceed $50,000, which must be completed fiscal year covered by the period one (1) year immediately following Employment Period. In the Separation Date using a reputable provider selected by Employee with event that the Company’s approval (provided, however; Employee will not be entitled to obtain cash in lieu Executive is terminated on or after the first anniversary of the outplacement services); and
(h) Provided that Employee timely elects continuation coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), and is otherwise eligible for COBRA continuation coverage under applicable law, the Company will pay Employee’s COBRA premium applicable to Employee for comparable coverage under the Company’s group medical plan for a period of up to eighteen (18) consecutive months immediately following the Separation Commencement Date, provided, however, that if at any time during the eighteen (18) consecutive month period Employee becomes entitled to receive health insurance from a subsequent employer, or Employee is no longer eligible to receive COBRA continuation coverage under applicable law, the Company’s obligations all amounts payable under this Section 4(h4(c) shall terminate immediatelybe paid in a lump sum within 15 days of the effective date of termination. Employee acknowledges and agrees that it is ▇▇▇▇▇▇▇▇’s sole responsibility to timely elect the COBRA continuation coverage in order to receive the COBRA benefits The provisions of this Section 4(h). Information about COBRA continuation coverage will be provided to Employee under separate cover at a later date 4(c) shall constitute Executive's sole and exclusive remedy in connection with termination of the Employment Period by the Company without Cause or by Employee’s insurance provider. All other employment benefits received by Employee shall cease to be effective on the Separation DateExecutive for Good Reason.
(i) Employee acknowledges and agrees that Employee is not eligible for any payments or benefits other than as provided in this Agreement and expressly acknowledges that he is not eligible for any additional equity interests other than the interests already owned by Employee.
Appears in 1 contract
Sources: Employment Agreement (Delias Corp)
Separation Payments. In consideration of the promises and covenants made by Employee in If you sign this Agreement and the Consulting Agreement, including agreeing to be bound by the general waiver and release of claims which forms a material part of this Agreement in Paragraph 4 below and Employee’s compliance with all of the other terms and conditions of this Agreement, in consideration for your general release of claims and conditioned on Employee’s timely execution and non-revocation of other commitments under this Agreement and Employee’s timely execution and non-revocation of the Reaffirmation attached hereto as Exhibit B at the conclusion of the Transition Services PeriodAgreement, the Company will make do the following “Separation Payments” pursuant to the Severance Plan, Employment Agreement and the outstanding award agreements governing Employee’s outstanding equity awards consistent with a termination without cause pursuant to such plans and agreementsfollowing:
(a) Pay you twelve (12) months of severance pay at your base salary as of your Separation Date, in the Company will pay to Employee the Employee’s accrued, but unpaid annual short term cash incentive bonus payable pursuant to the NCR Voyix Corporation Management Incentive Program gross amount of Four Hundred Twenty Thousand Dollars (the “MIP”) that was determined to be payable for calendar year 2024 based on actual performance attainment and that Employee would have received had Employee remained employed through the date such bonuses are paid as a one-time, lump-sum payment (expected to be $540,000420,000), less all applicable and legally required withholdings and deductions, to be paid out on the first payroll date following the sixtieth for twelve (60th12) calendar day after the Separation Date months in accordance with the Company’s standard payroll practices;, commencing on the next regular pay date after the Effective Date of this Agreement, less all deductions for local, state and federal taxes legally required to be withheld.
(b) Pay you the Company will pay to Employee the prorated portion of Employee’s annual short term cash incentive bonus payable pursuant to the MIP for calendar year 2025 prorated based on the Employee’s days of service during calendar year 2025 through the Separation Date in the gross amount of Three Hundred and Thirty-Six Thousand Dollars ($115,068 as a one-time, lump-sum payment, less all applicable and legally required withholdings and deductions, 336,000.00) to be paid out on the first payroll date following the sixtieth in equal installments over a twelve (60th12) calendar day after the Separation Date month period, in accordance with the Company’s standard payroll practices;, commencing on the next regular pay date after the Effective Date of this Agreement, less all deductions for local, state and federal taxes legally required to be withheld. This amount represents your target bonus pursuant to Section 6(a)(iii) of your Employment Agreement. For the sake of clarity, you have already received your entire 2015 bonus pursuant to Section 3(b) of your Employment Agreement, in the amount of One Hundred and Twenty-Five Thousand Dollars ($125,000).
(c) If you are receiving group health coverage under any Company benefit plan on your Separation Date and you timely elect COBRA continuation coverage, the Company will pay to Employee severance in subsidize the amount entire cost of $4,000,000.00 as a one-timesuch continuation of coverage for twelve (12) months, lump-sum payment, less all applicable and legally required withholdings and deductions, to be paid out commencing on the first payroll date of the month immediately after the Effective Date of this Agreement. Commencing with the first day of the calendar month following the sixtieth final calendar month during which the Company subsidizes the entire cost of your continuation of coverage, you shall be responsible for the entire cost of such continuation coverage and shall be so responsible for the remainder of the COBRA continuation period. Your period of COBRA coverage will not be extended by the time-period during which the Company subsidizes the cost of your continuation of coverage.
(60thd) calendar day after The Nonstatutory Stock Options granted to you on February 7, 2011 shall become fully vested as of the Separation Effective Date and you shall have a nonforfeitable right to the previously unvested stock options. Such stock options shall be exercisable in accordance with the terms of the Nonstatutory Stock Option Notice entered into between you and the Company, as summarized in Paragraph 1(b) above.
(e) You shall become fully vested and have a nonforfeitable right as of the Effective Date to the previously unvested one hundred sixty seven thousand five hundred (167,500) restricted shares that were granted to you by the Company pursuant to the Restricted Stock Agreements dated May 28, 2013 and May 15, 2014 (“Restricted Stock Agreement(s)”). On the Effective Date, the Company shall grant you three million eight hundred thousand (3,800,000) fully vested and transferable shares of common stock pursuant to a Company Stock Award Agreement (“Company Stock Award Agreement”), subject to the obligations acknowledged. Subject to the restrictions and limitations of Paragraph 26, the Company shall impose no other restrictions on your transfer of such shares (or any other shares of the Company’s standard payroll practices;common stock owned by you, including any shares received as a result of the exercise of the Restricted Stock Grants, Nonstatutory Stock Option Notice referenced in Paragraph 2(d) above or the Company Stock Award Agreement) beyond any restrictions under applicable law, other than any volume restrictions applicable under Rule 144 of the Securities Act of 1933, as amended. The Company acknowledges and agrees that all shares of the Company’s common stock issued to you by the Company have been registered under a registration statement filed with the Securities and Exchange Commission. You acknowledge your obligations under applicable law with respect to effecting transactions in the Company’s securities, including, but not limited to, obligations to refrain from engaging in any such transactions while in possession of material non-public information.
(df) the Company will vest and settle with EmployeePay up to Twenty Thousand Dollars ($20,000.00) of your legal fees (within 30 days following receipt of an invoice) directly to your legal counsel, based on continued services through the last day of the Transition Services Period, 78,667 shares of time-based restricted stock units constituting a prorated portion of his unvested time-based restricted stock unit award agreements under ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇▇▇▇▇ 2017 Stock Incentive PlanLLP, subject to review and advise you with respect to this Agreement.
(g) Pay you Thirty Two Thousand Three Hundred and Seven Dollars ($32,307.00) in respect of your four (4) weeks of unused vacation time on the first payroll date after the Effective Date, less all deductions for local, state and federal taxes legally required to be withheld.
(h) You will not be eligible for payments and other benefits described in this Paragraph 2 unless (i) the Company has received a signed copy of this Agreement that has been timely executed; (ii) you have returned all Company property and documents in accordance with Paragraph 9 below and certify that you have done so as required therein; provided, that, if the Company believes you have failed to return all such property and documents, it shall advise you in writing within thirty (30) days of its knowledge that you have not returned all of such property and documents and provide you with at least thirty (30) days to make such return of property and documents and (iii) you comply with the terms and conditions of such plan and agreements, including the timing of settlement;
(e) the Company will vest and settle with Employee, based on Employee’s continued services through the last day of the Transition Services Period, (all share amounts are based on target performance but actual share amounts will be based on actual performance at the end of each applicable performance period, as provided in the underlying award agreements):
(i) 25,546 shares of NCR Atleos performance-based restricted stock units granted on February 25, 2022, (ii) 47,345 shares of Company performance-based restricted stock units granted on February 25, 2022, (iii) 32,405 shares of NCR Atleos performance-based restricted stock units granted on December 21, 2022,
(iv) 64,812 shares of Company performance-based restricted stock units granted on December 21, 2022, (v) 78,667 shares of Company performance-based restricted stock units granted on March 15, 2024, and
(vi) 28,353 shares of Company performance-based restricted stock units granted on November 8, 2024, for a total of 277,128 shares of performance-based restricted stock units constituting a prorated portion of his unvested performance-based restricted stock units award agreements under the ▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ 2017 Stock Incentive Plan, subject to the terms and conditions of such plan and agreements, including the requirement that such shares remain subject to completion of the performance period and actual performance and the timing of settlement (actual share numbers will be adjusted upward or downward based on the Company’s actual performance at the end of each applicable performance period as provided under the terms of the applicable award agreements);
(f) Based on continued services through the last day of the Transition Services Period, Employee will be vested in and continue to hold:
(i) 21,712 NCR Atleos stock options granted on February 8, 2019, (ii) 43,424 Company stock options granted on February 8, 2019, (iii) 103,503 NCR Atleos stock options granted on February 12, 2020, and (iv) 207,006 Company stock options granted on February 12, 2020, for a total of 375,645 stock options under the ▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ 2017 Stock Incentive Plan, subject to the terms and conditions of such plan and agreements, including the required exercise price and timing of exercise;
(g) the Company will provide to Employee outplacement services not to exceed $50,000, which must be completed by the period one (1) year immediately following the Separation Date using a reputable provider selected by Employee with the Company’s approval (provided, however; Employee will not be entitled to obtain cash in lieu of the outplacement services); and
(h) Provided that Employee timely elects continuation coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), and is otherwise eligible for COBRA continuation coverage under applicable law, the Company will pay Employee’s COBRA premium applicable to Employee for comparable coverage under the Company’s group medical plan for a period of up to eighteen (18) consecutive months immediately following the Separation Date, provided, however, that if at any time during the eighteen (18) consecutive month period Employee becomes entitled to receive health insurance from a subsequent employer, or Employee is no longer eligible to receive COBRA continuation coverage under applicable law, the Company’s obligations under this Section 4(h) shall terminate immediately. Employee acknowledges and agrees that it is ▇▇▇▇▇▇▇▇’s sole responsibility to timely elect the COBRA continuation coverage in order to receive the COBRA benefits of this Section 4(h). Information about COBRA continuation coverage will be provided to Employee under separate cover at a later date or by Employee’s insurance provider. All other employment benefits received by Employee shall cease to be effective on the Separation DateAgreement.
(i) Employee acknowledges and agrees that Employee is not eligible for any payments or benefits other than as provided in this Agreement and expressly acknowledges that he is not eligible for any additional equity interests other than the interests already owned by Employee.
Appears in 1 contract
Sources: General Release (Unilife Corp)
Separation Payments. In consideration of (a) If Employee’s employment is terminated by the promises and covenants made Company without Cause (as defined below) or by Employee in this Agreement for Good Reason (as defined below), provided that Employee signs and the Consulting Agreement, including the does not revoke a general waiver and release of claims against the Company within the time period specified therein, but in no event later than 60 days after the termination date, in form and substance satisfactory to the Company and Employee (the “Release”), then the Company will provide Employee with the following benefits, referred to herein as the “Separation Benefits”:
(i) an amount of severance pay equal to Employee’s then-current Base Salary, paid less applicable taxes and withholdings over a period of 12 months following the date of termination (the “Separation Pay”);
(ii) a pro-rated portion of the Annual Bonus for which forms Employee is eligible for the year of termination, based on actual performance for the year as determined by the Board based on the period between the first day of the fiscal year in which the Annual Bonus is in force and the actual day of termination, and payable when the Company would otherwise have paid the Annual Bonus; and
(iii) provided that Employee properly and timely elects to continue his health insurance benefits under COBRA or applicable state continuation coverage law after the date of termination, reimbursement for Employee’s applicable health continuation coverage premiums actually paid, less the amount of any premium amount that would have been payable by Employee for such coverage, if any, if Employee had been actively employed by the Company, for a period of 12 months or until Employee becomes eligible for insurance benefits from another employer, whichever is earlier (the “COBRA Reimbursement”). The Separation Pay described in clause (i) above will be payable to Executive over time in accordance with the Company’s payroll practices and procedures beginning on the 60th day following the termination of Executive’s employment with the Company, provided that the first installment will include all amounts that would have been paid if such payments had commenced effective on the date of termination. The COBRA Reimbursement shall continue for the specified period provided that (A) the Company may terminate the COBRA Reimbursement if Employee becomes eligible to receive health benefits pursuant to a plan maintained by a subsequent employer during such period, and Employee will promptly notify the Company of his becoming eligible for such coverage, and (B) the Company has the right to discontinue the reimbursement payment and pay to the Employee a lump sum amount equal to the current COBRA premium times the number of months remaining in the specified period if the Company determines that continued payment of the COBRA reimbursement is discriminatory under Section 105(h) of the Internal Revenue Code of 1986, as amended. If Employee is entitled to receive the Separation Benefits but materially breaches his obligations under this Agreement or any other agreement entered into by Employee and the Company (including but not limited to the Confidentiality Agreement) after termination of employment, the Company will be entitled to immediately stop paying any further installments of the Separation Benefits.
(b) For purposes of this Agreement, “Cause” shall mean Employee’s: (i) willful or repeated failure, disregard or refusal to perform his duties as an employee of the Company; (ii) willful misconduct with respect to Employee’s duties as an employee of the Company; (iii) material breach of any agreement between Employee and the Company (including but not limited to this Agreement or the Confidentiality Agreement); (iv) conviction on charges of, or plea of guilt or no contest to any felony or a misdemeanor involving illegal drugs or substances or moral turpitude (including entry of a nolo contendere plea); (v) engagement in a form of discrimination or harassment prohibited by law (including, without limitation, discrimination or harassment based on race, color, religion, sex, national origin, age or disability); and/or (vi) intentional or negligent act that injures or, in the reasonable opinion of the Company, has the capacity to injure, the operations or reputation of the Company. “Good Reason” shall mean any of the following occurring at the time of, or within 12 months immediately following, a Change in Control: (i) a material part of this Agreement and reduction in Employee’s compliance with all Base Salary without his consent; (ii) any reduction or material change in his duties as Employee; (iii) a material breach by the Company (or by any successor) of the terms and conditions of this Agreement, and conditioned on Employee’s timely execution and non-revocation of this Agreement and Employee’s timely execution and non-revocation of the Reaffirmation attached hereto as Exhibit B at the conclusion of the Transition Services Period, the Company will make the following “Separation Payments” pursuant to the Severance Plan, Employment Agreement any agreement between Employee and the outstanding award agreements governing Employee’s outstanding equity awards consistent with a termination without cause pursuant to such plans and agreements:
(a) the Company will pay to Employee the Employee’s accrued, but unpaid annual short term cash incentive bonus payable pursuant to the NCR Voyix Corporation Management Incentive Program (the “MIP”) that was determined to be payable for calendar year 2024 based on actual performance attainment and that Employee would have received had Employee remained employed through the date such bonuses are paid as a one-time, lump-sum payment (expected to be $540,000), less all applicable and legally required withholdings and deductions, to be paid out on the first payroll date following the sixtieth (60th) calendar day after the Separation Date in accordance with the Company’s standard payroll practices;
(b) the Company will pay to Employee the prorated portion of Employee’s annual short term cash incentive bonus payable pursuant to the MIP for calendar year 2025 prorated based on the Employee’s days of service during calendar year 2025 through the Separation Date in the amount of $115,068 as a one-time, lump-sum payment, less all applicable and legally required withholdings and deductions, to be paid out on the first payroll date following the sixtieth (60th) calendar day after the Separation Date in accordance with the Company’s standard payroll practices;
(c) the Company will pay to Employee severance in the amount of $4,000,000.00 as a one-time, lump-sum payment, less all applicable and legally required withholdings and deductions, to be paid out on the first payroll date following the sixtieth (60th) calendar day after the Separation Date in accordance with the Company’s standard payroll practices;
(d) the Company will vest and settle with Employee, based on continued services through the last day of the Transition Services Period, 78,667 shares of time-based restricted stock units constituting a prorated portion of his unvested time-based restricted stock unit award agreements under ▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ 2017 Stock Incentive Plan, subject to the terms and conditions of such plan and agreements, including the timing of settlement;
(e) the Company will vest and settle with Employee, based on Employee’s continued services through the last day of the Transition Services Period, (all share amounts are based on target performance but actual share amounts will be based on actual performance at the end of each applicable performance period, as provided in the underlying award agreements):
(i) 25,546 shares of NCR Atleos performance-based restricted stock units granted on February 25, 2022, (ii) 47,345 shares of Company performance-based restricted stock units granted on February 25, 2022, (iii) 32,405 shares of NCR Atleos performance-based restricted stock units granted on December 21, 2022,
; or (iv) 64,812 shares any directive of the Company performance-based restricted stock units granted on December 21that would require Employee to commit any act or omission involving fraud, 2022embezzlement, (v) 78,667 shares or unethical behavior or would bring Employee into substantial public or professional disgrace or disrepute. To effectuate a termination of employment for Good Reason, Employee must give the Company performance-based restricted stock units granted on March 15written notice of the termination within 30 days of the initial existence of the circumstances alleged to be the grounds for Good Reason, 2024setting forth such circumstances in reasonable detail. The Company shall have 30 days following the receipt of such notification to cure the specific circumstances that constitute Good Reason. In the event the Company takes effective action to cure, and
(vi) 28,353 shares of Company performance-based restricted stock units granted on November 8, 2024, Good Reason for a total of 277,128 shares of performance-based restricted stock units constituting a prorated portion of his unvested performance-based restricted stock units award agreements under the ▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ 2017 Stock Incentive Plan, subject termination shall not be deemed to exist with respect to the terms and conditions specific circumstances set forth in the written notice. “Change in Control” means the sale of such plan and agreements, including substantially all the requirement that such shares remain subject to completion assets of the performance period and actual performance and the timing of settlement (actual share numbers will be adjusted upward Company, any merger, consolidation or downward based on the Company’s actual performance at the end of each applicable performance period as provided under the terms acquisition of the applicable award agreements);
(f) Based on continued services through Company by or into another party, entity or person, and or any change in the last day ownership of more than 50% of the Transition Services Period, Employee will be vested in and continue to hold:
(i) 21,712 NCR Atleos voting capital stock options granted on February 8, 2019, (ii) 43,424 Company stock options granted on February 8, 2019, (iii) 103,503 NCR Atleos stock options granted on February 12, 2020, and (iv) 207,006 Company stock options granted on February 12, 2020, for a total of 375,645 stock options under the ▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ 2017 Stock Incentive Plan, subject to the terms and conditions of such plan and agreements, including the required exercise price and timing of exercise;
(g) the Company will provide to Employee outplacement services not to exceed $50,000, which must be completed by the period in one (1) year immediately following the Separation Date using a reputable provider selected by Employee with the Company’s approval (provided, however; Employee will not be entitled to obtain cash in lieu of the outplacement services); and
(h) Provided that Employee timely elects continuation coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), and is otherwise eligible for COBRA continuation coverage under applicable law, the Company will pay Employee’s COBRA premium applicable to Employee for comparable coverage under the Company’s group medical plan for a period of up to eighteen (18) consecutive months immediately following the Separation Date, provided, however, that if at any time during the eighteen (18) consecutive month period Employee becomes entitled to receive health insurance from a subsequent employer, or Employee is no longer eligible to receive COBRA continuation coverage under applicable law, the Company’s obligations under this Section 4(h) shall terminate immediately. Employee acknowledges and agrees that it is ▇▇▇▇▇▇▇▇’s sole responsibility to timely elect the COBRA continuation coverage in order to receive the COBRA benefits of this Section 4(h). Information about COBRA continuation coverage will be provided to Employee under separate cover at a later date or by Employee’s insurance provider. All other employment benefits received by Employee shall cease to be effective on the Separation Datemore related transactions.
(i) Employee acknowledges and agrees that Employee is not eligible for any payments or benefits other than as provided in this Agreement and expressly acknowledges that he is not eligible for any additional equity interests other than the interests already owned by Employee.
Appears in 1 contract
Sources: Employment Agreement (Citius Pharmaceuticals, Inc.)
Separation Payments. In Provided (i) Employee executes this Agreement within the 21-day consideration period and does not exercise his right of revocation, as contemplated by Paragraph 6, below, and (ii) Employee executes the Affirmation set forth as Exhibit A hereto (the “Affirmation”) on or after (but not before) the Separation Date (and within the 21-day consideration period) and does not exercise his right of revocation, as contemplated by Paragraph 6, below, the Company shall make the following payments to Employee or on Employee’s behalf (the “Separation Payments”): i. The Company shall pay to Employee a gross amount equal to $475,020.00 less all applicable taxes and other withholdings, and payable within fourteen (14) calendar days of the promises and covenants made by Employee in this Agreement and the Consulting Agreement, including the general waiver and release of claims which forms a material part Effective Date of this Agreement pursuant to Paragraph 22 below; ii. As long as Employee properly and Employeetimely elects to continue health benefits coverage under the Company’s compliance group health insurance plan(s) in accordance with all the continuation requirements of the terms and conditions of this Agreement, and conditioned on Employee’s timely execution and non-revocation of this Agreement and Employee’s timely execution and non-revocation of the Reaffirmation attached hereto as Exhibit B at the conclusion of the Transition Services PeriodCOBRA, the Company will make the following “Separation Payments” pursuant shall pay for such coverage (including coverage for Employee’s eligible dependents) directly to the Severance Planinsurer (or its agent) of Company’s choice beginning the first day of the month following the Separation Date and for twelve months thereafter (“COBRA Term”). In the event Employee obtains alternative health coverage during the COBRA Term, Employment Agreement and the outstanding award agreements governing COBRA payments referred to herein shall cease. It is Employee’s outstanding equity awards consistent with a termination without cause pursuant obligation to notify Employer immediately of such plans coverage. In no event shall Employee receive cash or payment for any COBRA payments; and agreements:
(a) iii. The Company shall accelerate the Company will pay to Employee the vesting of Employee’s accrued, but unpaid annual short term cash incentive bonus payable pursuant to the NCR Voyix Corporation Management Incentive Program (the “MIP”) unvested and outstanding restricted stock units that was determined to be payable for calendar year 2024 based on actual performance attainment and that Employee would have received become vested on January 6, 2024 if Employee’s employment had Employee remained employed continued through such date, pro- rated for the length of time served from the grant date of January 6, 2023 through the date such bonuses Separation Date. All other restricted stock units that are paid as a one-time, lump-sum payment (expected to unvested and outstanding shall be $540,000), less all applicable and legally required withholdings and deductions, to be paid out on the first payroll date following the sixtieth (60th) calendar day after forfeited upon the Separation Date in accordance with the Company’s standard payroll practices;
(b) the Company will pay to Employee the prorated portion of Employee’s annual short term cash incentive bonus payable pursuant to the MIP for calendar year 2025 prorated based on the Employee’s days of service during calendar year 2025 through the Separation Date in the amount of $115,068 as a one-time, lump-sum payment, less all applicable and legally required withholdings and deductions, to be paid out on the first payroll date following the sixtieth (60th) calendar day after the Separation Date in accordance with the Company’s standard payroll practices;
(c) the Company will pay to Employee severance in the amount of $4,000,000.00 as a one-time, lump-sum payment, less all applicable and legally required withholdings and deductions, to be paid out on the first payroll date following the sixtieth (60th) calendar day after the Separation Date in accordance with the Company’s standard payroll practices;
(d) the Company will vest and settle with Employee, based on continued services through the last day of the Transition Services Period, 78,667 shares of time-based restricted stock units constituting a prorated portion of his unvested time-based restricted stock unit award agreements under ▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ 2017 Stock Incentive Plan, subject to the terms and conditions of such plan and agreements, including the timing of settlement;
(e) the Company will vest and settle with Employee, based on Employee’s continued services through the last day of the Transition Services Period, (all share amounts are based on target performance but actual share amounts will be based on actual performance at the end of each applicable performance period, as provided in the underlying award agreements):
(i) 25,546 shares of NCR Atleos performance-based restricted stock units granted on February 25, 2022, (ii) 47,345 shares of Company performance-based restricted stock units granted on February 25, 2022, (iii) 32,405 shares of NCR Atleos performance-based restricted stock units granted on December 21, 2022,
(iv) 64,812 shares of Company performance-based restricted stock units granted on December 21, 2022, (v) 78,667 shares of Company performance-based restricted stock units granted on March 15, 2024, and
(vi) 28,353 shares of Company performance-based restricted stock units granted on November 8, 2024, for a total of 277,128 shares of performance-based restricted stock units constituting a prorated portion of his unvested performance-based restricted stock units award agreements under the ▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ 2017 Stock Incentive Plan, subject to the terms and conditions of such plan and agreements, including the requirement that such shares remain subject to completion of the performance period and actual performance and the timing of settlement (actual share numbers will be adjusted upward or downward based on the Company’s actual performance at the end of each applicable performance period as provided under the terms of the applicable award agreements);
(f) Based on continued services through the last day of the Transition Services Period, Employee will be vested in and continue to hold:
(i) 21,712 NCR Atleos stock options granted on February 8, 2019, (ii) 43,424 Company stock options granted on February 8, 2019, (iii) 103,503 NCR Atleos stock options granted on February 12, 2020, and (iv) 207,006 Company stock options granted on February 12, 2020, for a total Employee shall have no further right to or interest in any such awards or equity grants. The treatment of 375,645 stock options under the ▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ 2017 Stock Incentive Plan, subject to the terms and conditions of such plan and agreementsall other outstanding equity awards, including the required exercise price and timing of exercise;
(g) the Company will provide to Employee outplacement services not to exceed $50,000performance share units, which must be completed by the period one (1) year immediately following the Separation Date using a reputable provider selected by Employee with the Company’s approval (provided, however; Employee will not be entitled to obtain cash in lieu of the outplacement services); and
(h) Provided that Employee timely elects continuation coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), and is otherwise eligible for COBRA continuation coverage under applicable law, the Company will pay Employee’s COBRA premium applicable to Employee for comparable coverage under the Company’s group medical plan for a period of up to eighteen (18) consecutive months immediately following the Separation Date, provided, however, that if at any time during the eighteen (18) consecutive month period Employee becomes entitled to receive health insurance from a subsequent employer, or Employee is no longer eligible to receive COBRA continuation coverage under applicable law, the Company’s obligations under this Section 4(h) shall terminate immediately. Employee acknowledges and agrees that it is ▇▇▇▇▇▇▇▇’s sole responsibility to timely elect the COBRA continuation coverage in order to receive the COBRA benefits of this Section 4(h). Information about COBRA continuation coverage will be provided to Employee under separate cover at a later date or by Employee’s insurance provider. All other employment benefits received by Employee shall cease to be effective on the Separation Date.
(i) Employee acknowledges and agrees that Employee is not eligible for any payments or benefits other than as provided in this Agreement and expressly acknowledges that he is not eligible for any additional equity interests other than the interests already owned by Employee.previously
Appears in 1 contract
Separation Payments. In consideration of the promises and covenants made by Employee in this Agreement and the Consulting Agreement, including the general waiver and release of claims which forms a material part of this Agreement and Employee’s compliance with all of the terms and conditions of for your signing this Agreement, and conditioned on Employee’s timely execution and non-revocation of this Agreement and Employee’s timely execution and non-revocation of subject to the Reaffirmation attached hereto as Exhibit B conditions set forth below, you will receive:
A. Salary continuation at the conclusion rate of $950,000 per annum for a period beginning with the Transition Services PeriodRetirement Date through March 31, the Company will make the following “Separation Payments” pursuant to the Severance Plan2006, Employment Agreement and the outstanding award agreements governing Employee’s outstanding equity awards consistent with a termination without cause pursuant to such plans and agreements:
(a) the Company will pay to Employee the Employee’s accrued, but unpaid annual short term cash incentive bonus payable pursuant to the NCR Voyix Corporation Management Incentive Program (the “MIP”) that was determined to which amounts shall be payable in substantially equal semi-monthly installments. Such salary continuation shall not be reduced by the amount of compensation and benefits you receive from other employment (including self-employment) during the salary continuation period.
B. The Company shall pay you a minimum bonus of $634,000 for calendar year 2024 based on actual performance attainment and that Employee would have received had Employee remained employed through the date such bonuses are paid as a one-time, lump-sum payment (expected to be $540,000), less all applicable and legally required withholdings and deductions, to be paid out on the first payroll date following the sixtieth (60th) calendar day after the Separation Date in accordance with the Company’s standard payroll practices;
(b) fiscal year ending March 31, 2005. However, if the Company will pay to Employee the prorated portion of Employee’s annual short term cash incentive bonus payable pursuant to the MIP for calendar year 2025 prorated based on the Employee’s days of service during calendar year 2025 through the Separation Date in the amount of $115,068 as a one-time, lump-sum payment, less all applicable and legally required withholdings and deductions, to be paid out on the first payroll date following the sixtieth (60th) calendar day after the Separation Date in accordance with achieves or exceeds the Company’s standard payroll practices;
(c) the Company will pay to Employee severance in the amount of $4,000,000.00 annual financial budget as a one-time, lump-sum payment, less all applicable and legally required withholdings and deductions, to be paid out on the first payroll date following the sixtieth (60th) calendar day after the Separation Date in accordance with approved by the Company’s standard payroll practices;
(d) Board of Directors for such year, you shall be entitled to a minimum bonus of $950,000. The bonus provided for herein shall be paid at the time the Company will vest and settle with Employeepays bonuses to its senior executives for such fiscal year, based on continued services through immediately following the last day approval of such bonuses by the Compensation Committee of the Transition Services Period, 78,667 shares of time-based restricted stock units constituting a prorated portion of his unvested time-based restricted stock unit award agreements under ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Corporation’s Board of Directors, or by June 15, 2005, if bonuses are not paid for that year.
C. For purposes of the Company’s Supplemental Executive Retirement Plan, you shall be treated as having remained actively employed by the Company through December 31, 2004, with the compensation provided for in the Second Amendment, dated as of December 31, 2003 (the “Second Amendment”), to the Original Employment Agreement dated as of June 12, 2000 between you and the Company (the “Original Agreement”), as amended by the First Amendment (the “First Amendment”) dated as of May 7, 2003. The Original Agreement as amended by the First Amendment and the Second Amendment hereafter is referred to as the “Employment Agreement”. As such, you shall be credited with ▇▇ ▇▇▇▇ 2017 Stock Incentive ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇ a full year as of Service (as defined in the Supplemental Executive Retirement Plan) for 2004, subject and the compensation provided for in the Second Amendment shall be taken into account for purposes of determining your Final Average Base Salary (as defined in the Supplemental Executive Retirement Plan) under the Supplemental Executive Retirement Plan.
D. The Company shall accelerate to the terms and conditions of such plan and agreements, including date hereof the timing of settlement;
(e) the Company will vest and settle with Employee, based on Employee’s continued services through the last day vesting of the Transition Services Periodremaining 25,000 options granted to you on May 22, 2002 (all share amounts are based on target performance but actual share amounts will be based on actual performance at the end of each applicable performance period, as provided in the underlying award agreements):
(iGrant Number 006090) 25,546 shares of NCR Atleos performance-based restricted stock units granted on February 25, 2022, (ii) 47,345 shares of Company performance-based restricted stock units granted on February 25, 2022, (iii) 32,405 shares of NCR Atleos performance-based restricted stock units granted on December 21, 2022,
(iv) 64,812 shares of Company performance-based restricted stock units granted on December 21, 2022, (v) 78,667 shares of Company performance-based restricted stock units granted on March 15, 2024, and
(vi) 28,353 shares of Company performance-based restricted stock units granted on November 8, 2024, for a total of 277,128 shares of performance-based restricted stock units constituting a prorated portion of his unvested performance-based restricted stock units award agreements under the ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ 2017 Corporation 2001 Stock Incentive Plan, subject (the “Plan”) which presently are unvested. For the purpose of exercising these and all other vested options, you shall be deemed to have retired in accordance with the terms and conditions of such plan and agreements, including the requirement that such shares remain subject to completion of the performance period and actual performance and the timing of settlement (actual share numbers will be adjusted upward or downward based on the Company’s actual performance at the end of each applicable performance period as provided under the terms of the applicable award agreements);
(f) Based on continued services through the last day of the Transition Services Period, Employee will be Plan. All vested in and continue to hold:
(i) 21,712 NCR Atleos stock options granted on February 8, 2019, (ii) 43,424 Company stock options granted on February 8, 2019, (iii) 103,503 NCR Atleos stock options granted on February 12, 2020, and (iv) 207,006 Company stock options granted on February 12, 2020, for a total of 375,645 stock options under the ▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ 2017 Stock Incentive Plan shall remain exercisable for the time period specified in Section 5(h) of such Plan, as in effect on the date hereof. You agree that the items provided for in this Section shall be subject to the terms all applicable deductions and conditions of such plan withholdings required by federal, state and agreements, including the required exercise price and timing of exercise;
(g) the Company will provide to Employee outplacement services local law. You acknowledge that you are not to exceed $50,000, which must be completed by the period one (1) year immediately following the Separation Date using a reputable provider selected by Employee with the Company’s approval (provided, however; Employee will not be entitled to obtain cash in lieu of the outplacement services); and
(h) Provided that Employee timely elects continuation coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), and is otherwise eligible for COBRA continuation coverage under applicable law, the Company will pay Employee’s COBRA premium applicable to Employee for comparable coverage under the Company’s group medical plan for a period of up to eighteen (18) consecutive months immediately following the Separation Date, provided, however, that if at any time during the eighteen (18) consecutive month period Employee becomes entitled to receive health insurance from a subsequent employer, or Employee is no longer eligible to receive COBRA continuation coverage under applicable law, the Company’s obligations under this Section 4(h) shall terminate immediately. Employee acknowledges and agrees that it is ▇▇▇▇▇▇▇▇’s sole responsibility to timely elect the COBRA continuation coverage in order to receive the COBRA benefits of this Section 4(h). Information about COBRA continuation coverage will be provided to Employee under separate cover at a later date or by Employee’s insurance provider. All other employment benefits received by Employee shall cease to be effective on the Separation Date.
(i) Employee acknowledges and agrees that Employee is not eligible for any payments or benefits other than as provided in such items unless you execute this Agreement and expressly acknowledges do not revoke your signature during the seven (7) day period referred to in Section 15 below. You represent that he is during the term of your employment with the Company you did not eligible breach your fiduciary duty to the Company. You agree that the automobile benefit you have been receiving pursuant to Section 3(d) of the Employment Agreement shall cease as of the Retirement Date and, if you elect COBRA coverage, you shall be solely responsible for any additional equity interests other than the interests already owned by Employeepayments relating thereto.
Appears in 1 contract
Separation Payments. In consideration of Employee acknowledges that Employee has no right to the promises and covenants made by Employee benefits set forth in this Agreement but for Employee's execution of this Agreement. Provided Employee timely signed this Agreement on the Separation Date or no later than January 10, 2025 (the "First Execution Date"), executes this Agreement a second time on or within five (5) days after June 30, 2025 (the "Second Execution Date"), does not revoke his signature after the First Execution Date or Second Execution Date pursuant to the revocation provision set forth below, and the parties entered into and Company did not terminate the Consulting AgreementAgreement (attached as Exhibit B) due to Employee's breach of that agreement, including the general waiver has returned all Company property and release of claims which forms a material part of this Agreement and Employee’s compliance with all of the terms and conditions of information as required by this Agreement, and conditioned on Employee’s timely execution complies with all confidentiality and non-revocation other provisions of this Agreement and Employee’s timely execution and non-revocation of the Reaffirmation attached hereto as Exhibit B at the conclusion of the Transition Services Period(collectively, "Payment Conditions"), the Company will make the following “Separation Payments” pursuant to the Severance Plan, Employment Agreement and the outstanding award agreements governing Employee’s outstanding equity awards consistent with a termination without cause pursuant to such plans and agreementswill:
i) Pay Employee, less applicable taxes and withholdings: (a) the Company will pay to Employee the Employee’s accrued, but unpaid annual short term cash incentive bonus payable pursuant to the NCR Voyix Corporation Management Incentive Program (the “MIP”) that was determined to be payable for calendar year 2024 based on actual performance attainment and that Employee would have received had Employee remained employed through the date such bonuses are paid as a one-time, lump-sum payment (expected to be $540,000), less all applicable and legally required withholdings and deductions, to be paid out on the first payroll date following the sixtieth (60th) calendar day after the Separation Date in accordance with the Company’s standard payroll practices;
(b) the Company will pay to Employee the prorated portion of Employee’s annual short term cash incentive bonus payable pursuant to the MIP for calendar year 2025 prorated based on the Employee’s days of service during calendar year 2025 through the Separation Date in the amount of $115,068 as a one-time, lump-sum payment, less all applicable and legally required withholdings and deductions, to be paid out on the first payroll date following the sixtieth (60th) calendar day after the Separation Date in accordance with the Company’s standard payroll practices;
(c) the Company will pay to Employee severance in the amount of $4,000,000.00 as a one-time, lump-sum payment, less all applicable and legally required withholdings and deductions, to be paid out on the first payroll date following the sixtieth (60th) calendar day after the Separation Date in accordance with the Company’s standard payroll practices;
(d) the Company will vest and settle with Employee, based on continued services through the last day of the Transition Services Period, 78,667 shares of time-based restricted stock units constituting a prorated portion of his unvested time-based restricted stock unit award agreements under ▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ 2017 Stock Incentive Plan, subject to the terms and conditions of such plan and agreements, including the timing of settlement;
(e) the Company will vest and settle with Employee, based on Employee’s continued services through the last day of the Transition Services Period, (all share amounts are based on target performance but actual share amounts will be based on actual performance at the end of each applicable performance period, as provided in the underlying award agreements):
(i) 25,546 shares of NCR Atleos performance-based restricted stock units granted on February 25, 2022, (ii) 47,345 shares of Company performance-based restricted stock units granted on February 25, 2022, (iii) 32,405 shares of NCR Atleos performance-based restricted stock units granted on December 21, 2022,
(iv) 64,812 shares of Company performance-based restricted stock units granted on December 21, 2022, (v) 78,667 shares of Company performance-based restricted stock units granted on March 15, 2024, and
(vi) 28,353 shares of Company performance-based restricted stock units granted on November 8, 2024, for a total of 277,128 shares of performance-based restricted stock units constituting a prorated portion of his unvested performance-based restricted stock units award agreements under the ▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ 2017 Stock Incentive Plan, subject to the terms and conditions of such plan and agreements, including the requirement that such shares remain subject to completion of the performance period and actual performance and the timing of settlement (actual share numbers will be adjusted upward or downward based on the Company’s actual performance at the end of each applicable performance period as provided under the terms of the applicable award agreements);
(f) Based on continued services through the last day of the Transition Services Period, Employee will be vested in and continue to hold:
(i) 21,712 NCR Atleos stock options granted on February 8, 2019, (ii) 43,424 Company stock options granted on February 8, 2019, (iii) 103,503 NCR Atleos stock options granted on February 12, 2020453,200.00, and (ivb) 207,006 Company stock options granted on February 12, 2020, for a total of 375,645 stock options under the ▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ 2017 Stock Incentive Plan, subject to the terms and conditions of such plan and agreements, including the required exercise price and timing of exercise;
(g) the Company will provide to Employee outplacement services not to exceed $50,000, which must be completed by the period one (1) year immediately following the Separation Date using a reputable provider selected by Employee with the Company’s approval (provided, however; Employee will not be entitled to obtain cash in lieu reimbursement of the outplacement services); and
(h) Provided that costs the Employee timely elects continuation coverage under incurs to maintain health and medical benefits pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“"COBRA”), and is otherwise eligible ") for COBRA continuation coverage under applicable law, the Company will pay Employee’s COBRA premium applicable to Employee for comparable coverage under the Company’s group medical plan for a period of up to eighteen (18) consecutive months after the Separation Date (collectively, the "Separation Payment"). The Separation Payment shall be paid in roughly equal installments in accordance with the regularly scheduled payroll schedule beginning on regularly scheduled payroll date immediately following July 15, 2025. In the event of Employee's death after the Separation Date and completion of the Consulting Agreement but prior to receipt of Separation Payment, the Separation Payment shall be made at the same time and in the same manner as described herein to Employee's estate.
ii) If Gogo Business Aviation LLC decides, in its discretion, to award a 2024 Bonus Payment (which has not yet been earned and is not yet determinable), Employee shall receive such bonus, payable in accordance with the Company's normal practice for paying out such bonuses in 2025.
iii) Immediately following the First Execution Date, providedall of the Employee's outstanding Awards (as defined in the Gogo Inc. 2024 Omnibus Incentive Plan (as amended from time to time or any successor equity plan) shall vest. Further, however, any stock options that if at any time during vest per the preceding sentence shall remain exercisable until the date which is eighteen (18) consecutive month period Employee becomes entitled to receive health insurance from a subsequent employermonths after the First Execution Date (or, or Employee is no longer eligible to receive COBRA continuation coverage under applicable lawif earlier, the Company’s obligations under this Section 4(h) shall terminate immediately. Employee acknowledges and agrees that it is ▇▇▇▇▇▇▇▇’s sole responsibility to timely elect expiration of the COBRA continuation coverage in order to receive the COBRA benefits full original term of this Section 4(hsuch stock option). Information about COBRA continuation coverage will be provided to Employee under separate cover at a later date or by Employee’s insurance provider. All other employment benefits received by Employee shall cease to be effective on the Separation Date.
(i) Employee acknowledges and agrees that Employee is not eligible for any payments or benefits other than as provided in this Agreement and expressly acknowledges that he is not eligible for any additional equity interests other than the interests already owned by Employee.
Appears in 1 contract
Separation Payments. In consideration of the promises release, cooperation and covenants made other consideration provided by Employee in pursuant to this Agreement and the Consulting Agreement, including the general waiver and release of claims which forms a material part of this Agreement and Employee’s compliance with all of the terms and conditions of this Separation Agreement, and conditioned on Employee’s timely execution and non-revocation of this Agreement and Employee’s timely execution and non-revocation of in addition to any payments due Employee pursuant to the Reaffirmation attached hereto as Exhibit B at the conclusion of the Transition Services PeriodEmployment Agreement, the Company will make the following “Separation Payments” pursuant to the Severance Plan, Employment Agreement and the outstanding award agreements governing Employee’s outstanding equity awards consistent with a termination without cause pursuant to such plans and agreementsshall:
(a) the Company will pay Pay to Employee the Employee’s accrued, but unpaid annual short term cash incentive bonus payable pursuant to the NCR Voyix Corporation Management Incentive Program (the “MIP”) that was determined to be payable for calendar year 2024 based on actual performance attainment and that Employee would have received had Employee remained employed through the date such bonuses are paid as employee a one-timetime cash payment of five hundred thousand dollars ($500,000.00) on or before November 5, lump-sum payment (expected to be $540,000), less all applicable and legally required withholdings and deductions, to be paid out on the first payroll date following the sixtieth (60th) calendar day after the Separation Date in accordance with the Company’s standard payroll practices2004;
(b) Pay the Company will pay to costs of Cal-COBRA continuation health care coverage for Employee the prorated portion of Employee’s annual short term cash incentive bonus payable pursuant and employee's spouse, to the MIP for calendar year 2025 prorated based on the Employee’s days of service during calendar year 2025 through the Separation Date in the amount of $115,068 as a one-timeextent such coverage is available, lump-sum payment, less all applicable and legally required withholdings and deductions, to be paid out on the first payroll date following the sixtieth (60th) calendar day after the Separation Date in accordance with the Company’s standard payroll practices;
(c) the Company will pay to Employee severance in the amount of $4,000,000.00 as a one-time, lump-sum payment, less all applicable and legally required withholdings and deductions, to be paid out on the first payroll date following the sixtieth (60th) calendar day after the Separation Date in accordance with the Company’s standard payroll practices;
(d) the Company will vest and settle with Employee, based on continued services through the last day of the Transition Services Period, 78,667 shares of time-based restricted stock units constituting a prorated portion of his unvested time-based restricted stock unit award agreements under ▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ 2017 Stock Incentive Plan, subject to the terms and conditions of such plan and agreements, including the timing of settlement;
(e) the Company will vest and settle with Employee, based on Employee’s continued services through the last day of the Transition Services Period, (all share amounts are based on target performance but actual share amounts will be based on actual performance at the end of each applicable performance period, as provided in the underlying award agreements):
(i) 25,546 shares of NCR Atleos performance-based restricted stock units granted on February 25, 2022, (ii) 47,345 shares of Company performance-based restricted stock units granted on February 25, 2022, (iii) 32,405 shares of NCR Atleos performance-based restricted stock units granted on December 21, 2022,
(iv) 64,812 shares of Company performance-based restricted stock units granted on December 21, 2022, (v) 78,667 shares of Company performance-based restricted stock units granted on March 15, 2024, and
(vi) 28,353 shares of Company performance-based restricted stock units granted on November 8, 2024, for a total of 277,128 shares of performance-based restricted stock units constituting a prorated portion of his unvested performance-based restricted stock units award agreements under the ▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ 2017 Stock Incentive Plan, subject to the terms and conditions of such plan and agreements, including the requirement that such shares remain subject to completion of the performance period and actual performance and the timing of settlement (actual share numbers will be adjusted upward or downward based on the Company’s actual performance at the end of each applicable performance period as provided under the terms of the applicable award agreements);
(f) Based on continued services through the last day of the Transition Services Period, Employee will be vested in and continue to hold:
(i) 21,712 NCR Atleos stock options granted on February 8, 2019, (ii) 43,424 Company stock options granted on February 8, 2019, (iii) 103,503 NCR Atleos stock options granted on February 12, 2020, and (iv) 207,006 Company stock options granted on February 12, 2020, for a total of 375,645 stock options under the ▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ 2017 Stock Incentive Plan, subject to the terms and conditions of such plan and agreements, including the required exercise price and timing of exercise;
(g) the Company will provide to Employee outplacement services not to exceed $50,000, which must be completed by the period one (1) year immediately following the Separation Date using a reputable provider selected by Employee with the Company’s approval (provided, however; Employee will not be entitled to obtain cash in lieu of the outplacement services); and
(h) Provided that Employee timely elects continuation coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), and is otherwise eligible for COBRA continuation coverage under applicable law, the Company will pay Employee’s COBRA premium applicable to Employee for comparable coverage under the Company’s group medical plan for a period of up to eighteen (18) consecutive months immediately following months.
(c) Provide an Appraised Value Offer for the Company or its designee to purchase Employee's existing primary residence in Encinitas, California, in accordance with the Home Purchase Procedures set forth in Exhibit B to this Separation DateAgreement if, provideddespite Employee's best efforts, howeversuch residence has not been otherwise sold or contracted for sale by January 31, that if at 2005. If Employee elects to accept the Appraised Value Offer, then Employee shall cooperate fully with the Company to expedite and complete the sale process. If Employee elects not to accept the Appraised Value Offer, Employee's sole recourse shall be to elect not to have the Company purchase his residence and thereby waive any time during the eighteen (18) consecutive month period Employee becomes entitled to receive health insurance from a subsequent employer, or Employee is no longer eligible to receive COBRA continuation coverage under applicable law, the Company’s obligations rights he has under this Section 4(h1(c) shall terminate immediatelyor any other promise to have the Company purchase his residence. Employee acknowledges that Employee has the duty to make known to the Company, its designee, or any other purchaser the condition of the residence and agrees associated property, particularly any defect that it is ▇▇▇▇▇▇▇▇’s sole responsibility to timely elect the COBRA continuation coverage might affect its value, habitability or desirability, and that Employee may be held responsible for all expenses involved in order to receive the COBRA benefits of this Section 4(h). Information about COBRA continuation coverage will be provided to Employee under separate cover at a later date or by Employee’s insurance provider. All other employment benefits received by Employee shall cease to be effective on the Separation Datecorrecting any defects not properly disclosed.
(id) Employee acknowledges The Company shall otherwise comply with the terms and agrees that Employee is not eligible for any payments or benefits other than as provided in this Agreement and expressly acknowledges that he is not eligible for any additional equity interests other than conditions of the interests already owned by EmployeeEmployment Agreement.
Appears in 1 contract
Separation Payments. In consideration a. Should the Employee be terminated by the Company other than for Cause or Disability, or should the Employee resign for Good Reason, during the term of the promises and covenants made by Employee in employment under this Agreement and the Consulting Agreement, including the general waiver and release of claims which forms a material part of this Agreement and Employee’s compliance (as such term may be extended in accordance with all of the terms and conditions of this Agreement, and conditioned on Employee’s timely execution and non-revocation of this Agreement and Employee’s timely execution and non-revocation of the Reaffirmation attached hereto as Exhibit B at the conclusion of the Transition Services PeriodSection 6 above), the Company will make Employee shall receive the following “Separation Payments” pursuant to the Severance Plan, Employment Agreement and the outstanding award agreements governing Employee’s outstanding equity awards consistent with a termination without cause pursuant to such plans and agreementsseparation benefits:
(a) the Company will pay to i. The Employee the Employee’s accrued, but unpaid annual short term cash incentive bonus payable pursuant to the NCR Voyix Corporation Management Incentive Program (the “MIP”) that was determined to shall be payable for calendar year 2024 based on actual performance attainment and that Employee would have received had Employee remained employed paid accrued base salary through the date of termination plus a separation payment of one (1) times his then-current annual base salary for the year in which the termination occurs, as well as an amount equal to a pro-rata portion of the Employee's then-current target bonus for the year in which the date of termination occurs, and any other unpaid benefits to which Employee is otherwise entitled; however, provided such bonuses are termination were to occur prior to Employee's first anniversary, the Employee shall be paid as accrued base salary through the date of termination plus a separation payment of one and one-timehalf (1.5) times his then-current annual base salary for the year in which the termination occurs, lumpas well as an amount equal to a one and one-sum payment half (expected to be $540,000), less all applicable and legally required withholdings and deductions, to be paid out on 1.5)times the first payroll date following the sixtieth (60th) calendar day after the Separation Date in accordance with the Company’s standard payroll practices;
(b) the Company will pay to Employee the prorated pro-rata portion of Employee’s annual short term cash incentive bonus payable pursuant to the MIP for calendar year 2025 prorated based on the Employee’s days 's then-current target bonus for the year in which the date of service during calendar year 2025 through the Separation Date in the amount of $115,068 as a onetermination occurs, and any other unpaid benefits to which Employee is otherwise entitled. The Employee shall also receive fully paid-timeup medical, lump-sum payment, less all applicable and legally required withholdings and deductions, to be paid out on the first payroll date following the sixtieth (60th) calendar day after the Separation Date in accordance with the Company’s standard payroll practices;
(c) the Company will pay to Employee severance in the amount of $4,000,000.00 as a one-time, lump-sum payment, less all applicable and legally required withholdings and deductions, to be paid out on the first payroll date following the sixtieth (60th) calendar day after the Separation Date in accordance with the Company’s standard payroll practices;
(d) the Company will vest and settle with Employee, based on continued services through the last day of the Transition Services Period, 78,667 shares of time-based restricted stock units constituting a prorated portion of his unvested time-based restricted stock unit award agreements under Mr. Colaluca 4 Septem▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇ 2017 dental and prescription drug health insurance benefits commensurate with the Company's standard health insurance benefits for one year after the Employee's last date of employment. All Restricted Stock Incentive Plan, subject awards pursuant to the terms and conditions of such plan and agreements, including the timing of settlement;
(e) the Company will vest and settle with Employee, based on Employee’s continued services through the last day of the Transition Services Period, (all share amounts are based on target performance but actual share amounts will Intergraph Corporation 2004 Equity Incentive Plan shall be based on actual performance at the end of each applicable performance period, as provided in the underlying award agreements):
(i) 25,546 shares of NCR Atleos performance-based restricted stock units granted on February 25, 2022, (ii) 47,345 shares of Company performance-based restricted stock units granted on February 25, 2022, (iii) 32,405 shares of NCR Atleos performance-based restricted stock units granted on December 21, 2022,
(iv) 64,812 shares of Company performance-based restricted stock units granted on December 21, 2022, (v) 78,667 shares of Company performance-based restricted stock units granted on March 15, 2024, and
(vi) 28,353 shares of Company performance-based restricted stock units granted on November 8, 2024, for a total of 277,128 shares of performance-based restricted stock units constituting a prorated portion of his unvested performance-based restricted stock units award agreements under the ▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ 2017 Stock Incentive Plan, subject treated according to the terms and conditions of such plan and agreements, including the requirement that such shares remain subject to completion of the performance period and actual performance and the timing of settlement (actual share numbers will be adjusted upward or downward based on the Company’s actual performance at the end of each applicable performance period as provided under the terms of the Plan and the applicable award agreements);agreement.
(f) Based on continued services through ii. Termination for cause -- No separation payment is due or payable should the last day of Employee be terminated for Cause or Employee resigns without Good Reason. In that event, all Restricted Stock awards pursuant to the Transition Services Period, Employee will Intergraph Corporation 2004 Equity Incentive Plan shall be vested in and continue to hold:
(i) 21,712 NCR Atleos stock options granted on February 8, 2019, (ii) 43,424 Company stock options granted on February 8, 2019, (iii) 103,503 NCR Atleos stock options granted on February 12, 2020, and (iv) 207,006 Company stock options granted on February 12, 2020, for a total of 375,645 stock options under the ▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ 2017 Stock Incentive Plan, subject treated according to the terms and conditions of such plan and agreements, including the required exercise price and timing of exercise;
(g) the Company will provide to Employee outplacement services not to exceed $50,000, which must be completed by the period one (1) year immediately following the Separation Date using a reputable provider selected by Employee with the Company’s approval (provided, however; Employee will not be entitled to obtain cash in lieu of the outplacement services); and
(h) Provided that Employee timely elects continuation coverage under Plan and the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), and is otherwise eligible for COBRA continuation coverage under applicable law, the Company will pay Employee’s COBRA premium applicable to Employee for comparable coverage under the Company’s group medical plan for a period of up to eighteen (18) consecutive months immediately following the Separation Date, provided, however, that if at any time during the eighteen (18) consecutive month period Employee becomes entitled to receive health insurance from a subsequent employer, or Employee is no longer eligible to receive COBRA continuation coverage under applicable law, the Company’s obligations under this Section 4(h) shall terminate immediately. Employee acknowledges and agrees that it is ▇▇▇▇▇▇▇▇’s sole responsibility to timely elect the COBRA continuation coverage in order to receive the COBRA benefits of this Section 4(h). Information about COBRA continuation coverage will be provided to Employee under separate cover at a later date or by Employee’s insurance provider. All other employment benefits received by Employee shall cease to be effective on the Separation Dateaward agreement.
(i) Employee acknowledges and agrees that Employee is not eligible for any payments or benefits other than as provided in this Agreement and expressly acknowledges that he is not eligible for any additional equity interests other than the interests already owned by Employee.
Appears in 1 contract
Separation Payments. In consideration of the promises and covenants made by Employee in this Agreement and the Consulting Agreement, including the general waiver and release of claims which forms a material part of this Agreement and Employee’s compliance with all of the terms and conditions of this Agreement, and conditioned on Employee’s timely execution and non-revocation of this Agreement and Employee’s timely execution and non-revocation of the Reaffirmation attached hereto as Exhibit B at the conclusion of the Transition Services Period, the Company will make the following “Separation Payments” pursuant to the Severance Plan, Employment Agreement and the outstanding award agreements governing Employee’s outstanding equity awards consistent with a termination without cause pursuant to such plans and agreements:
(a) the Company will pay to Employee the Employee’s accrued, but unpaid annual short term cash incentive bonus payable pursuant to the NCR Voyix Corporation Management Incentive Program (the “MIP”) that was determined to be payable for calendar year 2024 based on actual performance attainment and that Employee would have received had Employee remained employed through the date such bonuses are paid as a one-time, lump-sum payment (expected to be $540,000), less all applicable and legally required withholdings and deductions, to be paid out on the first payroll date following the sixtieth (60th) calendar day after the Separation Date in accordance with the Company’s standard payroll practices;
(b) the Company will pay to Employee the prorated portion of Employee’s annual short term cash incentive bonus payable pursuant to the MIP for calendar year 2025 prorated based on the Employee’s days of service during calendar year 2025 through the Separation Date in the amount of $115,068 as a one-time, lump-sum payment, less all applicable and legally required withholdings and deductions, to be paid out on the first payroll date following the sixtieth (60th) calendar day after the Separation Date in accordance with the Company’s standard payroll practices;
(c) the Company will pay to Employee severance in the amount of $4,000,000.00 as a one-time, lump-sum payment, less all applicable and legally required withholdings and deductions, to be paid out on the first payroll date following the sixtieth (60th) calendar day after the Separation Date in accordance with the Company’s standard payroll practices;
(d) the Company will vest and settle with Employee, based on continued services through the last day of the Transition Services Period, 78,667 shares of time-based restricted stock units constituting a prorated portion of his unvested time-based restricted stock unit award agreements under ▇▇▇ ▇▇▇▇▇▇▇▇▇▇’▇ 2017 Stock Incentive Planpromises, obligations, acknowledgements, agreements, warranties and representations as set forth in this Agreement, including and subject to Section 3 hereof, the terms and conditions of such plan and agreements, including Company agrees to pay Pargac the timing of settlement;following:
(ea) A lump sum payment of $323,787.00 (the “Separation Amount”); plus
(b) A lump sum payment of $100,000.00 (the “Additional Payment”); plus
(c) 16,646 outstanding unvested RSUs as of the Separation Date shall become fully vested (the “RSU Acceleration”), and all other RSUs are forfeited as of the Separation Date and ineligible to vest; plus
(d) 14,451 outstanding unvested PSUs as of the Separation Date shall become fully vested (the “PSU Acceleration”), and all other PSUs are forfeited as of the Separation Date and ineligible to vest. In addition to the foregoing, the Company will vest agrees to waive any restrictive covenants obligation Pargac may have to not compete with the Company or any of its affiliates to the extent set forth in Section 11 of this Agreement (the “Noncompete Waiver”). The Separation Amount, the Additional Payment, the RSU Acceleration, the PSU Acceleration and settle with Employeethe Noncompete Waiver are collectively referred to herein as the “Consideration”. The Company acknowledges and agreed that in addition to the Consideration, based on Employee’s continued services through the last day of the Transition Services Period, (all share amounts are based on target performance but actual share amounts will be based on actual performance at the end of each applicable performance period, as provided in the underlying award agreements):
Pargac is also entitled to receive (i) 25,546 shares his base salary earned through the date of NCR Atleos performance-based restricted stock units granted on February 25, 2022termination that remains unpaid as of the date of Separation Date, (ii) 47,345 shares $21,532 of Company performance-based restricted stock units granted on February 25, 2022accrued and unpaid bonus relating to the second quarter of 2025 completed bonus period that remains unpaid as of the Separation Date, (iii) 32,405 2,380 shares of NCR Atleos performance-based restricted stock units granted IMXI in settlement of RSUs that vest on December 21the Separation Date, 2022,
(iv) 64,812 shares reimbursement for any unreimbursed business expenses properly incurred by Pargac prior to the Separation Date to the extent such expenses are reimbursable under the terms of Company performance-based restricted stock units granted on December 21the Employment Agreement, 2022, and (v) 78,667 shares of Company performance-based restricted stock units granted on March 15such benefits (excluding benefits under any severance plan, 2024program or policy then in effect), and
(vi) 28,353 shares of Company performance-based restricted stock units granted on November 8if any, 2024, for a total of 277,128 shares of performance-based restricted stock units constituting a prorated portion of his unvested performance-based restricted stock units award agreements to which Pargac may be entitled under the ▇▇▇ ▇▇▇▇▇Company’s benefit plans other than the Plan as of the Separation Date, which benefits shall be payable in accordance with the terms of such benefits plans (collectively, the “Accrued Rights”). The payments in respect of Consideration and the Accrued Rights may be reduced to reflect all applicable withholdings, deductions and taxes as required by law. ▇▇▇▇▇▇ 2017 Stock Incentive Planacknowledges, subject understands and agrees that, the Consideration equals or exceeds the amounts to the terms and conditions of such plan and agreementswhich Pargac is entitled, including the requirement that such shares remain subject pursuant to completion of the performance period and actual performance and the timing of settlement (actual share numbers will be adjusted upward or downward based on the Company’s actual performance at the end of each applicable performance period as provided under the terms of the applicable award agreements);
(f) Based on continued services through Employment Agreement. Notwithstanding the last day of the Transition Services Periodforegoing, Employee will be vested in and continue to hold:
(i) 21,712 NCR Atleos stock options granted on February 8, 2019, (ii) 43,424 Company stock options granted on February 8, 2019, (iii) 103,503 NCR Atleos stock options granted on February 12, 2020, and (iv) 207,006 Company stock options granted on February 12, 2020, for a total of 375,645 stock options under the ▇▇▇ ▇▇▇▇▇provided this Agreement is timely executed by ▇▇▇▇▇▇ 2017 Stock Incentive Planas described in Paragraph 17 and that Pargac does not revoke the Agreement within the Revocation Period (as defined in Paragraph 17 below), subject to the terms and conditions of such plan and agreements, including the required exercise price and timing of exercise;
(gx) the Company will provide to Employee outplacement services not to exceed $50,000, which must be completed by shall pay the period one Separation Amount and the Additional Payment in a lump sum no later than ten (110) year immediately days following the Separation Date using a reputable provider selected by Employee with Effective Date; and (y) the Company’s approval (provided, however; Employee will not be entitled to obtain cash in lieu of RSU Acceleration and the outplacement services); and
(h) Provided that Employee timely elects continuation coverage under PSU Acceleration shall occur on the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), and is otherwise eligible for COBRA continuation coverage under applicable law, the Company will pay Employee’s COBRA premium applicable to Employee for comparable coverage under the Company’s group medical plan for a period of up to eighteen (18) consecutive months immediately first business day following the Separation Effective Date. Pargac understands, provided, however, that if at any time during the eighteen (18) consecutive month period Employee becomes entitled to receive health insurance from a subsequent employer, or Employee is no longer eligible to receive COBRA continuation coverage under applicable law, the Company’s obligations under this Section 4(h) shall terminate immediately. Employee acknowledges and agrees that it the Consideration will only be paid, and shares of Company common stock will be issued in respect of the RSU Acceleration and the PSU Acceleration, by the Company provided: (1) Pargac is not in breach of any term, condition, warranty, representation, covenant or provision of this Agreement, (2) Pargac does not revoke the Agreement within the Revocation Period described in Paragraph 17 below; and (3) Pargac first returns a signed (by him in wet ink) and dated (by him in wet ink) copy of this Agreement to the Company. The Company and Pargac agree that the Consideration is not an entitlement and shall serve as good and sufficient consideration for the release set forth in Paragraph 3 of this Agreement, his obligations set forth in Paragraphs 10 and 11 (including any subparts) of this Agreement and the other obligations and covenants Pargac has agreed to in this Agreement. In the event Pargac breaches any term, condition, warranty, representation, covenant or provision under this Agreement, as determined by a court of law, ▇▇▇▇▇▇▇▇’s sole responsibility to timely elect the COBRA continuation coverage in order to receive the COBRA benefits of this Section 4(h). Information about COBRA continuation coverage will be provided to Employee under separate cover at a later date or by Employee’s insurance provider. All other employment benefits received by Employee shall cease to be effective on the Separation Date.
(i) Employee acknowledges ▇ understands and agrees that Employee is not eligible for his right and entitlement to the Consideration as well as any payments or other benefits other than as provided in under this Agreement Agreement, may be forfeited, null and expressly acknowledges that he is not eligible for void without any additional equity interests other than further obligations being owed to Pargac by the interests already owned by EmployeeCompany.
Appears in 1 contract
Sources: Separation Agreement (International Money Express, Inc.)
Separation Payments. In consideration For the one-year period beginning on the day after the Termination Date and ending on the first anniversary of the promises Termination Date (the "Separation Pay Period"), you will continue to be entitled to your current annual base salary of One Hundred and covenants made by Employee Eighty Five Thousand Dollars ($185,000) per annum, which will be paid to you in accordance with the Company's standard payroll procedures (but in no event any less frequently than monthly), less any and all applicable withholdings. In addition, during the Separation Pay Period you will be paid an expense allowance of Nine Thousand Dollars ($9,000) as provided for in Section 2(e) of the Employment Agreement. For convenience, this expense allowance will be paid to you in regular installments as if it were part of (but in addition to) your salary. Also, you will be entitled to receive (x) if any, an annual bonus pursuant to Section 2(b) of the Employment Agreement relating in any manner to fiscal year 2007 (irrespective of payment date) in an amount equal to such bonus paid to any other Company executive officer, and (y) in the event the Acquisition and Merger are consummated, a special transaction bonus recognizing your efforts with regard to the Acquisition and the Consulting AgreementMerger in an amount equal to $50,000. Notwithstanding the preceding paragraph, including in order to comply with Section 409A of the general waiver and release Internal Revenue Code ("Section 409A"), no payment under this Section 2(a) will be made to you during the six-month period immediately following the Termination Date. Instead, on the first day of claims which forms the seventh month following the Termination Date, all amounts that otherwise would have been paid to you during that six-month period, but were not due as a material part result of this Agreement and Employee’s compliance with all of the terms and conditions of this Agreementprovision, and conditioned on Employee’s timely execution and non-revocation of this Agreement and Employee’s timely execution and non-revocation of the Reaffirmation attached hereto as Exhibit B at the conclusion of the Transition Services Period, the Company will make the following “Separation Payments” pursuant be paid to the Severance Plan, Employment Agreement and the outstanding award agreements governing Employee’s outstanding equity awards consistent with you in a termination without cause pursuant to such plans and agreements:
(a) the Company will pay to Employee the Employee’s accrued, but unpaid annual short term cash incentive bonus payable pursuant to the NCR Voyix Corporation Management Incentive Program (the “MIP”) that was determined to be payable for calendar year 2024 based on actual performance attainment and that Employee would have received had Employee remained employed through the date such bonuses are paid as a one-time, single lump-sum payment (expected without any interest with respect to that six-month period). This six-month delay will cease to be $540,000), less all applicable and legally required withholdings and deductions, to be paid out on if you die before the first payroll date following six-month period has elapsed. In the sixtieth (60th) calendar day after event that any subsequent guidance or clarification is issued by the Separation Date in accordance with the Company’s standard payroll practices;
(b) Internal Revenue Service or Treasury Department that allows the Company will pay to Employee definitively conclude that 409A's six-month wait or a portion thereof is not applicable in this instance, including because the prorated portion of Employee’s annual short term cash incentive bonus payable pursuant amounts paid to the MIP for calendar year 2025 prorated based on the Employee’s days of service during calendar year 2025 through the Separation Date in the amount of $115,068 as a one-timeyou under this Agreement are actually exempt from 409A rather than subject to 409A, lump-sum payment, less all applicable and legally required withholdings and deductions, to be paid out on the first payroll date following the sixtieth (60th) calendar day after the Separation Date in accordance with the Company’s standard payroll practices;
(c) then the Company will pay to Employee severance in the amount of $4,000,000.00 as a one-time, lump-sum payment, less all applicable and legally required withholdings and deductions, to be paid out on the first payroll date following the sixtieth (60th) calendar day after the Separation Date in accordance with the Company’s standard payroll practices;
(d) the Company will vest and settle with Employee, based on continued services through the last day of the Transition Services Period, 78,667 shares of time-based restricted stock units constituting a prorated portion of his unvested time-based restricted stock unit award agreements under ▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ 2017 Stock Incentive Plan, subject to the terms and conditions of such plan and agreements, including the timing of settlement;
(e) the Company will vest and settle with Employee, based on Employee’s continued services through the last day of the Transition Services Period, (all share amounts are based on target performance but actual share amounts will be based on actual performance at the end of each applicable performance period, as provided in the underlying award agreements):
(i) 25,546 shares of NCR Atleos performance-based restricted stock units granted on February 25, 2022, (ii) 47,345 shares of Company performance-based restricted stock units granted on February 25, 2022, (iii) 32,405 shares of NCR Atleos performance-based restricted stock units granted on December 21, 2022,
(iv) 64,812 shares of Company performance-based restricted stock units granted on December 21, 2022, (v) 78,667 shares of Company performance-based restricted stock units granted on March 15, 2024, and
(vi) 28,353 shares of Company performance-based restricted stock units granted on November 8, 2024, for a total of 277,128 shares of performance-based restricted stock units constituting a prorated portion of his unvested performance-based restricted stock units award agreements under the ▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ 2017 Stock Incentive Plan, subject to the terms and conditions of such plan and agreements, including the requirement that such shares remain subject to completion of the performance period and actual performance and the timing of settlement (actual share numbers will be adjusted upward or downward based on the Company’s actual performance at the end of each applicable performance period as provided under the terms of the applicable award agreements);
(f) Based on continued services through the last day of the Transition Services Period, Employee will be vested in and continue to hold:
(i) 21,712 NCR Atleos stock options granted on February 8, 2019, (ii) 43,424 Company stock options granted on February 8, 2019, (iii) 103,503 NCR Atleos stock options granted on February 12, 2020, and (iv) 207,006 Company stock options granted on February 12, 2020, for a total of 375,645 stock options under the ▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ 2017 Stock Incentive Plan, subject to the terms and conditions of such plan and agreements, including the required exercise price and timing of exercise;
(g) the Company will provide to Employee outplacement services not to exceed $50,000, which must be completed by the period one (1) year immediately following the Separation Date using a reputable provider selected by Employee with the Company’s approval (provided, however; Employee will not be entitled to obtain cash in lieu of the outplacement services); and
(h) Provided that Employee timely elects continuation coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), and is otherwise eligible for COBRA continuation coverage under applicable law, the Company will pay Employee’s COBRA premium applicable to Employee for comparable coverage under the Company’s group medical plan for a period of up to eighteen (18) consecutive months immediately following the Separation Date, provided, however, that if at any time during the eighteen (18) consecutive month period Employee becomes entitled to receive health insurance from a subsequent employer, or Employee is no longer eligible to receive COBRA continuation coverage under applicable law, the Company’s obligations under this Section 4(h) shall terminate immediately. Employee acknowledges and hereby agrees that it is ▇▇▇▇▇▇▇▇’s sole responsibility will amend this agreement to timely elect eliminate the COBRA continuation coverage in order to receive maximum affected portion of the COBRA benefits of this Section 4(h). Information about COBRA continuation coverage will be provided to Employee under separate cover at a later date or by Employee’s insurance provider. All other employment benefits received by Employee shall cease to be effective on the Separation Datesix-month wait.
(i) Employee acknowledges and agrees that Employee is not eligible for any payments or benefits other than as provided in this Agreement and expressly acknowledges that he is not eligible for any additional equity interests other than the interests already owned by Employee.
Appears in 1 contract
Sources: Separation Agreement (Goamerica Inc)
Separation Payments. In consideration of the promises and covenants made by Employee in this Agreement and the Consulting Agreement, including the general waiver and release of claims which forms a material part of this Agreement and Employee’s compliance with all of the terms and conditions of this Agreement, and conditioned on Employee’s timely execution and non-revocation of this Agreement and Employee’s timely execution and non-revocation of the Reaffirmation attached hereto as Exhibit B at the conclusion of the Transition Services Period, the Company will make the following “Separation Payments” pursuant to the Severance Plan, Employment Agreement and the outstanding award agreements governing Employee’s outstanding equity awards consistent with a termination without cause pursuant to such plans and agreements:
(a) The Separation Date shall be the Company termination date of your employment for purposes of participation in and coverage under all benefit plans and programs sponsored by or through the Company. In connection with your separation from employment with the Company, you will pay to Employee the Employee’s accrued, receive (i) any accrued but unpaid annual short term cash incentive bonus payable pursuant to the NCR Voyix Corporation Management Incentive Program (the “MIP”) that was determined to be payable for calendar year 2024 based on actual performance attainment and that Employee would have received had Employee remained employed base salary through the date such bonuses are paid as a one-time, lump-sum payment (expected to be $540,000), less all applicable and legally required withholdings and deductionsSeparation Date, to be paid out on the first next regularly scheduled payroll date immediately following the sixtieth Separation Date, (60thii) calendar day after reimbursement for any properly submitted, but unreimbursed, business expenses incurred on or prior to the Separation Date and in accordance with the Company’s standard payroll practices;
expense policy (bto be eligible for such reimbursement, you must submit any such expenses within forty five (45) the Company will pay to Employee the prorated portion of Employee’s annual short term cash incentive bonus payable pursuant to the MIP for calendar year 2025 prorated based on the Employee’s days of service during calendar year 2025 through the Separation Date in the amount of $115,068 as a one-timeDate), lump-sum payment, less all applicable and legally required withholdings and deductions, to be paid out on the first payroll date following the sixtieth (60thiii) calendar day after the Separation Date payment for any accrued but unused vacation time in accordance with the Company’s standard payroll practices;vacation policy. In addition, you will be entitled to receive vested benefits provided under any employee benefit plans maintained by the Company and in which you participate (excluding any employee benefit plan providing severance or similar benefits), in each case, in accordance with the terms of such plan and applicable law.
(b) All of your outstanding Company equity awards, including stock options, restricted stock units and performance stock units granted to you that are outstanding as of the date hereof (“Equity Awards”) will continue to vest in accordance with the terms of the relevant stock plans and equity award agreements until the Separation Date, at which point any of your then outstanding unvested Equity Awards will be forfeited, and the post-termination of employment exercise period applicable to your outstanding vested stock options pursuant to the applicable award agreements will be deemed to commence as of your Separation Date; provided, however, that your post-termination of employment “Noncompete Period” as defined under your Equity Award agreements will be deemed to commence as of the CEO Resignation Date. Except as described in the preceding sentence, your vested Equity Awards shall continue to be governed by the terms of the applicable equity plan, including the Weight Watchers International, Inc. 2004 Stock Incentive Plan, the Weight Watchers International, Inc. 2008 Stock Incentive Plan and the Weight Watchers International, Inc. 2014 Stock Incentive Plan (each as amended from time to time), and any other agreements executed thereunder and the Company’s corresponding Terms and Conditions for Employee Stock Awards and the Term Sheets for the same, as applicable, including without limitation, any restrictive covenants contained therein and applicable to such Equity Awards.
(c) Subject to (i) your employment during the Transition Period not being terminated for Cause, (ii) your continued compliance with the terms of this Agreement, (iii) your re-execution of the Release of Claims attached hereto as Exhibit A during the 21 day period immediately following the Separation Date (such re-executed Release of Claims, the “Bring-Down Release”), and (iv) the Bring-Down Release becoming effective in accordance with its terms on the Release Effective Date (as such term is defined in Exhibit A) applicable to such Bring-Down Release, the Company will pay provide you with the following payments and benefits (collectively, the “Consideration”):
(i) A lump sum payment in an amount equal to Employee severance in the amount of $4,000,000.00 as a one-time2,107,400 (representing one (1) times your current base salary plus your target annual bonus) (i.e., lump-sum payment, less all applicable and legally required withholdings and deductions$1,053,700 plus $1,053,700), to be paid out on the first payroll date within 30 days following the sixtieth Release Effective Date applicable to the Bring-Down Release;
(60thii) calendar day after Provided you make the necessary election, payment for your continued health coverage under the Company-sponsored health plans pursuant to the Consolidated Omnibus Budget Reconciliation Act during the twelve (12) month period following the Separation Date, or such shorter period of time if you obtain alternative health coverage from another employer; you agree to notify the Company of any such alternative health coverage promptly upon the commencement of such coverage; and
(iii) Reimbursement of your reasonable legal fees and expenses incurred in connection with your negotiation of this Agreement up to an amount equal to $15,000. Such reimbursement shall be made within thirty (30) days following the Release Effective Date in accordance with applicable to the Company’s standard payroll practices;Bring-Down Release.
(d) You acknowledge and agree that the payment(s) and other benefits provided pursuant to this paragraph 2 are being made in full discharge of any and all liabilities and obligations of the Company will vest to you, monetarily or with respect to employee benefits or otherwise, including but not limited to any and settle all obligations arising under your letter agreements with Employeethe Company dated December 6, based on continued services through the last day 2012, May 8, 2013 and July 30, 2013, and any other alleged written or oral employment agreement, policy, plan or procedure of the Transition Services PeriodCompany and/or any alleged understanding or arrangement between you and the Company (other than claims for accrued and vested Equity Awards and benefits under an employee benefit, 78,667 shares insurance, or pension plan of time-based restricted stock units constituting a prorated portion of his unvested time-based restricted stock unit award agreements under ▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ 2017 Stock Incentive Planthe Company (excluding any employee benefit plan providing severance or similar benefits), subject to the terms and conditions of such plan and agreements, including the timing of settlement;plan(s)).
(e) You acknowledge that the Company will vest may withhold from any payments made under this Agreement all applicable taxes, including but not limited to income, employment, and settle with Employee, based on Employee’s continued services through the last day of the Transition Services Period, (all share amounts are based on target performance but actual share amounts will be based on actual performance at the end of each applicable performance periodsocial insurance taxes, as provided in the underlying award agreements):
(i) 25,546 shares of NCR Atleos performance-based restricted stock units granted on February 25, 2022, (ii) 47,345 shares of Company performance-based restricted stock units granted on February 25, 2022, (iii) 32,405 shares of NCR Atleos performance-based restricted stock units granted on December 21, 2022,
(iv) 64,812 shares of Company performance-based restricted stock units granted on December 21, 2022, (v) 78,667 shares of Company performance-based restricted stock units granted on March 15, 2024, and
(vi) 28,353 shares of Company performance-based restricted stock units granted on November 8, 2024, for a total of 277,128 shares of performance-based restricted stock units constituting a prorated portion of his unvested performance-based restricted stock units award agreements under the ▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ 2017 Stock Incentive Plan, subject to the terms and conditions of such plan and agreements, including the requirement that such shares remain subject to completion of the performance period and actual performance and the timing of settlement (actual share numbers will may be adjusted upward or downward based on the Company’s actual performance at the end of each applicable performance period as provided under the terms of the applicable award agreements);
(f) Based on continued services through the last day of the Transition Services Period, Employee will be vested in and continue to hold:
(i) 21,712 NCR Atleos stock options granted on February 8, 2019, (ii) 43,424 Company stock options granted on February 8, 2019, (iii) 103,503 NCR Atleos stock options granted on February 12, 2020, and (iv) 207,006 Company stock options granted on February 12, 2020, for a total of 375,645 stock options under the ▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ 2017 Stock Incentive Plan, subject to the terms and conditions of such plan and agreements, including the required exercise price and timing of exercise;
(g) the Company will provide to Employee outplacement services not to exceed $50,000, which must be completed by the period one (1) year immediately following the Separation Date using a reputable provider selected by Employee with the Company’s approval (provided, however; Employee will not be entitled to obtain cash in lieu of the outplacement services); and
(h) Provided that Employee timely elects continuation coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), and is otherwise eligible for COBRA continuation coverage under applicable law, the Company will pay Employee’s COBRA premium applicable to Employee for comparable coverage under the Company’s group medical plan for a period of up to eighteen (18) consecutive months immediately following the Separation Date, provided, however, that if at any time during the eighteen (18) consecutive month period Employee becomes entitled to receive health insurance from a subsequent employer, or Employee is no longer eligible to receive COBRA continuation coverage under applicable law, the Company’s obligations under this Section 4(h) shall terminate immediately. Employee acknowledges and agrees that it is ▇▇▇▇▇▇▇▇’s sole responsibility to timely elect the COBRA continuation coverage in order to receive the COBRA benefits of this Section 4(h). Information about COBRA continuation coverage will be provided to Employee under separate cover at a later date or by Employee’s insurance provider. All other employment benefits received by Employee shall cease to be effective on the Separation Date.
(i) Employee acknowledges and agrees that Employee is not eligible for any payments or benefits other than as provided in this Agreement and expressly acknowledges that he is not eligible for any additional equity interests other than the interests already owned by Employee.
Appears in 1 contract
Sources: Separation Agreement (Weight Watchers International Inc)