reorganization and severance package for Mr. Singh
Not a bad severance package if you ask me:
In order to ensure an orderly transition of duties and responsibilities, the Company and Mr. Singh entered into a Transition Agreement (the “Transition Agreement”) on May 1, 2012. Under the Transition Agreement, Mr. Singh has agreed to remain employed through December 31, 2012, and will be entitled to the following compensation and benefits, in addition to already vested rights and benefits: (i) a bonus equal to $540,000 for 2012, payable in 2013 at such time as the annual bonuses for 2012 are paid by the Company to its executive officers, but no later than March 15, 2013; (ii) $1,000,000 payable as part of the first normally scheduled payroll following the six month anniversary of his separation from the Company; (iii) $1,055,000 payable as part of the first normally scheduled payroll following the effective date of his required general release of claims; (iv) continued health and life benefits for twelve months following his separation; (v) outplacement services; (vi) reimbursement of limited legal expenses in connection with the Transition Agreement; and (vii) such other items as are described in the Transition Agreement. All such compensation and benefits are conditioned upon Mr. Singh (1) not terminating his employment prior to August 15, 2012; (2) not being terminated for “cause” (as defined in the Transition Agreement) by the Company; and (3) executing and not revoking a general release of claims. Additionally, Mr. Singh will be required to forfeit and/or repay the cash portion of the compensation in the event he violates any of his non-compete, non-solicitation or confidential information covenants. Under the Transition Agreement, Mr. Singh also agreed to extend his non-solicitation of the Company’s employees to twenty-four months following his separation. The foregoing description of the Transition Agreement is qualified in its entirety by reference to its terms, which is filed herewith as Exhibit 10.1 and is incorporated herein by this reference.