Freightmaster1
TB Legend
- Credits
- 605
1. Effective as of December 31, 2016 (the “ Resignation Date ”), and without any further action on the part of Executive, Executive resigns his employment and is further removed as Chief Financial Officer of the Company. As a result of Executive’s voluntary resignation of employment with the Company, Executive and the Company expressly acknowledge and agree that Executive: (a) shall be entitled to receive the “Accrued Benefits” described in Section 3(e) of his Severance Agreement dated December 30, 2014 (the “ Severance Agreement ”); and (b) shall not be entitled to the severance benefits described in Sections 3(a) and 3(b) of the Severance Agreement.
2. In addition to signing (and not revoking) this Release, to receive the consideration described in paragraph 3 below, Executive shall serve as consultant to the Company during the period beginning on January 1, 2017 and ending on June 30, 2017 (or such earlier date specified, in writing, by the Company) (the “ Consulting Period ”). During the Consulting Period, Executive shall serve as an independent contractor of the Company, reporting to its Chief Executive Officer. Executive shall fully and diligently perform the duties assigned to him by the Chief Executive Officer which may include, among other things, assisting in the preparation of financial reports, including, without limitation the Annual Report for the fiscal year ending December 31, 2016, facilitating the Company’s relationships with its lenders, shareholders and other stakeholders, and cooperating with and assisting the Company in its transition of Executive’s duties and responsibilities to a new Chief Financial Officer. Executive’s sole consideration for the services provided during the Consulting Period are the benefits described in paragraph 3 below.
3. In consideration for Executive’s satisfactory performance of the duties assigned to him during the Consulting Period and Executive’s execution (and non-revocation of this Release), and notwithstanding anything in the Company’s 2011 Incentive and Equity Award Plan or any award agreement to the contrary, Executive’s 2015 and 2016 equity incentive awards shall be treated as follows: 1
1 Capitalized terms used but not defined in this Section 3 shall have the meanings ascribed to them in the applicable award agreement.
1
a. The shares of restricted stock subject to the Restricted Stock Agreement dated March 9, 2015 shall continue to vest such that on February 23, 2017, all 8,495 restricted shares scheduled to vest on such date shall become fully vested and all transfer restrictions thereon shall lapse.
b. The shares of restricted stock subject to the Restricted Stock Agreement dated February 26, 2016 shall continue to vest such that on February 26, 2017, all 17,957 shares scheduled to vest on such date shall become fully vested and all transfer restrictions thereon shall lapse.
c. The performance stock units subject to the Performance Stock Unit Agreement dated March 9, 2015 shall continue to vest such that on February 23, 2017, all 16,650 performance stock units scheduled to vest on such date shall become fully vested and within five (5) business days following such date the underlying Common Stock shall be delivered to Executive.
d. The cash-settled performance stock units to be earned (and only to the extent earned) pursuant to the Performance Stock Unit Agreement dated February 26, 2016 (the “ 2016 PSU Agreement ”) shall continue to vest such that on February 26, 2017, all such earned performance stock units scheduled to vest on such date shall become fully vested and the amount of cash calculated pursuant to Section 4 of the 2016 PSU Agreement for the underlying Common Stock shall be delivered to Executive within five (5) business days following the later of i) such date or b) the Certification Date (as defined in the 2016 PSU Agreement).
In all other respects, the 2015 and 2016 equity incentive awards shall continue to be subject to the terms and conditions of the Company’s 2011 Incentive and Equity Award Plan and the award agreements evidencing such awards which means, among other things, that any restricted stock or performance stock units that did not receive the special vesting treatment described above shall be forfeited for no consideration, the 2015 and 2016 equity incentive awards shall remain subject to clawback pursuant to the Company’s executive compensation recovery policy, and that Executive shall continue to be subject to the Company’s insider trading policies and prohibitions on trading the Company’s securities during blackout periods. Notwithstanding anything herein to the contrary, the benefits described in this paragraph 3 are subject to Executive’s compliance with the restrictive covenants set forth in Section 5 of the Severance Agreement, which expressly survive the Resignation Date.
http://investors.yrcw.com/secfiling.cfm?filingid=1193125-17-1800&CIK=716006
You better smile Jamie! This "Golden Parachute" is HUGE!
2. In addition to signing (and not revoking) this Release, to receive the consideration described in paragraph 3 below, Executive shall serve as consultant to the Company during the period beginning on January 1, 2017 and ending on June 30, 2017 (or such earlier date specified, in writing, by the Company) (the “ Consulting Period ”). During the Consulting Period, Executive shall serve as an independent contractor of the Company, reporting to its Chief Executive Officer. Executive shall fully and diligently perform the duties assigned to him by the Chief Executive Officer which may include, among other things, assisting in the preparation of financial reports, including, without limitation the Annual Report for the fiscal year ending December 31, 2016, facilitating the Company’s relationships with its lenders, shareholders and other stakeholders, and cooperating with and assisting the Company in its transition of Executive’s duties and responsibilities to a new Chief Financial Officer. Executive’s sole consideration for the services provided during the Consulting Period are the benefits described in paragraph 3 below.
3. In consideration for Executive’s satisfactory performance of the duties assigned to him during the Consulting Period and Executive’s execution (and non-revocation of this Release), and notwithstanding anything in the Company’s 2011 Incentive and Equity Award Plan or any award agreement to the contrary, Executive’s 2015 and 2016 equity incentive awards shall be treated as follows: 1
1 Capitalized terms used but not defined in this Section 3 shall have the meanings ascribed to them in the applicable award agreement.
1
a. The shares of restricted stock subject to the Restricted Stock Agreement dated March 9, 2015 shall continue to vest such that on February 23, 2017, all 8,495 restricted shares scheduled to vest on such date shall become fully vested and all transfer restrictions thereon shall lapse.
b. The shares of restricted stock subject to the Restricted Stock Agreement dated February 26, 2016 shall continue to vest such that on February 26, 2017, all 17,957 shares scheduled to vest on such date shall become fully vested and all transfer restrictions thereon shall lapse.
c. The performance stock units subject to the Performance Stock Unit Agreement dated March 9, 2015 shall continue to vest such that on February 23, 2017, all 16,650 performance stock units scheduled to vest on such date shall become fully vested and within five (5) business days following such date the underlying Common Stock shall be delivered to Executive.
d. The cash-settled performance stock units to be earned (and only to the extent earned) pursuant to the Performance Stock Unit Agreement dated February 26, 2016 (the “ 2016 PSU Agreement ”) shall continue to vest such that on February 26, 2017, all such earned performance stock units scheduled to vest on such date shall become fully vested and the amount of cash calculated pursuant to Section 4 of the 2016 PSU Agreement for the underlying Common Stock shall be delivered to Executive within five (5) business days following the later of i) such date or b) the Certification Date (as defined in the 2016 PSU Agreement).
In all other respects, the 2015 and 2016 equity incentive awards shall continue to be subject to the terms and conditions of the Company’s 2011 Incentive and Equity Award Plan and the award agreements evidencing such awards which means, among other things, that any restricted stock or performance stock units that did not receive the special vesting treatment described above shall be forfeited for no consideration, the 2015 and 2016 equity incentive awards shall remain subject to clawback pursuant to the Company’s executive compensation recovery policy, and that Executive shall continue to be subject to the Company’s insider trading policies and prohibitions on trading the Company’s securities during blackout periods. Notwithstanding anything herein to the contrary, the benefits described in this paragraph 3 are subject to Executive’s compliance with the restrictive covenants set forth in Section 5 of the Severance Agreement, which expressly survive the Resignation Date.
http://investors.yrcw.com/secfiling.cfm?filingid=1193125-17-1800&CIK=716006
You better smile Jamie! This "Golden Parachute" is HUGE!
