CSS » Topics » Severance Agreements

This excerpt taken from the CSS DEF 14A filed Jun 16, 2009.
Severance Agreements
 
Christopher J. Munyan.  As amended effective September 5, 2008, our employment agreement with Mr. Munyan provides that CSS will pay a severance benefit to Mr. Munyan if CSS terminates his employment other than for cause at any time prior to the end of the then-current employment term provided for in that agreement.


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Presently, Mr. Munyan’s employment term under that agreement ends on July 1, 2011. However, the agreement provides for automatic renewal of such employment term for a three-year term effective July 1 of each year, unless either CSS or Mr. Munyan elects to prevent such renewal from occurring by providing written notice of non-renewal to the other party by at least 90 days prior to July 1 of each year. Neither party provided such written notice of non-renewal with respect to the July 1, 2009 automatic renewal date. Therefore, effective July 1, 2009, Mr. Munyan’s employment term under his employment agreement with us will be extended automatically until July 1, 2012.
 
Our obligation to provide severance payments to Mr. Munyan is conditioned upon the execution and delivery of a release of claims by Mr. Munyan in favor of CSS and its affiliates. If applicable, the severance benefit under his employment agreement would be equal to the greater of (a) 18 months of Mr. Munyan’s then-current annual base salary or (b) an amount equal to Mr. Munyan’s then-current annual base salary for the period from the effective date of such termination to the end of his then-current employment term under his employment agreement. The severance benefits would be payable in equal installments coinciding with CSS’ normal payroll schedule (currently, semi-monthly) during the applicable severance period and would be reduced by any requisite tax withholdings and other applicable payroll deductions. Commencement of payment of such severance benefits will be delayed as necessary to avoid adverse consequences under Section 409A of the Code. Furthermore, the employment agreement provides that the severance payments will be reduced by any earnings and other compensation received by Mr. Munyan or accrued for his benefit for services rendered by him during the period commencing on the day following the one-year anniversary of his termination. The agreement also provides for a continuation of payment by CSS of a portion of the premiums for Mr. Munyan’s participation in the CSS-sponsored medical insurance program (on the same basis that CSS then pays a portion of the premiums for its active employees participating in the program) for the period of time that he remains entitled to receive severance payments. The employment agreement also contains post-termination non-competition and non-solicitation obligations on the part of Mr. Munyan and in favor of CSS and its affiliates.
 
This excerpt taken from the CSS DEF 14A filed Jun 19, 2008.
Severance Agreements
 
Christopher J. Munyan.  Our employment agreement with Mr. Munyan provides that CSS will pay a severance benefit to Mr. Munyan if CSS terminates his employment other than for cause at any time prior to July 1, 2009, conditioned upon the execution and delivery of a release of claims by Mr. Munyan in favor of CSS and its affiliates. If applicable, the severance benefit would be equal to the greater of (a) one year of Mr. Munyan’s then-current annual base salary or (b) an amount equal to Mr. Munyan’s then-current annual base salary for the period from the effective date of such termination to July 1, 2009. If applicable, the severance benefits would be payable in equal installments coinciding with CSS’ normal payroll schedule (currently, semi-monthly) during the applicable severance period and would be reduced by any requisite tax withholdings and other applicable payroll deductions.


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Furthermore, the employment agreement provides that the severance payments will be reduced by any earnings and other compensation received by Mr. Munyan or accrued for his benefit for services rendered by him during the period commencing on the day following the one-year anniversary of his termination. The employment agreement also contains post-termination non-competition and non-solicitation obligations on the part of Mr. Munyan and in favor of CSS and its affiliates.
 
William G. Kiesling.  Our employment agreement with Mr. Kiesling provides that CSS will pay a severance benefit to Mr. Kiesling if CSS terminates his employment other than for cause at any time prior to July 27, 2008, conditioned upon Mr. Kiesling’s execution and delivery of a release of claims in favor of CSS and its affiliates. If applicable, the severance benefit would be equal to Mr. Kiesling’s then-current annual base salary, and it would be payable in equal installments, coinciding with CSS’ normal payroll schedule (currently, semi-monthly), over the course of one year.
 
This excerpt taken from the CSS DEF 14A filed Jun 15, 2007.
Severance Agreements
 
David J. M. Erskine.  On April 3, 2006, CSS entered into a separation agreement with Mr. Erskine in connection with the announcement of his retirement as an executive officer, employee and director of CSS effective June 30, 2006, which we refer to below as the “Separation Date”. Under this agreement, CSS is providing severance payments to Mr. Erskine in the aggregate amount of $468,000. Of this amount, $234,000 was paid in a lump sum in January 2007, and the remaining amount is being paid in equal semi-monthly installments which commenced in January 2007 and will end in June 2007. In addition, under the separation agreement, CSS-paid medical insurance benefits were provided to Mr. Erskine from July 2006 until December 2006.


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Under the separation agreement, all stock options previously granted to Mr. Erskine prior to the Separation Date that were exercisable as of the Separation Date remained exercisable for periods of 90 days or 180 days after the Separation Date, depending on the plan under which options were granted. In accordance with the separation agreement, those stock options previously granted to Mr. Erskine prior to the Separation Date that were not exercisable as of the Separation Date terminated as of such date. The separation agreement includes non-competition and non-solicitation obligations that are applicable to Mr. Erskine until June 30, 2007.
 
In order to receive the severance payments and other benefits provided for in the separation agreement, Mr. Erskine was required to, and did, execute and deliver of a release of claims in favor of CSS and its affiliates. Under the separation agreement, all severance payments are subject to, and reduced by, any requisite tax withholdings and other applicable payroll deductions.
 
Christopher J. Munyan.  Our employment agreement with Mr. Munyan provides that CSS will pay a severance benefit to Mr. Munyan if CSS terminates his employment other than for cause at any time prior to July 1, 2009, conditioned upon the execution and delivery of a release of claims by Mr. Munyan in favor of CSS and its affiliates. If applicable, the severance benefit would be equal to the greater of (a) one year of Mr. Munyan’s then-current annual base salary or (b) an amount equal to Mr. Munyan’s then-current annual base salary for the period from the effective date of such termination to July 1, 2009. If applicable, the severance benefits would be payable in equal installments coinciding with CSS’ normal payroll schedule (currently, semi-monthly) during the applicable severance period and would be reduced by any requisite tax withholdings and other applicable payroll deductions. Furthermore, the employment agreement provides that the severance payments will be reduced by any earnings and other compensation received by Mr. Munyan or accrued for his benefit for services rendered by him during the period commencing on the day following the one-year anniversary of his termination. The employment agreement also contains post-termination non-competition and non-solicitation obligations on the part of Mr. Munyan and in favor of CSS and its affiliates.
 
William G. Kiesling.  Our employment agreement with Mr. Kiesling provides that CSS will pay a severance benefit to Mr. Kiesling if CSS terminates his employment other than for cause at any time prior to July 27, 2008, conditioned upon Mr. Kiesling’s execution and delivery of a release of claims in favor of CSS and its affiliates. If applicable, the severance benefit would be equal to Mr. Kiesling’s then-current annual base salary, and it would be payable in equal installments, coinciding with CSS’ normal payroll schedule (currently, semi-monthly), over the course of one year.
 
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