beginning on the first regularly scheduled payroll date in January 2020. Under the Separation Agreement, the Company also agreed to make a fully taxable cash payment to Mr. Fishbein in an
amount equal to the applicable COBRA premiums for 12 months following the date of termination, subject to applicable tax withholdings.
In
connection with Mr. Fishbeins initial employment, he received an initial equity grant on November 14, 2016 of 58,480 time-vested shares of Company restricted stock scheduled to vest on November 14, 2021. Under the terms of the
grant, if Mr. Fishbein was terminated without cause prior to the vesting date of the award, the shares would fully vest on the date of his termination of employment. Accordingly, upon his termination of employment the award became fully vested
effective December 9, 2019. All other unvested shares of restricted stock held by Mr. Fishbein were forfeited.
Employment Agreements with Messrs. Vrabely and Furio. The Company maintains an employment agreement with each of Messrs. Vrabely
and Furio, which provides for certain payments in connection with a qualifying termination of employment.
Without Cause Payments and
Benefits
In the case of a termination of employment by the Company without Cause (as defined in the applicable employment
agreement), including a decision of the Company to not renew the term of the employment agreement other than for Cause, Mr. Vrabely would receive (i) all benefits described below under Death or Disability except for the pro-rated annual bonus, which is an amount equal to a pro-rated annual bonus based on the Companys actual performance through the termination date, subject to any
applicable performance formula for the year of termination, (ii) a cash severance payment equal to two times the sum of his base salary plus the average bonus (as defined in the applicable employment agreement) (payable in periodic installments
over 24 months), and (iii) two years of COBRA premiums based on the terms of Companys group health plan and the executives coverage under such plan.
In the case of a termination of employment by the Company without Cause (as defined in the applicable employment agreement),
including a decision of the Company to not renew the term of the employment agreement other than for Cause, under his employment agreement, Mr. Furio would receive (i) an amount equal to one times the executives then current base
salary, (ii) an amount equal to 12 months of COBRA premiums based on the terms of the Companys group health plan and the executives coverage under such plan, and (iii) a pro rata annual bonus for the year of termination, based
on actual performance results for the year.
Death or Disability Payments and Benefits
Under Mr. Vrabelys employment agreement, upon his termination of employment due to death or disability, he will receive a pro-rated annual bonus calculated by multiplying the average bonus paid or payable to him for the three fiscal years prior to the year of termination by a fraction, the numerator of which is the number of days in
the then-current fiscal year through the termination date, and the denominator of which is 365. Additionally, all performance-based long term incentive (LTI) awards will become vested on a pro-rata
basis as adjusted based on actual performance through the termination date, with the payment of the awards remaining subject to any applicable performance formula pursuant to the terms of the applicable award; and Mr. Vrabelys unvested
account balance under the DC Plan shall vest.
Mr. Furio is not entitled to any additional payments or benefits upon his termination
of employment due to death or disability unless within the applicable change in control protected period.
Change in Control
Termination Payments and Benefits
Under Mr. Vrabelys employment agreement, in case of termination of employment due to
death or disability within the applicable change in control protected period, Mr. Vrabely will receive the same benefits as
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