Transition Terms. Between the date of this Agreement and the Retirement Date, you will continue (i) as a full-time employee of the Company, fulfilling your regular work duties and transitioning your workload and projects to other Company personnel as requested by the Company, (ii) to be paid your current base salary, and (iii) to be eligible for, and participate in, the Company’s employee benefits programs and arrangements to the extent provided by the terms of the applicable plans and agreements (subject to any changes to the Company’s employee benefits programs and arrangements that the Company reserves the right to make at any time as it deems necessary or appropriate). For purposes of clarity, you will remain eligible for consideration for an annual bonus under the Company’s Executive Incentive Bonus Plan for 2021 (prorated based on the number of days you are employed by the Company in 2021), with any bonus amount to be determined by the Compensation Committee of the Company’s Board of Directors (the “Compensation Committee”) and paid on the regular annual bonus payment date (or, if earlier, March 15th of the year following the year for which such bonus is earned), whether or not you are a current Company employee on the payment date. You acknowledge and agree that your retirement from the Company will not qualify as a termination of employment without Cause or for Good Reason under the terms of the Executive Change in Control Severance Agreement entered into by and between you and the Company effective as of November 15, 2018 (the “Change in Control Agreement”) (regardless of whether the Company at any time undergoes a “Change in Control” (as defined in the Change in Control Agreement)), and you are not entitled to any severance under the Change in Control Agreement or under any other severance program/agreement in connection with your retirement from the Company. You and the Company mutually acknowledge and agree that (x) the provisions of this Section 1(c) are wholly separate and distinct from the remaining provisions of this Agreement, (y) your continued service as an employee of the Company was not an inducement for you to enter into this Agreement or any other agreement with the Company, and (z) your service as an employee of the Company, and any termination of that service, at any time, for any reason, shall not affect any other provisions of this Agreement or any other agreement between you and the Company, including, without limitation, the release set forth herein, the Retirement Date Release attached hereto as Exhibit A (the “Retirement Date Release”), and the Confidential Information and Invention Assignment Agreement by and between you and the Company effective December 1, 2015 (the “Confidential Information Agreement”).
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Transition Terms. Between (a) You resign from your position as the date Executive Vice President, Chief Operating Officer of the Company and any other officer or director position you hold with any of the NTELOS Companies as of the Effective Date.
(b) You agree to make yourself available to the Company to perform transition services, to the extent reasonably requested by the Chief Executive Officer of the Company (the “CEO”) or his designated representative, from the Effective Date through the End Date (the period of time from the Effective Date through the End Date being hereinafter referred to as the “transition term”). In performing any transition services, you shall at all times comply with the terms and conditions of this Agreement letter agreement, all applicable policies and procedures of the Retirement DateNTELOS Companies and any reasonable written or oral instructions that may be provided to you by the CEO or his designated representative in connection with your performance of transition services under this letter agreement.
(c) During the transition term, you will report to the Chief Executive Officer of the Company or his designated representative and work closely with the Company’s other executive officers. The CEO or his designated representative may request that you perform the transition services away from the Company’s offices.
(d) As sole compensation for your transition services during the transition term, you will continue to be paid your base salary through the End Date in such periodic installments, not less frequently than monthly, as were being paid immediately prior to the Effective Date, and you will be eligible to receive a pro-rated Incentive Payment for the first four (4) months of 2014 as follows. You, or should you die before receipt of the payment referenced below, your beneficiary, will be eligible to receive a pro-rated Incentive Payment for 2014 calculated in the same manner as your Incentive Payment would have been under the Company’s Team Incentive Plan (the “2014 TIP”) for the Company’s fiscal year ending December 31, 2014, except that (i) the period covered by your Incentive Payment will begin as a full-time employee of January 1, 2014 and end as of the Company, fulfilling your regular work duties and transitioning your workload and projects to other Company personnel as requested by the CompanyEnd Date, (ii) the performance objectives under the 2014 TIP shall be used to determine the amount of your Incentive Payment (adjusted pro rata to reflect a performance period of four (4) months (in lieu of the full year)), (iii) the Incentive Payment you are eligible to earn will be paid your current base salaryone-third (1/3) of the Incentive Payment you otherwise would have been eligible to earn under the 2014 TIP, and (iiiiv) your Incentive Payment will be determined based on the achievement of the applicable performance objectives through the End Date and the other similar terms of the 2014 TIP (other than any terms that require your employment at the time of payment and neither increased or reduced for individual performance factors). This Incentive Payment, if any, for 2014 will be paid in a single lump sum no later than thirty (30) days after April 30, 2014. You then will not be a participant in the Company’s 2014 TIP or any long-term incentive plan of the Company (although you will continue to be eligible for, and to participate in, in the Company’s other employee benefits programs and arrangements welfare plans as other similarly-situated employees pursuant to the extent provided by the terms of such plans).
(e) Business and entertainment expenses incurred after the applicable plans and agreements (subject Effective Date must be approved in advance by the CEO or his designated representative in order to any changes to the Company’s employee benefits programs and arrangements that the Company reserves the right to make at any time as it deems necessary or appropriate). For purposes of clarity, you will remain be eligible for consideration for an annual bonus reimbursement under the Company’s Executive Incentive Bonus Plan for 2021 normal policies.
(prorated based on f) It is expressly understood and agreed that during the number transition term you will not be authorized to bind any of days the NTELOS Companies to any liability or obligation or to represent that you are employed have any such authority.
(g) All work product, property, data, documentation, information or materials conceived, discovered, developed or created by you in connection with the transition term (collectively, the “Work Product”) shall be owned exclusively by the Company in 2021)Company. To the greatest extent possible, with any bonus amount Work Product shall be deemed to be determined by the Compensation Committee of the Company’s Board of Directors (the “Compensation Committee”) and paid on the regular annual bonus payment date (or, if earlier, March 15th of the year following the year for which such bonus is earned), whether or not you are a current Company employee on the payment date. You acknowledge and agree that your retirement from the Company will not qualify as a termination of employment without Cause or for Good Reason under the terms of the Executive Change in Control Severance Agreement entered into by and between you and the Company effective as of November 15, 2018 (the “Change in Control Agreement”) (regardless of whether the Company at any time undergoes a “Change in Controlwork made for hire” (as defined in the Change in Control Agreement))United States Copyright Act, 17 U.S.C.A. §101 et seq., as amended) and you are not entitled to any severance under the Change in Control Agreement or under any other severance program/agreement in connection with your retirement from owned exclusively by the Company. You hereby unconditionally and irrevocably transfer and assign to the Company mutually acknowledge all right, title and interest in or to any such Work Product.
(h) Notwithstanding the foregoing, for purposes of Section 409A of the Code, the Company and you agree that (x) you will have a “separation from service” within the provisions meaning of this Section 1(c) are wholly separate and distinct from the remaining provisions of this Agreement, (y) your continued service as an employee 409A of the Company was not an inducement for Code on the Effective Date, because it is reasonably anticipated that the level of bona fide services you will perform after the Effective Date will permanently decrease to enter into this Agreement or any other agreement with the Company, and no more than twenty percent (z20%) your service as an employee of the Company, and any termination average level of that service, at any time, for any reason, shall not affect any other provisions of this Agreement or any other agreement between bona fide services you and performed over the Company, including, without limitation, thirty-six (36) month period immediately preceding the release set forth herein, the Retirement Date Release attached hereto as Exhibit A (the “Retirement Date Release”), and the Confidential Information and Invention Assignment Agreement by and between you and the Company effective December 1, 2015 (the “Confidential Information Agreement”)Effective Date.
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Transition Terms. Between (a) You hereby resign from your position as the date of this Agreement and the Retirement DateExecutive Vice President, you will continue (i) as a full-time employee Chief Financial Officer of the CompanyCompany and any other officer or director position you hold with any of the Lumos Companies as of the “Effective Date” (as defined in paragraph 10).
(b) You agree to make yourself available to the Company to perform transition services, fulfilling your regular work duties and transitioning your workload and projects to other Company personnel as the extent reasonably requested by the CompanyChief Executive Officer of the Company (the “CEO”) or his designated representative, from the Effective Date through the End Date (ii) the period of time from the Effective Date through the End Date being hereinafter referred to as the “transition term”). In performing any transition services, you shall at all times comply with the terms and conditions of this letter agreement, all applicable policies and procedures of the Lumos Companies and any reasonable written or oral instructions that may be paid your current base salary, and (iii) provided to be eligible for, and participate in, the Company’s employee benefits programs and arrangements to the extent provided you by the terms CEO or his designated representative in connection with your performance of the applicable plans and agreements (subject to transition services under this letter agreement. Notwithstanding any changes to the Company’s employee benefits programs and arrangements that other provision of this letter agreement, the Company reserves the right to make at any time terminate the transition term and your employment prior to September 30, 2014 for “Cause” (as it deems necessary or appropriatedefined in your Employment Agreement dated September 19, 2011, a copy of which is attached hereto as Exhibit A (your “Employment Agreement”). For purposes of clarity).
(c) During the transition term, you will remain report to the Chief Executive Officer of the Company or his designated representative and work closely with the Company’s other executive officers. The CEO or his designated representative may request that you perform the transition services away from the Company’s offices.
(d) As sole compensation for your transition services during the transition term, you will continue to be paid your salary (plus car allowance) through the transition term in such periodic installments, not less frequently than monthly, as were being paid immediately prior to the Effective Date. Business and entertainment expenses incurred after the Effective Date must be approved in advance by the CEO or his designated representative in order to be eligible for consideration for an annual bonus reimbursement under the Company’s Executive Incentive Bonus Plan for 2021 normal policies.
(prorated based on e) It is expressly understood and agreed that during the number transition term you will not be authorized to bind any of days the Lumos Companies to any liability or obligation or to represent that you are employed have any such authority.
(f) All work product, property, data, documentation, information or materials conceived, discovered, developed or created by you in connection with the transition term (collectively, the “Work Product”) shall be owned exclusively by the Company in 2021)Company. To the greatest extent possible, with any bonus amount Work Product shall be deemed to be determined by the Compensation Committee of the Company’s Board of Directors (the “Compensation Committee”) and paid on the regular annual bonus payment date (or, if earlier, March 15th of the year following the year for which such bonus is earned), whether or not you are a current Company employee on the payment date. You acknowledge and agree that your retirement from the Company will not qualify as a termination of employment without Cause or for Good Reason under the terms of the Executive Change in Control Severance Agreement entered into by and between you and the Company effective as of November 15, 2018 (the “Change in Control Agreement”) (regardless of whether the Company at any time undergoes a “Change in Controlwork made for hire” (as defined in the Change in Control Agreement))United States Copyright Act, 17 U.S.C.A. §101 et seq., as amended) and you are not entitled to any severance under the Change in Control Agreement or under any other severance program/agreement in connection with your retirement from owned exclusively by the Company. You hereby unconditionally and irrevocably transfer and assign to the Company mutually acknowledge all right, title and agree that (x) the provisions of this Section 1(c) are wholly separate and distinct from the remaining provisions of this Agreement, (y) your continued service as an employee of the Company was not an inducement for you interest in or to enter into this Agreement or any other agreement with the Company, and (z) your service as an employee of the Company, and any termination of that service, at any time, for any reason, shall not affect any other provisions of this Agreement or any other agreement between you and the Company, including, without limitation, the release set forth herein, the Retirement Date Release attached hereto as Exhibit A (the “Retirement Date Release”), and the Confidential Information and Invention Assignment Agreement by and between you and the Company effective December 1, 2015 (the “Confidential Information Agreement”)such Work Product.
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