I am pleased to inform you of the approval by the Board of Directors of PCTEL, Inc. (the “Company”) on May 27, 2021 of the enhancement of the severance benefit provided to you pursuant to the severance benefit letter between you and the Company dated (the “Prior Severance Benefits Letter”) related to continuation coverage pursuant to COBRA (as defined below). Upon the conditions set forth below, the Company will pay the entire cost of COBRA premiums for the period indicated rather than requiring you to continue to pay the portion thereof equivalent to the portion employees pay for their health insurance benefits. In order to receive this enhanced benefit, please execute this severance benefits letter agreement (“Letter Agreement”) which will supersede the Prior Severance Benefits Letter. You are hereinafter referred to as “Employee”.
The Executive is not eligible to receive both severance benefits under the CIC Agreement and Severance Benefits hereunder. Accordingly, if the Executive receives severance benefits under the CIC Agreement, he shall not receive Severance Benefits hereunder. However, if the Executive suffers a Qualifying Termination, and if the Company has undergone a CIC such that the Executive’s Effective Date of Termination falls within the window period described in Section 4.2 of the CIC Agreement, the Executive’s total Severance Benefits shall equal the amounts described as severance benefits under the CIC Agreement (potentially requiring additional payments to the extent the amounts already paid as Severance Benefits hereunder do not equal the amounts payable as severance benefits under the CIC Agreement).
Benefits in Lieu of Severance Pay. The severance benefits provided for in Paragraphs 2 and 3 are in lieu of any benefits that would otherwise be provided to the Employee under any Company severance pay policy or practice and the Employee shall not be entitled to any benefits under any Company severance pay policy or practice in the event that severance benefits are paid hereunder.
Receipt or Release. Any payment to a Participant or the Participant’s Beneficiary in accordance with the provisions of the Plan shall, to the extent thereof, be in full satisfaction of all claims against the Committee and the Employer. The Committee may, to the extent consistent with the Plan and the Regulations, require such Participant or Beneficiary, as a condition precedent to such payment, to execute a receipt and release to such effect.
Receipt of Fees. The Administrator shall have received confirmation that the “Amendment Fee” under and as defined in the Amended and Restated Fee Letter has been paid in full in accordance with the terms of the Amended and Restated Fee Letter.
Receipt of Information. Purchaser has been afforded the opportunity to ask such questions as it has deemed necessary of, and to receive answers from, representatives of the Corporation concerning the terms and conditions of the offering of the Purchased Shares and the merits and risks of investing in the Purchased Shares.
Receipt of Notices. Notices and communications sent by hand or overnight courier service, or mailed by certified or registered mail, shall be deemed to have been given when received; notices sent by facsimile shall be deemed to have been given when sent and receipt has been confirmed by telephone. Notices delivered through electronic communications to the extent provided in subpart # below shall be effective as provided in said subpart (c).
“Non-Competition and Release Agreement” is an agreement, in substantially the form attached hereto in Annex A, executed by and between the Executive and the Company as a condition to the Executive’s receipt of Severance Benefits.
Acknowledgement of Receipt of Amounts Due. You acknowledge and agree that You have received all payments, benefits or other compensation owed to You as a result of Your employment with or Your separation from employment with , and that does not owe You any additional, payments, benefits or other compensation, including, but not limited to, wages, commissions, bonuses, incentive compensation, vacation pay, severance pay, expenses, fees, or other compensation or payments of any kind or nature, other than those amounts or benefits, if any, payable or to be provided to You after the date hereof pursuant to the Severance Benefits Agreement after this Release becomes effective.
Conditions to Payment. Notwithstanding anything herein to the contrary, the Executive acknowledges and agrees that any obligation of the Company to provide the Severance Benefits or the CIC Severance Benefits is conditioned on the Executive # continuing to comply with the Executive’s obligations to the Company and its affiliates that survive termination of the Executive’s employment, including, without limitation, pursuant to any confidentiality, non- disparagement, invention assignment, restrictive covenant, cooperation or similar agreement or covenant between the Executive and the Company or applicable to the Executive in favor of the Company (any such agreement or agreements or covenant or covenants, the “Restrictive Covenants Agreement”) and # signing, without subsequently revoking, a separation agreement on terms and conditions satisfactory to the Company (the “Separation Agreement”), which will contain, among other terms, a general release of claims. The Executive’s timely execution and non-revocation of the Separation Agreement within the time period set forth in such agreement is a condition precedent to the Executive’s right to receive the Severance Benefits or the CIC Severance Benefits, as applicable.
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