(iii)a pro rata portion of his annual bonus based on the actual results for the
year of his termination and the number of days he served during such year; and
(iv)continued participation by him and his eligible dependents in the Company's group health plans for 18 months at the Company's expense, subject to certain limitations and continued eligibility. In the event severance payments and benefits trigger excise taxation under Sections 280G and 4999 of the Internal Revenue Code of 1986, as amended (the "Excise Tax"), the Company has agreed, with respect to such payments, to use its reasonable best efforts to obtain stockholder approval satisfying the requirements of Section 280G(b)(5) of the Code (the "Stockholder Approval"), such that no portion of the payments or benefits will be subject to the Excise Tax. In the event that the Stockholder Approval is not obtained for any reason, then such payments shall be either (x) reduced to the extent necessary to avoid application of the Excise Tax or (y) provided to
Mr. Cowanin full, which of the foregoing amounts, results in the receipt by Mr. Cowan, on an after-tax basis, of the greatest amount of benefits, notwithstanding that all or some portion of such benefits may be taxable under the Excise Tax. Mr. Cowanis not expected to receive any compensation for his service as a director. The Employment Agreement will be filed with the Company's annual report on Form 10-K for the fiscal year ended September 30, 2013. In connection with his appointment, the Company also expects that the Board of Directors will grant Mr. Cowanan as of yet undetermined number of Series C restricted units ("RUs") in Eagle Topco("Partnership") under the Company's restricted partnership unit plan. Subject to Board approval, the RU's are expected to vest pursuant to the vesting conditions contained in the form of Restricted Unit Agreement filed as Exhibit 10.4 to the Company's Registration Statement on Form S-4 as filed by the Company on January 11, 2012and which is incorporated by reference herein. The Company will file an amendment to this Current Report on Form 8-K once the number of RUs to be granted to Mr. Cowanand the specific vesting terms have been approved by the Board.
Pervez Qureshi, the Company's Chief Executive Officer and President has resigned from each of these positions, as well as his position as a director on the Company's Board of Directors, effective October 4, 2013. Mr. Qureshiwill receive severance benefits pursuant to the terms of his employment agreement with the Company dated as of January 5, 2012(the "Qureshi Employment Agreement"). The Qureshi Employment Agreement was filed as Exhibit 10.3 to the Company's Registration Statement on Form S-4 as filed by the Company on January 11, 2012and is incorporated by reference herein. Attached to this Current Report, as Exhibit 99.1, is a copy of the news release for Epicor Software Corporationdated October 7, 2013titled " Joseph L. CowanAppointed President and Chief Executive Officer of Epicor Software Corporation".
Item 9.01 Financial Statements and Exhibits
Exhibit Number Description 99.1 Press Release dated
October 7, 2013