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As Of Filer Filing For·On·As Docs:Size Issuer Agent 3/16/11 Navisite LLC 10-Q 1/31/11 12:786K Donnelley … Solutions/FA |
Document/Exhibit Description Pages Size 1: 10-Q Quarterly Report HTML 333K 2: EX-2.2 Plan of Acquisition, Reorganization, Arrangement, HTML 235K Liquidation or Succession 3: EX-10.1 Material Contract HTML 9K 4: EX-10.2 Material Contract HTML 25K 5: EX-10.3 Material Contract HTML 42K 6: EX-10.4 Material Contract HTML 27K 7: EX-10.5 Material Contract HTML 27K 8: EX-10.6 Material Contract HTML 29K 9: EX-31.1 Certification -- Sarbanes-Oxley Act - Sect. 302 HTML 14K 10: EX-31.2 Certification -- Sarbanes-Oxley Act - Sect. 302 HTML 14K 11: EX-32.1 Certification -- Sarbanes-Oxley Act - Sect. 906 HTML 9K 12: EX-32.2 Certification -- Sarbanes-Oxley Act - Sect. 906 HTML 8K
exv10w4 |
1. | Section 1(a) of the Separation Agreement is hereby amended as follows to add the following Section 1(a)(h): |
2. | Section 1(e)(iii) of the Separation Agreement is hereby amended and restated in its entirety to read as follows: | ||
“(iii) Reserved;” | |||
3. | Section 1(e)(iv) of the Separation Agreement is hereby amended and restated in its entirety to read as follows: | ||
“(iv) Reserved;” | |||
4. | Section 1(e)(vii) of the Separation Agreement is hereby amended and restated in its entirety to read as follows: | ||
“(vii) Notwithstanding anything to the contrary above, in order to establish “Good Reason” for a termination, (i) you must provide notice to the Company of the existence of the condition giving rise to the “Good Reason” within ninety (90) days following the initial existence of the condition and (ii) the Company has thirty (30) days following |
receipt of such notice to remedy such condition (the “Remedy Period”). Further, you must actually terminate your employment for Good Reason within ten (10) days following expiration of the Remedy Period to qualify as termination of employment with the Company by you for Good Reason.” | |||
5. | Section 2(c) of the Separation Agreement is hereby amended and restated in its entirety to read as follows: |
6. | Section 3(b) of the Separation Agreement is hereby amended and restated in its entirety to read as follows: |
i. | The Company shall pay to you your full base salary through the Date of Termination at the rate in effect at the time of Notice of Termination is given, no later than the full fifth day following the Date of Termination; | ||
ii. | Subject to Section 3(e) below and subject to the six (6) month delay for specified employees described in this Agreement, the Company will pay as severance pay to you, severance payments at the higher of (x) your annual base salary in effect on the Date of Termination or (y) your annual base salary in effect immediately prior to the Change in Control, less applicable withholding, (together with the payments provided in paragraph (iii)-(v) below, the “Severance Payments”) for a six month period following the Date of Termination. Subject to Section 3(e) below and subject to the six (6) month delay for specified employees described in this Agreement, Severance Payments will be made in accordance with the Company’s normal payroll procedures; |
iii. | Subject to Section 3(e) below and subject to the six (6) month delay for specified employees described in this Agreement, the Company will provide a Bonus Payment equal to your target bonus for the current fiscal year pro rated to your Date of Termination. In addition, subject to Section 3(e) below and subject to the six (6) month delay for specified employees described in this Agreement, the Company will pay you any unpaid bonus from the prior fiscal year; | ||
iv. | Subject to Section 3(e) below and subject to the six (6) month delay for specified employees described in this Agreement, the Company shall pay to you all reasonable legal fees and expenses incurred by you in seeking to obtain or enforce any right or benefit provided by this Agreement in compliance with and subject to Section 409A; and | ||
v. | Subject to Section 3(e) below and subject to the six (6) month delay for specified employees described in this Agreement, for up to a six (6) month period after such termination, the Company shall provide reimbursement to you for your actual COBRA payments for health benefits continuation provided you elect COBRA coverage.” |
i. | The amount of expenses eligible for reimbursement and the provision of in-kind benefits during any calendar year shall not affect the amount of expenses eligible for reimbursement or the provision of in-kind benefits in any other calendar year; | ||
ii. | The reimbursement of an eligible expense shall be made on or before December 31 of the calendar year following the calendar year in which the expense was incurred; | ||
iii. | Reimbursement or right to an in-kind benefit shall not be subject to liquidation or exchange for another benefit; and | ||
iv. | Each reimbursement payment or provision of in-kind benefit shall be one of a series of separate payments (and each shall be construed as a separate identified payment) for purposes of Section 409A. |
7. | The last two sentences of Section 3(c) of the Separation Agreement are hereby amended and restated in their entirety to read as follows: | ||
“The Gross-Up Payment will be made in a lump sum by the end of your taxable year next following your taxable year in which you remit the related taxes.” | |||
8. | Section 3 of the Separation Agreement is hereby amended to add the following Section 3(e): |
9. | Section 5(a) of the Separation Agreement is hereby amended and restated in its entirety to read as follows: |
10. | The Separation Agreement is hereby amended to provide that any and all references to “Change of Control” shall be to “Change in Control”. |
IN WITNESS HEREOF, the parties hereto have executed this Amendment No 2. to Separation Agreement as of the day and year first set forth above. |
NAVISITE, INC. |
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By: | /s/ James W. Pluntze | |||
Name: | James W. Pluntze | |||
Title: | Chief Financial Officer | |||
EMPLOYEE |
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/s/ Mark Clayman | ||||
Name: Mark Clayman | ||||
This ‘10-Q’ Filing | Date | Other Filings | ||
---|---|---|---|---|
Filed on: | 3/16/11 | None on these Dates | ||
For Period End: | 1/31/11 | |||
12/7/08 | ||||
4/3/06 | ||||
List all Filings |