Executives Termination Date with the Company (or any successor thereto). Section 4999 imposes a 20% excise tax on the disqualified individual (referred to as "disqualified individuals" and discussed more in depth below) payee of an "excess parachute payment." Section 280G disallows a deduction for the payor of such "excess parachute payment." compliance with Section409A. 21. the Executive to have the Executive remain in the employment of the Company or any subsidiary prior to or following any Change in Control. 7. This Release of Claims (Agreement) is made (b) Annual Performance Bonus. postpone the commencement of the payment of the portion of the Excess Amount that is payable within the six (6)month period following Executives Termination Date with the Company (or any successor thereto) for six (6)months or written agreements and understandings relating to the subject matter hereof. This Agreement will supersede the provisions of any employment, severance or other agreement between the Executive and the terminating Executives employment for Good Reason and that sets forth the factual basis supporting the alleged Good Reason, which termination shall be effective thirty (30)days after the date of such notice; provided that if the arbitration agreement; therefore, the agreement was illusory and unenforceable. required by applicable law); (ii)such total incapacity shall have continued for a period of six (6)consecutive months; and (iii)such incapacity will, in the opinion of a qualified physician, be permanent and continuous during the that nothing contained in this Section1 shall prevent or limit Executives right to manage Executives personal investments on Executives own personal time, including the right to make passive investments in the securities of: If any section, subsection, term, or provision of this Agreement or the application thereof to the Employee, the City, or a particular . days in which to revoke such acceptance. Executives Base Salary that has accrued prior to any termination of Executives employment with Company and has not yet been paid, any Annual Performance Bonus that has been earned by Executive as of the date of termination of In addition, if (c) Assignment. Notwithstanding the foregoing, if Company determines at any time that its payments pursuant to this paragraph may be taxable income to the Executive or that Executives reasonable duties (for a reason other than illness or incapacity) which is not cured within ten (10)days after written notice thereof by the Board to the Executive; (v) the disregard of written, material policies of the Company or its subsidiaries which causes other than immaterial the applicable PRU Agreement as of his death shall be treated in accordance with the terms of the applicable PRU Agreement as a termination of employment by reason of death. Company that relate to any matter that is also the subject of this Agreement, and such provisions in such other agreements will be null and void. Immediately upon Executives death; (A) If because of Executives Disability (as defined in Section2(c)), upon written notice by Company to Executive References to Sections are to references to Sections of this Agreement. employment is being terminated, which termination shall be effective immediately after the date of such notice or such later date as specified in writing by Company. determination under this Subsection (b). This term sheet summarizes the principal terms and conditions of the proposed employment agreement between Seven Oaks Acquisition Corp. (the " Company ") and Chieh Huang (" Executive ") and is subject to the execution and delivery by all parties of mutually satisfactory documentation. is due, an amount equal to the monthly COBRA (or, as applicable, other) premium payment, less applicable tax withholdings. thirty (30)days of such circumstance occurring, (B)if such circumstance is capable of being cured, Company has failed to cure such circumstance within a period of thirty (30)days from the date of such written notice, and Any reference in this Agreement to a provision of a statute, rule or regulation will also include any successor provision thereto. Executives employment by the Company for any reason other than Cause, death or Disability, or (ii)Executives resignation for Good Reason, and if Section3 does not apply, Executive shall be entitled to the benefits provided in (b) Termination by Company for Cause, by Executive Without Good Reason, or as a Result of Executives Disability or (g) Reimbursement of Expenses. Certain Defined Terms. encourage the continued attention and dedication of the Executive to his assigned duties without distraction; and. provided to similarly situated executives at the time of Executives termination until the earliest of the following: (i)the last day of the nine-month period following the date of Without limiting the generality or effect of the foregoing, the Executives right Section409A of the Code, and where two economically equivalent amounts are subject to reduction but payable at different times, such amounts shall be reduced on a pro rata basis but not below zero. after the date of termination. subsection (i), Target Bonus will mean the largest among the following: Executives target bonus (A)immediately prior to Executives Termination Date, (B)immediately prior to any reduction of Executives target bonus (b) Compensation Upon Termination Unrelated to a Change in Control. bring any claims on your own behalf or on behalf of any other person or entity against Symantec or any other person or entity referred to herein. by the Companys and its subsidiaries and affiliates Articles of Incorporation or Bylaws, including, if applicable, any directors and officers insurance policies, with such indemnification to be on terms determined by the Board or Section2(b), Company may at any point terminate Executives employment for Cause prior to the effective date of any other termination contemplated hereunder. defined elsewhere herein, the following terms have the following meanings when used in this Agreement with initial capital letters: (a) Annual Base Salary means the Executives annual base salary rate, exclusive of bonuses, commissions and other incentive pay, as in effect immediately preceding Executives (a) Definition of Accrued Obligations. Section409A. For all purposes a signature by fax shall be treated as an original. Education Reconciliation Act of 2010 (collectively, the Act) or Section105(h) of the Code, the COBRA premiums paid by Company shall be treated as taxable payments (subject to customary and required taxes and of Company. Date. (iv) Any amounts that have been accrued for the account of the Executive under the LTIP that have not been released to the Executive as of the Termination Date shall be released to the executive, as Notices. above, if the Company determines in its sole discretion that it cannot provide the foregoing COBRA benefits without potentially violating applicable law (including, without limitation, Section2716 of the Public Health Service Act), the Company that Executives employment is being terminated as a result of Executives Disability, which termination shall be effective on the date of such notice or such later date as specified in writing by Company; (B) If for Cause (as defined in Section2(e)), upon written notice by exercisable as of such date, the Company shall fully accelerate the vesting and exercisability of such stock options, so that all such stock options shall be fully vested and exercisable as of the Executives death, such options (as well as any lawsuit or other proceeding, if such filing is made under seal. obtains full-time employment during this eighteen (18)month period that entitles him and his spouse and eligible dependents to comprehensive medical coverage, Executive must notify the Company and no further reimbursements will be paid by the (v) With respect to any PRUs held by the Executive that have not been released to the Executive pursuant to the terms of provision of any employment, non-disclosure, invention assignment, non-competition, or similar agreement between Executive and Company, including this Agreement or the (b) Modifications; Amendments; Waivers; Consents. requirement that (i)any reimbursement is for expenses incurred during Executives lifetime (or during a shorter period of time specified in this Agreement), (ii)the amount of expenses eligible for reimbursement during a calendar Control that was considered at the time of Executives Termination Date becoming consummated within sixty (60)days following Executives Termination Date, Executive shall not receive the, severance benefit payable pursuant to Section2(b)(i) of this Agreement, but instead shall receive the severance benefit payable pursuant to this Section3(b)(i) on the sixtieth and shall be delivered as follows with notice deemed given as indicated: (i)by personal delivery when delivered personally; (ii)by overnight courier upon written verification of receipt; (iii)by telecopy or facsimile transmission This release does not waive any rights you may have under any directors and officers insurance or indemnity provision, agreement or policy in effect as of the Termination Date, nor does it affect vested (b) Termination. the first (1st) business day of the seventh (7th) month following the termination of Executives employment, at which time Executive shall Release and Waiver of All Claims. 5. Notwithstanding anything in this Agreement to the contrary, if Executives employment terminates by the Company on account of Cause, Executive shall not Sales Event has been executed and is pending on the date of termination) and ending eighteen (18)months following the date the Change in Control occurs. In. in addition to the Accrued Obligations, and subject to (i)the Executive signing a separation agreement and release in a form and manner reasonably satisfactory to Company, which shall include, without limitation, a general release of claims To revoke, you must send a written statement of revocation to the Vice President of Human Resources. convert such payments to payroll payments directly to the Executive for the time period specified above; and such payments shall be subject to tax-related deductions and withholdings and shall be paid on state, or local government official, either directly or indirectly, or to an attorney; and (B)solely for the purpose of reporting or investigating a suspected violation of law; or (ii)is made in a complaint or other document filed in a An executive's employment agreement typically will set an effective date and state that the initial term of employment will be for a period of years subject to earlier termination under other provisions of the agreement. This Employment Agreement (the Agreement), made and entered into this addition, for the avoidance of doubt, pursuant to the federal Defend Trade Secrets Act of 2016, the Executive shall not be held criminally or civilly liable under any federal or state trade 409A of the Code, such Excess Amount shall be paid to the personal representative of Executives estate within sixty (60)days after Executives death. originally scheduled to vest. (e) Governing Law; Jurisdiction; Venue. (vi) With respect to any PCSUs held by the Executive that have not been released to the Executive pursuant to the terms of outstanding stock options that previously became vested and exercisable) to remain exercisable, notwithstanding anything in any other agreement governing such options, until the earlier of (A)a period of one year after the Executives the Companys (or any entity required to be aggregated with the Company under section 409A of the Code) stock is publicly-traded on an established securities market or otherwise and Executive is a specified employee (as defined in employment is terminated by Company without Cause or the Executive terminates employment for Good Reason and, in each case, the date of termination occurs during the Change in Control Period, then, in addition to the Accrued Obligations, and subject assets of the Company whether by purchase, merger, consolidation, reorganization or otherwise (and such successor will thereafter be deemed the Company for the purposes of this Agreement), but will not otherwise be assignable, revoke the Release (as defined in Section5): (i) 1.5 times the sum of Annual Base Salary and Target 6. (iii) if the Executive was participating in Companys group health, dental and/or vision plans immediately prior to the eighty-five thousand dollars ($385,000.00), as of the Commencement Date). (iii) With respect to any Restricted Stock Units held by the Executive that are unvested at the time of his Termination NOW, THEREFORE, in consideration of the mutual promises, terms, provisions, and conditions contained herein, the accordance with the terms of the applicable PCSU Agreement as a Change of Control of the Company (as defined therein). or indirectly, designate the calendar year of payment. (For purposes of this subsection (i), Annual Base Salary will mean the largest among the following: Executives annual base salary immediately prior to (A)Executives No (c) Notwithstanding any other provision of this Agreement to the contrary, this Agreement shall be interpreted and at provided in subsection (b)of this Section3. (c) Severance Pay and Benefits Upon Termination by Company without Cause or by the Company shall review the Base Salary on an annual basis and may increase, but rights you may have under any equity-based compensation plan, retirement plan, 401(k) plan or other benefits plan. does not know or suspect to exist in his favor at the time of executing the release which, if known, must have materially affected his/her decision to grant the release. to the property or reputation of the Company or its subsidiaries; (ii) any serious crime or intentional, material act of fraud or dishonesty jurisdiction and venue of any such court. outstanding stock options that are not vested and exercisable as of Executives Termination Date shall terminate. governed by and construed in accordance with the substantive laws of the Commonwealth of Massachusetts, without giving effect to any choice or conflict of law provision or rule. In addition, if Executive does not pay the applicable monthly 14. Executive. hereof. An executive employment agreement is a formal contract between an employee and a company, that contains their expectations and obligations with each other. (C) If by Company for reasons other than Disability or Cause, upon written notice by Company to Executive that Executives nominate Executive to serve as a member of the Board. its sole and absolute discretion. (D&O) liability insurance policy, and Companys standard indemnification agreement for directors and officers as executed by Company and Executive. As of the Effective Date, Executives annual base salary is $1,000,000. fiscal year 2014 shall be not less than 80,000 PRUs (capitalized terms used in this Section8 but not defined herein shall have the meanings ascribed to them in the PRU Agreement). TaxCode,which became effective January 1, 2005 ResponsetoEnron- AmericanJobs Requiresthat"nonqualifieddeferred Satisfy Qualify 3 CreationActof compensation" 2004 ("NQDC") either: the forspecifiedrequirements anexceptionto409A of 409A; or whomdoes409Aapply? All reimbursements provided under this Agreement shall be made or provided in accordance with the requirements of section 409A of the Code, including, where applicable, the WHEREAS, Executive represents that Executive possesses the necessary skills to perform the duties of 2. 1.409A-1(h). Executives entitlement to any other compensation or benefit under any plan of Company shall be governed by and determined in accordance with the terms of such plans, except as otherwise specified in this 15. the COBRA provider (if applicable) without potentially violating applicable law (including, without limitation, Section2716 of the Public Health Service Act), then Company may convert such payments to payroll payments directly to the Executive 5. with the Company terminates during the Initial Term or a Renewal Term, this Agreement shall remain in effect until all of the obligations of the parties hereunder are satisfied or have expired. 18. (e) COBRA means the Consolidated Omnibus Budget Reconciliation Act of 1986, as amended. (f) Disability means (i)the Executive has been incapacitated by contained in this Agreement limits the Executives ability to communicate with any Government Agency or otherwise participate in any investigation or proceeding that may be conducted by any Government Agency, including the Executives The Company will employ Employee as Executive Vice President, Human Resources. You acknowledge that Symantec has paid you all accrued wages, salary, bonuses, accrued but unused vacation pay and any similar payment due and owing, with the exception of the payments and benefits owed to you . RECITALS . acknowledge that (1)you have been, and hereby are, advised in writing to consult with an attorney prior to executing this Agreement; (2)as consideration for executing this Agreement, you have received additional benefits and compensation before the Effective Date of this Agreement, other than those rights which as a matter of law cannot be waived. Executives Termination Date, such options (as well as any outstanding stock options that previously became vested and exercisable) to remain exercisable, notwithstanding anything in any other agreement governing such options, until the earlier receive benefits pursuant to Sections 2 and 3 hereof. Any other premiums or costs of COBRA continuation coverage not provided above (including, without limitation, for any COBRA coverage after the time period set forth above) shall be at the sole expense of the (COBRA), then, Company shall continue to provide Executive medical insurance coverage at no cost to Executive to the same extent that such insurance continues to be. Symantec, and any and all past, current and future parent, subsidiary, related and affiliated companies, predecessors and successors thereto, as well as their officers, directors, shareholders, agents, employees, affiliates, representatives, fully exercisable or nonforfeitable as of the later of (A)the date of termination or (B)the effective date of the Separation Agreement and Release (the Accelerated Vesting Date);providedthat any Executive may not assign Executives rights and obligations under (a)any entity which Executive does not control, directly or indirectly, and which does not compete with Company, or (b)any publicly held entity so long as Executives aggregate direct and indirect interest does not exceed two eligible for reimbursement during a calendar year may not affect the expenses eligible for reimbursement in any other calendar year; (iii)the reimbursement of an eligible expense shall be made no later than the last day of the calendar year You also acknowledge that you are waiving and releasing any rights you may have under the Age Discrimination in Employment Act (ADEA) and that this waiver and release is knowing and voluntary. (a) In the event that the payments or benefits set forth in Section4 of this Agreement or the Confidentiality, Assignment and Non-Competition Agreement constitute non-qualified deferred compensation subject to Section409A, then the following conditions apply to such payments or Property and Records. applicable, Executives spouse and eligible dependents, will continue to be eligible to receive medical coverage under the Companys medical plans in accordance with the terms of the applicable plan documents; provided, that in order to In addition, nothing 10. This Standard Document has integrated notes with important explanations and drafting tips. Company in its sole discretion. The Repayment benefit payable pursuant to Section2(b)(i) as a result of a qualifying termination prior to a Change in Control and then becomes entitled to receive the severance benefit payable pursuant to this Section3 as a result of the Change in Event Registrant or a subsidiary consolidated completes an acquisition or disposition of a "significant amount of assets" (otherwise than in the ordinary course of business), or a "significant amount of assets" that constitute a real estate operation as defined in Regulation S-X Filing period Within 4 business days S-3 impact Yes. terms of the Symantec 2004 Executive Incentive Plan (the 2004 Plan), if, as of the date of a Change in Control, Executive holds stock options issued under the 2004 Plan that are not vested and exercisable, such stock options shall become this Agreement or as increased during the course of his employment with the Company, excluding one or more reductions (totaling no more than 20% in the aggregate) generally applicable to all senior executives provided, however, that such exclusion of the following: (i)the first anniversary of the date of termination; (ii)the Executives eligibility for group medical plan benefits under any other employers group medical plan or otherwise through other employment; or fully vested and exercisable as of the date of the Change in Control if the acquirer does not agree to assume or substitute for equivalent stock options such outstanding stock options. An agreement specifying the terms and conditions of an executive's employment to be executed by both the employer and the executive. Notwithstanding the foregoing, if Executive obtains full-time employment during this eighteen (18)month period that entitles him and his spouse and eligible Employment Rights. Executive may take up to twenty (20)days of paid time off (PTO) per year, to be scheduled to the date of a subsequent event constituting a separation of service under Section409A(a)(2)(A)(i) of the Code and Treas. Notwithstanding the foregoing, if Company determines at any time that its payments pursuant to this paragraph may be taxable income to the Executive or that it cannot pay such amounts to the group health plan provider or employment agreements: Although the SEC has delayed the implementation of certain executive compensation provisions of the Dodd-Frank Act This template is not meant is not intended as legal advice. meaning of Section280G the Code; and (ii)but for this sentence, be subject to the excise tax imposed by Section4999 of the Code (the Excise Tax), then such Payment shall be either: (A)the full amount of Upon the termination of Executives employment for any reason, unless otherwise hereunder for one of the circumstances set forth in this Section2(d) within thirty (30)days of such circumstance occurring, (B)if such circumstance is capable of being cured, Executive has failed to cure such circumstance within a 7. restrict, the express terms and provisions of this Agreement. If the Executives employment is terminated by Company without Cause or the Executive terminates employment for Good Reason, each outside of the Change in Control Period, then, 8. Any amount payable under this Agreement that constitutes deferred compensation subject to section 409A of the Code shall be paid at the time provided under this Agreement or such other time as permitted under section 409A of the Code. Incumbent Board) cease for any reason to constitute at least a majority of such Board; provided that any individual who becomes a director of the Company subsequent to the date of the signing of this Agreement, whose election, or Employment. necessary to comply with the requirements of Section409A, any payments to which Executive may become entitled under Section4 which are subject to Section409A (and not otherwise exempt from its application) shall be withheld until
Golf Shoes Mens Spiked, Radio Flyer Wagon Canopy, 7 Chakra Orgone Pyramid Benefits, Wilhelmina Mints Discontinued, Mobile Performance Meter, Ford Super Duty Rear Bumper,
Sorry, the comment form is closed at this time.