|
|
|
|
Document Preview Severance Agreement |
||||
|
|
||||
|
Click "Add to Cart" button to purchase document. |
||||
|
|
||||
|
Title: |
Severance Agreement |
|||
|
Entities: |
Exult, Inc.; Michael F. Henn |
|||
|
Date: |
2003 |
|||
|
Size: |
Preview shows 5KB of 15KB total |
|||
|
Price: |
$27 |
|||
|
ID: |
#101407 |
|||
|
|
||||
|
||||
|
|
||||
|
Start of Preview |
||||
SEVERANCE AGREEMENT
This Severance Agreement (this "Agreement") is entered into as of April 2, 2001 by and between Exult, Inc. (the "Company") and Michael F. Henn ("Executive").
Executive has entered into an employment agreement with the Company dated April 2, 2001 (the "Employment Agreement"). In consideration of the Employment Agreement, the provisions hereof, and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Company and Executive hereby agree as follows:
1. If a Triggering Event occurs, but subject to Sections 2 and 3:
(a) (i) Covered Options that had not vested as of the date of the Triggering Event but that would have vested if Executive had remained employed with the Company until the first anniversary of the date of the Triggering Event will vest and become exercisable, and (ii) all shares previously issued upon exercise of Covered Options prior to vesting that would have become free of repurchase rights if Executive had remained employed with the Company until the first anniversary of the date of the Triggering Event will become free of repurchase rights, as of the date of the Triggering Event, notwithstanding any unsatisfied vesting conditions applicable thereto. Covered Options that accelerate in accordance with this Section 1(a) will be governed by the Plan pursuant to which they were granted, including for purposes of the period for which they will remain exercisable, except to the extent the plan is modified by a written agreement between Executive and the Company. Covered Options that had not vested as of the date of the Triggering Event and that do not accelerate according to this provision will, unless otherwise provided by the Stock Option Addendum entered into by Executive and the Company concurrently herewith, be cancelled.
(b) The Company or its successor will pay Executive the Severance Payment in a lump sum within 15 days after the date of the Triggering Event or, if later, on the date the condition described in Section 3 is satisfied.
(c) If Executive qualifies to continue to receive insurance coverage under the Consolidated Omnibus Budget Reconciliation Act ("COBRA"), the Company will reimburse Executive for the cost of coverage for Executive and Executive's eligible dependents who were covered under Company-sponsored insurance on the date of notice of the Triggering Event for a period of 365 days after the date of the Triggering Event under COBRA. The amount of reimbursement shall be equal to the actual premiums Executive pays.
2. (a) If in connection with a Triggering Event not involving any Change in Control (as defined at the time thereof in the Company's 2000 Equity Incentive Plan or the successor plan thereto) and not involving any breach by the Company of Executive's Employment Agreement or any other material legal obligation to Executive in any material respect, Executive receives benefits under Section 1 of this Agreement, then within five (5) days of the Triggering Event the Company's CEO may specify a list of companies deemed, in the CEO's reasonable good-faith judgment, to be engaged or planning to engage in business activities competitive with the Company ("Listed Companies"). If, without prior written
|
End of Preview |
Home Intelligence Services Subscriptions News About Us