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, following the Employment Start Date, 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) (a Prometheus Biosciences | 0000 Xxxxxxx Xxxx Drive, San Diego, CA 92121 | main 000.000.0000 | fax 000.000.0000 | xxxxxxxxxxxxxxxxxxxxx.xxx termination described in (a) or (b), a “Qualifying Termination”), subject to your continued compliance with the Employee Confidential Information and Inventions Agreement, as described 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:
(i) an amount equal to your monthly Base Salary as then in effect on the date of your termination (the “Separation Date”) and prior to any reduction in such Base Salary that would permit you to voluntarily terminate employment for Good Reason for the number of months in the Severance Period (as defined below) (the “Severance Payment”), to be paid in substantially equal installments over the Severance Period in accordance with the Company’s regular payroll schedule, with the first such installment commencing on the first regularly scheduled payroll date following the date your Release becomes effective (which first installment will include any installments that would have occurred prior to such date in accordance with the Company’s regular payroll schedule);
(ii) an amount equal to (A) your Target Bonus for the fiscal year in which the Separation Date occurs, multiplied by (B) (1) 50% if your Qualifying Termination occurs prior to the first anniversary of your Employment Start Date or (2) 100% in the event your Qualifying Termination occurs on or after the first anniversary of your Employment Start Date, to be paid in a single lump sum on the first regularly scheduled payroll date following the date your Release becomes effective, but in no event more than 75 days following the S...
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 by the Executive for Good Reason, the Company shall provide severance to the Executive, payable in installments, each of which shall be considered a separate “payment” for purposes of Section 409A of the Internal Revenue Code (“Section 409A”), accordance with the Company’s normal payroll practice, of 12 month’s Base Salary, the Executive’s Annual Bonus for the fiscal year prior to the fiscal year in which the termination occurs to the extent not paid prior to termination, an Annual Bonus of 120% of the then-current Base Salary, Base Salary through the date of termination, accrued vacation, any reimbursement of all business and professional development expenses incurred but not yet reimbursed, and any benefits payable upon termination of employment under the Company’s employee benefit plans (other than any severance pay plan). In addition the Company shall reimburse the Executive for COBRA payments made by the Executive for himself and his eligible dependents for 12 months following termination by the Company for any reason other than Cause, including a Change in Control, or by the Executive for Good Reason. Notwithstanding the foregoing, the Executive shall not be entitled to receive the severance pay and benefits described in the preceding paragraph (other than Base Salary through the date of termination, accrued vacation, any reimbursement of all business and professional development expenses incurred but not yet reimbursed, and any benefits payable upon termination of employment under the Company’s employee benefit plans), until the Executive has executed a general release (the “Release”) of all claims against the Company arising out of his employment, other than claims arising after the date of execution, the Executive’s right to indemnification and continued coverage under the Company’s Director’s and Officer’s policy, and claims that cannot by law be released. The Release shall be on commercially reasonable terms, in the form customarily used by the Company for its senior executives, and shall also provide for the Company to release any claims against the Executive not involving fraudulent or illegal conduct. In order to receive such severance, the Executive must have signed the Release, and the period provided therein for revocation must have expired, by the sixtieth day after the date of...
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, accrued vacation, and any reimbursement of all business and professional development expenses incurred but not yet reimbursed.
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 12 month’s Base Salary, an Annual Bonus of 120% of the then-current 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 Executive for COBRA payments made by the Executive for 12 months following termination by the Company for any reason other than Cause.
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”) for a period of 6 months:
(i) continuation of your base salary at the rate then in effect in accordance with the terms of the Company’s standard payroll schedule (solely for purposes of Section 409A of the Internal Revenue Code of 1986, as amended, each payment is considered a separate payment (“Salary Continuation Payments”)); and
(ii) continuation of group health plan benefits to the extent authorized by and consistent with 29 U.S.C. § 1161 et seq. (commonly known as “COBRA”), with the cost of the regular premium for such benefits shared in the same relative proportion by the Company and you as in effect on the date of termination. Notwithstanding anything to the contrary in this Agreement, you shall not be entitled to any Termination Benefits unless you first (i) enter into, do not revoke, and comply with the terms of a separation agreement in a form acceptable to the Company which shall include mutual releases of you and the Company and related persons and entities (the “Release”); (ii) resign from any and all positions, including, without implication of limitation, as a director, trustee, and officer, that you then hold with the Company and any affiliate of the Company; and (iii) return all Company property and comply with any instructions related to deleting and purging duplicates of such Company property. The Salary Continuation Payments shall commence within 60 days after the date of termination; provided, however, that if the 60-day period begins in one calendar year and ends in a second calendar year, the Salary Continuation Payments shall begin to be paid in the second calendar year. All compensation and benefits payable to you, other than the Termination Benefit...
At-Will Employment; Severance. Employment with the Company is for no specific period of time. Your employment with the Company is “at will,” meaning that either you or the Company may terminate your employment at any time and for any reason, with or without Cause (as defined in the Severance Plan) and with or without advance notice. Any contrary representations which may have been made to you are superseded by this offer. This is the full and complete agreement between you and the Company on this term. Although your job duties, title, compensation and benefits, as well as the Company’s personnel policies and procedures, may change from time to time, the “at will” nature of your employment may only be changed in an express written agreement signed by you and the Chief Executive Officer of the Company. Notwithstanding the foregoing, you may be entitled to severance upon certain qualifying terminations of employment, as outlined in the Opendoor Technologies Inc. Executive Severance Plan (the “Severance Plan”).1 By signing this Agreement and the Participation Agreement with respect to your participation in the Severance Plan, attached hereto as Attachment 1 (the “Participation Agreement”), you acknowledge your designation as a Tier 2 Executive (as defined in the Severance Plan) in the Severance Plan and your understanding that you agree to all the terms and conditions of the Severance Plan.
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. 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. The Executive’s employment with the Company is on an at-will basis. If the Executive’s employment is terminated by the Company for any reason other than Cause, including a Change of Control (as defined below), or by the Executive for Good Reason (as defined below), the Company shall provide severance to the Executive, payable in accordance with the Company’s normal payroll practice, of three month’s Base Salary, the amount remaining to be paid, if any, of any bonus that has been previously determined in connection with Section 2.c to the Executive, Base Salary through the date of termination, accrued vacation through the date of termination, any reimbursement of all business and professional development expenses incurred but not yet reimbursed and any benefits payable upon termination of employment under the Company’s employee benefit plans (other than any severance pay plan). Notwithstanding the previous sentence, if the Executive’s employment is terminated by the Company for any reason other than Cause, including a Change of Control or by the Executive for Good Reason, on or prior to the 90th day following the Effective Date, in lieu of receiving the severance described herein the Executive shall be entitled to the severance benefits set forth in Section 4 of the Original Agreement, subject to the terms and conditions of that section.
