At-Will Employment; Severance. You will have no set term of employment, and your employment will be at will. If your employment is terminated before a Change in Control either by the Company without Cause or by you for Good Reason, then the Company shall continue to pay you your then current base salary as of the date of termination for six months thereafter. In addition, upon any termination that entitles you to the foregoing severance benefits, the Company will also continue your coverage under the Company’s medical benefit plan for twelve months at the active-employee premium rate. If your employment is terminated on the date of or within 18 months following a Change in Control either by the Company or its successors without Cause or by you for Good Reason, then the Company shall: (1) continue to pay you your then current base salary as of the termination date for 18 months thereafter, (2) pay you 150% of your then current target annual bonus (based on your target annual bonus in effect in the period in which you are terminated), and (3) continue your medical coverage under the Company’s medical benefit plan for 18 months at the active-employee premium rate. The continuation of base salary will be paid in substantially equal installments over the 18-month severance period in accordance with the Company’s standard payroll practices with respect to active employees, but not less frequently than monthly. The payment of your bonus will be made in a lump sum at such time as bonuses are generally paid to employees during the period in which you are terminated. Notwithstanding the preceding two sentences, if Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), would cause the imposition of an excise tax on the salary continuation severance payment or bonus award severance payment if paid as aforesaid, then payment of the salary continuation severance payment and bonus award severance payment shall be ordered so as to avoid the imposition of the excise tax, as follows: (i) as much of the bonus award severance payment as may be paid without the imposition of the excise tax shall be paid as aforesaid, and any remaining portion of the bonus award severance payment shall be paid upon the day following the six-month anniversary of the termination date; and (ii) if any installments of the salary continuation payment may be paid (in whole or in part) as aforesaid without the imposition of the excise tax, then such installments shall be paid as aforesaid, and the remaining ins...
At-Will Employment; Severance. Your employment with the Company is at-will. This at-will employment relationship cannot be changed except in writing signed by an executive officer of the Company. You may terminate your employment with the Company at any time and for any reason whatsoever simply by notifying the Company. Likewise, the Company may terminate your employment at any time and for any reason whatsoever, with or without Cause (as defined below) or advance written notice. In the event that your employment is terminated by the Company (a) for any reason other than for Cause, death or Disability (as defined below), or (b) by you for Good Reason (as defined below), subject to your continued compliance with the Employee Confidential Information and Inventions Agreement, as described Prometheus Biosciences | 0000 Xxxxxxx Xxxx Drive, San Diego, CA 92121 | main 000.000.0000 | fax 000.000.0000 | xxxxxxxxxxxxxxxxxxxxx.xxx below, and the effectiveness of your Release (as defined below), you will be entitled to receive, in addition to the Accrued Obligations (as defined below), the following severance benefits:
At-Will Employment; Severance. The Executive’s employment with the Company is on an at-will basis. If terminated by the Company for any reason other than Cause, including a Change in Control, or if terminated by the Executive for Good Reason, the Company shall provide severance to the Executive, payable in accordance with the Company’s normal payroll practice, of Executive’s Base Salary for 12 months following Executive’s termination, accrued vacation, and any reimbursement of all business and professional development expenses incurred but not yet reimbursed. In addition the Company shall reimburse the Executive for COBRA payments by the Executive for 12 months following termination by the Company for any reason other than Cause or termination by the Executive for Good Reason.
At-Will Employment; Severance. Your employment is “at will,” meaning you or the Company may terminate it at any time for any or no reason at which time you will be entitled to Accrued Obligations, defined as (1) the portion of your Base Salary that has accrued prior to any termination of your employment with the Company and has not yet been paid, (2) an amount equal to the value of your accrued unused vacation days and (3) the amount of any expenses properly incurred by you on behalf of the Company prior to any such termination and not yet reimbursed and to no other compensation, provided, however, in the event the Company terminates your employment without Cause (as defined below), in addition to the Accrued Obligations, the Company shall provide to you the following termination benefits (the “Termination Benefits”):
At-Will Employment; Severance. The Executive’s employment with the Company is on an at-will basis. If terminated by the Company for any reason other than Cause, including a change of control, the Company shall provide severance to the Executive, payable in accordance with the Company's normal payroll practice, of six month's Base Salary in the event of termination on or before August 17, 2011 and 12 month's Base Salary in the event of termination after August 17, 2011, in each case as well as any and accrued vacation and reimbursement of all business and professional development expenses incurred but not yet reimbursed.
At-Will Employment; Severance. Employee shall serve at the pleasure of the Association. Employee shall be an At-Will employee and the Association has the right to terminate Employee’s employment under this Agreement at any time after the effective date, for any reason or no reason, immediately upon written notice to Employee. Said notice shall set forth the effective date of termination. In the event of termination, the Association shall have the right to demand that Employee immediately vacate the office and discontinue any employment services whatsoever for the Association as specified in such a notice. In the event of termination by the Association, Employee shall be entitled to severance pay equal to four (4) month’s salary from the effective date of termination, subject to all taxes and withholdings required by law. However, if Employee is terminated for any substantiated act involving moral turpitude, unlawful behavior or insubordination (see Appendix A-Definitions) the Association shall have no obligation to pay the severance set forth in this section.
At-Will Employment; Severance. The Company and the Employee acknowledge that the Employee's employment is and shall continue to be at-will, as defined under applicable law. If the Employee's employment terminates for any reason, Employee shall not be entitled to any payments, benefits, damages, awards or compensation other than as follows: If the Employee's employment is terminated by the Company without cause within two years after commencement of his employment with the Company, the Employee will be entitled to a one-time severance payment equal to six months of the Employee's base salary as of the termination date. The Employee's stock option agreement(s) will also provide that in such an event, all shares will vest which would otherwise have vested through the date of termination and during the following six months as if the options had vested on a monthly basis beginning on the Employee's employment commencement date. The foregoing benefits are contingent on the Employee entering into a severance agreement in such form as the Company reasonably requests, which will include a waiver of any additional claims against the Company. For purposes of the foregoing, "cause" means one or more of the following: (i) material breach of any confidentiality, invention assignment or other agreement with the Company which breach is not cured within ten (10) days of receipt of written notice from the Company; (ii) negligence in the performance of duties or nonperformance or misperformance of such duties that in the good faith judgment of the Company adversely affects the operations or reputation of the Company; (iii) refusal to abide by or comply with the good faith directives of the Board of Directors or the Company's standard policies and procedures, which actions continue for a period of at least ten (10) days after written notice from the Company; (iv) any willful dishonesty, fraud, or misappropriation of funds with respect to the business or affairs of the Company; (v) conviction by, or entry of a plea of guilty or nolo contendre in, a court of competent and final jurisdiction for any crime which constitutes a felony in the jurisdiction involved; or (vi) abuse of alcohol or drugs (legal or illegal) that, in the Company's judgment, materially impairs your ability to perform your duties.
At-Will Employment; Severance. (a) Your employment with Adynxx will be “at will,” which means that either you or Adynxx may terminate your employment at any time for any reason whatsoever upon thirty (30) days’ written notice. In the event that your employment is terminated by Adynxx without Cause or your employment is terminated due to Constructive Termination (as both such terms are defined in Section 6 below), you shall be entitled to receive a severance payment equal to twelve (12) months of your annual base salary effective as of the termination date and twelve (12) months of continued health insurance benefits (assuming you timely elect continued coverage under COBRA). The cash severance payments shall be made in one lump-sum payment, to be made subject to the limitations set forth in Sections 3(b), 4, and 5. Xxxxxx Xxxxx, Ph.D. September 1, 2011
At-Will Employment; Severance. The Employee’s employment with the Company is on an at-will basis. If terminated by the Company for any reason other than Cause, including a change of control, or by the Employee for Good Reason, the Company shall provide severance to the Employee, payable in accordance with the Company’s normal payroll practice, of three month’s Base Salary, accrued vacation, and any reimbursement of all business and professional development expenses incurred but not yet reimbursed. In addition the Company shall reimburse the Employee for COBRA payments made by the Employee for three months following termination by the Company for any reason other than Cause, or by the Employee for Good Reason.
At-Will Employment; Severance. (a) Nothing in this Agreement is intended to create or imply a promise or contract of employment for a specified term. Executive’s employment with the Company is “at will,” meaning that either Executive or the Company may terminate the employment relationship at any time, with or without cause or reason, and with or without notice. The at will nature of the employment relationship will remain in effect throughout Executive’s employment with the Company or any of its subsidiaries or affiliates, and can be modified only by a written agreement signed by both Executive and the Chairman of the Board of Directors. The at will nature of the employment relationship may not be modified by any oral or implied agreement, or by any Company policies, practices or patterns of conduct.
