Common use of Amendment to Employment Agreement Clause in Contracts

Amendment to Employment Agreement. (a) The definition of “Effective Date” in the preamble of the Employment Agreement shall be deleted in its entirety and replaced with the definition of “Effective Date” in this Amendment. (b) Section 1(a)(i) of the Employment Agreement titled “Position and Duties” shall be deleted in its entirety and replaced with the following: “During the Employment Period, Executive shall serve as the Executive Chairman of the board of directors of Parent (the “Board”) and shall have the normal duties, responsibilities and authority implied by such position, which shall include leadership of the Board and its strategic priorities, and assisting the new chief executive officer with the transition, subject in each case to the power of the Board to expand, limit or otherwise alter such duties, responsibilities, positions and authority and to otherwise override actions of officers.” (c) Section 1(b) of the Employment Agreement titled “Salary, Bonus and Benefits” shall be deleted in its entirety and replaced with the following: “Commencing on the date of the start of the first payroll period to begin after the Effective Date and continuing until a Separation, Employer will pay Executive a base salary at a rate of $500,000 per annum (the “Annual Base Salary”). The Annual Base Salary shall be reviewed annually by the Board. For each fiscal year of Employer ending during the Employment Period, Executive shall be eligible for an annual bonus with a target amount equal to $757,667 for 2023 and 100% of the Annual Base Salary in subsequent years (such amount, the “Annual Bonus”), as determined by the Board based upon the performance of Executive and the achievement by Parent, Employer and the other Subsidiaries of Parent of financial, operating and other objectives set by the Board. Each Annual Bonus, if any, shall be paid as soon as administratively feasible after the Board (or a committee thereof) certifies whether the applicable performance targets for the applicable year have been achieved but in no event later than March 15 following the end of such year. Notwithstanding anything in this Section 1(b) to the contrary, no Annual Bonus, if any, or any portion thereof, shall be payable for any year unless Executive remains continuously employed by Employer from the Effective Date through the last day of such year. In addition, during the Employment Period, Executive will be entitled to such other benefits as are approved by the Board and made generally available to all senior management of Parent and Employer.”

Appears in 2 contracts

Samples: Employment Agreement (Maravai Lifesciences Holdings, Inc.), Employment Agreement (Maravai Lifesciences Holdings, Inc.)

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Amendment to Employment Agreement. (a) The definition of “Effective Date” in the preamble of the Employment Agreement shall be deleted Paragraph 4(d) is hereby amended by deleting such paragraph in its entirety and replaced replacing it with a new Paragraph 4(d) as follows: If within two years of a Change of Control (as defined below) of the Company or the closing of the Genesoft Merger (as defined below), (i) you are terminated other than for Cause, or (ii) you terminate your employment with the definition surviving company due to the fact that (a) the surviving company takes any action that results in a material diminution in your position, authority or duties as such position, authority or duties existed immediately prior to the Change of “Effective Control or the Genesoft Merger, as the case may be, provided, however, that your ceasing to serve as the Chairman of the Board of Directors of the Company following the Genesoft Merger shall not constitute a material diminution in your position, authority or duties with the Company, or (b) the surviving company takes any action that would require you to have your principal place of work changed to any location outside a thirty-five mile radius of the City of Boston, then, in the case of either (i) or (ii), the Company will continue to pay your Base Salary in effect on the Termination Date and provide you with the benefits set forth in paragraph 2 of this agreement for a period of eighteen (18) months from the Termination Date. The Company will also pay you on the Termination Date any Base Salary earned but not paid through the Termination Date. In addition, upon such termination, your remaining unvested options and non-exercisable restricted shares will immediately fully vest and all your options shall remain exercisable for a period equal to the lesser of two years from the Termination Date or until the final exercise date of the options as determined in the applicable stock option agreement between yourself and the Company. All severance payments will be payable in accordance with the normal payroll practices of the Company. If you are eligible for severance payments under this Amendmentparagraph 4(d), then the provisions of paragraph 4(c) above shall not apply to such termination. (b) Section 1(a)(iParagraph 4(e) of is hereby amended by adding the Employment Agreement titled “Position and Duties” shall be deleted following definition in its entirety and replaced with the following: “During the Employment Period, Executive shall serve as the Executive Chairman of the board of directors of Parent (the “Board”) and shall have the normal duties, responsibilities and authority implied by such position, which shall include leadership of the Board and its strategic priorities, and assisting the new chief executive officer with the transition, subject in each case to the power of the Board to expand, limit or otherwise alter such duties, responsibilities, positions and authority and to otherwise override actions of officers.” (c) Section 1(b) of the Employment Agreement titled “Salary, Bonus and Benefits” shall be deleted in its entirety and replaced with the following: “Commencing on the date of the start of the first payroll period to begin after the Effective Date and continuing until a Separation, Employer will pay Executive a base salary at a rate of $500,000 per annum (the “Annual Base Salary”). The Annual Base Salary shall be reviewed annually by the Board. For each fiscal year of Employer ending during the Employment Period, Executive shall be eligible for an annual bonus with a target amount equal to $757,667 for 2023 and 100% of the Annual Base Salary in subsequent years (such amount, the “Annual Bonus”), as determined by the Board based upon the performance of Executive and the achievement by Parent, Employer and the other Subsidiaries of Parent of financial, operating and other objectives set by the Board. Each Annual Bonus, if any, shall be paid as soon as administratively feasible after the Board (or a committee thereof) certifies whether the applicable performance targets for the applicable year have been achieved but in no event later than March 15 following the end of such year. Notwithstanding anything in this Section 1(b) to the contrary, no Annual Bonus, if any, or any portion thereof, shall be payable for any year unless Executive remains continuously employed by Employer from the Effective Date through the last day of such year. In addition, during the Employment Period, Executive will be entitled to such other benefits as are approved by the Board and made generally available to all senior management of Parent and Employer.”appropriate alphabetic order:

Appears in 1 contract

Samples: Employment Agreement (Oscient Pharmaceuticals Corp)

Amendment to Employment Agreement. (a) The definition Employment Agreement shall terminate on August 15, 2024, or such later date agreed to in writing by the parties hereto (the “Termination Date”), provided that (A) Executive agrees to assist in an orderly transition of services during the period between the Effective Date and the Termination Date, (B) Executive further agrees to enter into that Contractor Agreement attached hereto as Exhibit A for the period from the Termination Date until November 15, 2024 (the Effective Date” in the preamble Transition Period”) and provide services thereunder, (C) Sections 3, 6, 7 and 8-5 inclusive of the Employment Agreement and the defined terms used therein, shall be deleted in its entirety and replaced with the definition of “Effective Date” survive such termination, (D) except as explicitly set forth in this Amendment, Executive shall not be entitled to any severance payment or benefit due to Executive’s termination of employment (including without limitation any payment set forth in Sections 4 and 5 of the Employment Agreement) and (E) such termination shall not be deemed to be a Constructive Termination, a Change of Control or a termination of Executive’s employment by the Company without Cause. (b) Section 1(a)(i) of Provided that Executive remains employed through the Employment Agreement titled “Position and Duties” shall be deleted in its entirety and replaced with the following: “During the Employment Period, Executive shall serve as the Executive Chairman of the board of directors of Parent (the “Board”) and shall have the normal duties, responsibilities and authority implied by such position, which shall include leadership of the Board and its strategic priorities, and assisting the new chief executive officer with the transition, subject in each case to the power of the Board to expand, limit or otherwise alter such duties, responsibilities, positions and authority and to otherwise override actions of officers.” (c) Section 1(b) of the Employment Agreement titled “Salary, Bonus and Benefits” shall be deleted in its entirety and replaced with the following: “Commencing on the date of the start of the first payroll period to begin after the Effective Termination Date and continuing until a Separation, Employer will pay Executive a base salary at a rate of $500,000 per annum (signs the “Annual Base Salary”). The Annual Base Salary shall be reviewed annually by Contractor Agreement no later than the Board. For each fiscal year of Employer ending during the Employment PeriodTermination Date, Executive shall be eligible for an annual the following benefits: (i) A transition bonus with a target in the amount of $880,000, which is equal to $757,667 for 2023 and 100% two (2) years of Executive’s base salary as of the Annual Base Salary in subsequent years Termination Date (such amount, the “Annual Transition Bonus”), as determined by payable in a one-time, lump sum payment on the Board based upon first regularly scheduled payroll date following the performance effective date of the Release; (ii) Reimbursement of the health and dental care continuation premiums for Executive and Executive’s dependents incurred by Executive to effect continuation of health and dental insurance coverage for Executive and Executive’s dependents on the achievement by Parentsame basis as active employees, Employer for a period of up twelve (12) months from the Termination Date, to the extent that Executive is eligible for and elects continuation coverage under the Consolidated Omnibus Budget Reconciliation Act (“COBRA”) following the Termination Date and provided that Executive does not obtain health coverage through another company during this period. The Transition Bonus and the other Subsidiaries of Parent of financial, operating and other objectives set by the Board. Each Annual Bonus, if any, COBRA reimbursements shall be paid known collectively as soon the “Transition Benefits”. (c) For avoidance of doubt, all outstanding Restricted Stock Units Awards and Performance Share Units Awards (as administratively feasible after each such term as defined in the Board SolarWinds Corporation 2018 Equity Incentive Plan) previously granted to Executive that were eligible to vest solely subject to Executive’s continued services with the Company through November 15, 2024 (or a committee thereofthe “Vesting Eligible RSUs and PSUs”) certifies whether shall remain outstanding and continue to be eligible to vest in accordance with their terms following the applicable performance targets Termination Date and during the Transition Period and for so long as Executive is providing continued services under the Contractor Agreement. Except for the applicable year have been achieved but Vesting Eligible RSUs and PSUs, all of Executive’s Restricted Stock Unit Awards and Performance Share Unit Awards will be terminated and cancelled on the Termination Date and are not eligible to vest, and Executive will receive no additional payment or benefit in no event later than March 15 following the end respect of such year. Notwithstanding anything in this Section 1(b) to the contrary, no Annual Bonus, if any, or any portion thereof, shall be payable for any year unless Executive remains continuously employed by Employer from the Effective Date through the last day of such year. In addition, during the Employment Period, Executive will be entitled to such other benefits as are approved by the Board and made generally available to all senior management of Parent and Employer.”terminated Restricted Stock Unit Awards and

Appears in 1 contract

Samples: Employment Agreement (SolarWinds Corp)

Amendment to Employment Agreement. (a) The definition of “Parties agree that upon the Effective Date, Amendment #1 is hereby amended as follows: 1.1 The Section 9(a), is hereby amended to read in its entirely as follows: “The vesting of all unvested stock options and all unvested grants of restricted stock herein referred to and any subsequent grants of stock options, restricted stock or any other stock awards in future plans, shall accelerate in such amount equal to the number of shares that would vest over an additional twenty-four (24) month period as if you have continued to be an employee of the Company for additional twenty-four (24) months following your termination; 1.2 The Section 9(b), is hereby amended to read in its entirely as follows: “You will be eligible to receive severance pay in the preamble total amount equal to the sum of twelve (12) months of your base salary in effect as of the Employment Agreement shall employment termination date. For purposes of this Section 9(b), “base salary” as used herein does not include any annual performance bonus or any other bonus payment. The severance pay will be deleted in its entirety subject to required payroll deductions and replaced with the definition of “Effective Date” in this Amendment. (b) Section 1(a)(i) of the Employment Agreement titled “Position and Duties” shall be deleted in its entirety and replaced with the following: “During the Employment Period, Executive shall serve as the Executive Chairman of the board of directors of Parent (the “Board”) and shall have the normal duties, responsibilities and authority implied by such position, which shall include leadership of the Board and its strategic prioritieswithholdings, and assisting the new chief executive officer will be paid in twenty-six (26) equal installments over a period of twelve1 (12) months, with the transition, subject in each case to the power of the Board to expand, limit or otherwise alter such duties, responsibilities, positions and authority and to otherwise override actions of officers.” (c) Section 1(b) of the Employment Agreement titled “Salary, Bonus and Benefits” shall be deleted in its entirety and replaced with the following: “Commencing payments made on the Company's normal payroll schedule; provided, however, that any payments delayed pending the effective date of the start of the first payroll period to begin after the Effective Date and continuing until a Separation, Employer will pay Executive a base salary at a rate of $500,000 per annum (the “Annual Base Salary”). The Annual Base Salary Release shall be reviewed annually by paid in arrears on the Board. For each fiscal year of Employer ending during the Employment Periodpayroll date next following such effective date; and" 1.3 The Section 9(c), Executive shall be is hereby amended to read in its entirely as follows: “If you timely elect and continue to remain eligible for an annual bonus with a target amount equal to $757,667 for 2023 and 100% of the Annual Base Salary in subsequent years continued group health insurance coverage under federal COBRA law or, if applicable, state insurance laws (such amountcollectively, the Annual BonusCOBRA”), the Company will pay your COBRA premiums sufficient to continue your group health insurance coverage at the same level in effect as determined by the Board based upon the performance of Executive and the achievement by Parent, Employer and the other Subsidiaries of Parent of financial, operating and other objectives set by the Board. Each Annual Bonusyour employment termination date (including dependent coverage, if any, shall be paid as soon as administratively feasible applicable) for twelve (12) months after the Board (or employment termination date; provided that, the Company's obligation to pay your COBRA premiums will cease earlier if you become eligible for group health insurance coverage through a committee thereof) certifies whether the applicable performance targets for the applicable year have been achieved but in no event later than March 15 following the end of such year. Notwithstanding anything in this Section 1(b) new employer and you must provide prompt written notice to the contraryCompany if you become eligible for group health insurance coverage through a new employer within twelve (12) months of your employment termination date. 1.7 Except as amended herein, no Annual Bonus, if any, or any portion thereof, Amendment #2 shall be payable for any year unless Executive remains continuously employed by Employer from the Effective Date through the last day of such year. In addition, during the Employment Period, Executive will be entitled to such other benefits as are approved by the Board remain in full force and made generally available to all senior management of Parent and Employereffect without modification.

Appears in 1 contract

Samples: Employment Agreement (Silicon Graphics International Corp)

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Amendment to Employment Agreement. (a) The definition of “Effective Date” in the preamble of the Employment Agreement shall be deleted in its entirety and replaced with the definition of “Effective Date” in this Amendment. (b) Section 1(a)(i) of the Employment Agreement titled “Position and Duties” shall be deleted in its entirety and replaced with the following: “During the Employment Period, Executive shall serve as the Executive Chairman of the board of directors of Parent (the “Board”) and shall have the normal duties, responsibilities and authority implied by such position, which shall include leadership of the Board and its strategic priorities, and assisting the new chief executive officer with the transition, subject in each case to the power of the Board to expand, limit or otherwise alter such duties, responsibilities, positions and authority and to otherwise override actions of officers.” (c) Section 1(b) of the Employment Agreement titled “Salary, Bonus and Benefits” shall be deleted in its entirety and replaced with the following: “Commencing on the date of the start of the first payroll period to begin after the Effective Date and continuing until a Separation, Employer will pay Executive a base salary at a rate of $500,000 per annum (the “Annual Base Salary”). The Annual Base Salary shall be reviewed annually by the Board. For each fiscal year of Employer ending during the Employment Period, Executive shall be eligible for an annual bonus with a target amount equal to $757,667 725,000 for 2023 2022 and 100% of the Annual Base Salary in subsequent years (such amount, the “Annual Bonus”), as determined by the Board based upon the performance of Executive and the achievement by Parent, Employer and the other Subsidiaries of Parent of financial, operating and other objectives set by the Board. Each Annual Bonus, if any, shall be paid as soon as administratively feasible after the Board (or a committee thereof) certifies whether the applicable performance targets for the applicable year have been achieved but in no event later than March 15 following the end of such year. Notwithstanding anything in this Section 1(b) to the contrary, no Annual Bonus, if any, or any portion thereof, shall be payable for any year unless Executive remains continuously employed by Employer from the Effective Date through the last day of such year. In addition, during the Employment Period, Executive will be entitled to such other benefits as are approved by the Board and made generally available to all senior management of Parent and Employer.” (d) The definition of “Good Reason” in Section 4 of the Employment Agreement shall be deleted in its entirety and replaced with the following:

Appears in 1 contract

Samples: Employment Agreement (Maravai Lifesciences Holdings, Inc.)

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