Common use of At-Will Employment; Severance Clause in Contracts

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 Separation Date (which Target Bonus to be calculated based on your annualized Base Salary rate as then in effect on the Separation Date and prior to any reduction in such Base Salary that would permit you to voluntarily terminate employment for Good Reason); (iii) the right to continued health care benefits under the Company’s health insurance plans pursuant to the Consolidated Omnibus Budget reconciliation Act of 1985, as amended (“COBRA”), for you and your eligible dependents who were covered under the Company’s health insurance plans as of the Separation Date paid by the Company for a period commencing on the Separation Date and ending on the earlier of (a) the last day of the Severance Period or (b) the date on which you become eligible for healthcare insurance with a subsequent employer or (c) the date on which the applicable continuation period under COBRA expires (provided that, if any of the Company’s health benefits are self-funded as of the Separation Date, or if the Company cannot provide the foregoing benefits in a manner that is exempt from Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), or that is otherwise compliant with applicable law (including, without limitation, Section Prometheus Biosciences | 0000 Xxxxxxx Xxxx Drive, San Diego, CA 92121 | main 000.000.0000 | fax 000.000.0000 | xxxxxxxxxxxxxxxxxxxxx.xxx 2716 of the Public Health Service Act), instead of providing the payments or reimbursements as set forth above, the Company shall instead pay to you the foregoing monthly amount as a taxable monthly payment for the foregoing period (or any remaining portion thereof)). You shall be solely responsible for all matters relating to continuation of coverage pursuant to COBRA, including, without limitation, the election of such coverage and the timely payment of premiums. You shall notify the Company immediately if you become eligible to receive the equivalent or increased healthcare coverage by means of subsequent employment or self-employment; and (iv) accelerated vesting of all of the Company’s equity awards that are subject to time vesting conditions effective as of the Separation Date. As a condition to your receipt of any post-termination payments and benefits pursuant to the preceding paragraphs, you shall execute and not revoke a general release of all claims in favor of the Company (the “Release”) in a form reasonably acceptable to the Company. In the event the Release does not become effective within the 60-day period following the date of your termination of employment, you will not be entitled to the aforesaid payments and benefits.

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 Prometheus Biosciences | 0000 Xxxxxxx Xxxx Drive, San Diego, CA 92121 | main 000.000.0000 | fax 000.000.0000 | xxxxxxxxxxxxxxxxxxxxx.xxx 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, 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) (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 100% of your monthly annualized Base Salary 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 12 month period following the Separation Date 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) 100% of your Target Bonus for the fiscal calendar 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 Separation Date (which Target Bonus to be calculated based on your annualized the Base Salary rate as then used for purposes of determining the Severance Payment in effect on the Separation Date and prior to any reduction in such Base Salary that would permit you to voluntarily terminate employment for Good Reasonclause (i) above); (iii) the right to continued health care benefits under the Company’s health insurance plans pursuant to the Consolidated Omnibus Budget reconciliation Reconciliation Act of 1985, as amended (“COBRA”), for you and your eligible dependents who were covered under the Company’s health insurance plans as of the Separation Date paid by the Company for a period commencing on the Separation Date and ending on until the earlier of (a) the last day of date that is 12 months following the Severance Period Separation Date or (b) the date on which you become eligible for healthcare insurance with a subsequent employer or (c) the date on which the applicable continuation period under COBRA expires (provided that, if any of the Company’s health benefits are self-funded as of the Separation Date, or if the Company cannot provide the foregoing benefits in a manner that is exempt from Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), or that is otherwise compliant with applicable law (including, without limitation, Section Prometheus Biosciences | 0000 Xxxxxxx Xxxx Drive, San Diego, CA 92121 | main 000.000.0000 | fax 000.000.0000 | xxxxxxxxxxxxxxxxxxxxx.xxx otherwise compliant with applicable law (including, without limitation, Section 2716 of the Public Health Service Act), instead of providing the payments or reimbursements as set forth above, the Company shall instead pay to you the foregoing monthly amount as a taxable monthly payment for the foregoing period (or any remaining portion thereof)). You shall be solely responsible for all matters relating to continuation of coverage pursuant to COBRA, including, without limitation, the election of such coverage and the timely payment of premiums. You shall notify the Company immediately if you become eligible to receive the equivalent or increased healthcare coverage by means of subsequent employment or self-employment; and (iv) accelerated vesting of all of the Company’s equity awards that are subject to time vesting conditions effective as of the Separation Date. As a condition to your receipt of any post-termination payments and benefits pursuant to the preceding paragraphs, you shall execute and not revoke a general release of all claims in favor of the Company (the “Release”) in a form reasonably acceptable to the Company. In the event the Release does not become effective within the 60-day period following the date of your termination of employment, you will not be entitled to the aforesaid payments and benefits.

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, 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) (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 Prometheus Biosciences | 0000 Xxxxxxx Xxxx Drive, San Diego, CA 92121 | main 000.000.0000 | fax 000.000.0000 | xxxxxxxxxxxxxxxxxxxxx.xxx 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 calendar 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 November 30, 2021, (2) 100% in the event your Qualifying Termination occurs on or after the first anniversary of your Employment Start DateNovember 30, 2021, 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 Separation Date (which Target Bonus to be calculated based on your annualized Base Salary rate as then in effect on the Separation Date and prior to any reduction in such Base Salary that would permit you to voluntarily terminate employment for Good Reason); (iii) the right to continued health care benefits under the Company’s health insurance plans pursuant to the Consolidated Omnibus Budget reconciliation Reconciliation Act of 1985, as amended (“COBRA”), for you and your eligible dependents who were covered under the Company’s health insurance plans as of the Separation Date paid by the Company for a period commencing on the Separation Date and ending on the earlier of (a) the last day of the Severance Period or (b) the date on which you become eligible for healthcare insurance with a subsequent employer or (c) the date on which the applicable continuation period under COBRA expires (provided that, if any of the Company’s health benefits are self-funded as of the Separation Date, or if the Company cannot provide the foregoing benefits in a manner that is exempt from Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), or that is otherwise compliant with applicable law (including, without limitation, Section Prometheus Biosciences | 0000 Xxxxxxx Xxxx Drive, San Diego, CA 92121 | main 000.000.0000 | fax 000.000.0000 | xxxxxxxxxxxxxxxxxxxxx.xxx 2716 of the Public Health Service Act), instead of providing the payments or reimbursements as set forth above, the Company shall instead pay to you the foregoing monthly amount as a taxable monthly payment for the Prometheus Biosciences | 0000 Xxxxxxx Xxxx Drive, San Diego, CA 92121 | main 000.000.0000 | fax 000.000.0000 | xxxxxxxxxxxxxxxxxxxxx.xxx foregoing period (or any remaining portion thereof)). You shall be solely responsible for all matters relating to continuation of coverage pursuant to COBRA, including, without limitation, the election of such coverage and the timely payment of premiums. You shall notify the Company immediately if you become eligible to receive the equivalent or increased healthcare coverage by means of subsequent employment or self-employment; and (iv) accelerated vesting of all of the Company’s equity awards that are subject to time vesting conditions effective as of the Separation Date. As a condition to your receipt of any post-termination payments and benefits pursuant to the preceding paragraphs, you shall execute and not revoke a general release of all claims in favor of the Company (the “Release”) in a form reasonably acceptable to the Company. In the event the Release does not become effective within the 60-day period following the date of your termination of employment, you will not be entitled to the aforesaid payments and benefits.

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, 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) (a ), 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 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 100% of your monthly annualized Base Salary 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 12 month period following the Separation Date in accordance with the Company’s regular payroll schedule, with the first such installment commencing on the first regularly scheduled payroll date 30th day following the date your Release becomes effective Separation Date (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) 100% of your Target Bonus for the fiscal calendar 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 30th day following the Separation Date (which Target Bonus to be calculated based on your annualized the Base Salary rate as then used for purposes of determining the Severance Payment in effect on the Separation Date and prior to any reduction in such Base Salary that would permit you to voluntarily terminate employment for Good Reasonclause (i) above); (iii) the right to continued health care benefits under the Company’s health insurance plans pursuant to the Consolidated Omnibus Budget reconciliation Reconciliation Act of 1985, as amended (“COBRA”), for you and your eligible dependents who were covered under the Company’s health insurance plans as of the Separation Date paid by the Company for a period commencing on the Separation Date and ending on until the earlier of (a) the last day of date that is 12 months following the Severance Period Separation Date or (b) the date on which you become eligible for healthcare insurance with a subsequent employer or (c) the date on which the applicable continuation period under COBRA expires (provided that, if any of the Company’s health benefits are self-funded as of the Separation Date, or if the Company cannot provide the foregoing benefits in a manner that is exempt from Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), or that is otherwise compliant with applicable law (including, without limitation, Section Prometheus Biosciences | 0000 Xxxxxxx Xxxx Drive, San Diego, CA 92121 | main 000.000.0000 | fax 000.000.0000 | xxxxxxxxxxxxxxxxxxxxx.xxx 2716 of the Public Health Service Act), instead of providing the payments or reimbursements as set forth above, the Company shall instead pay to you the foregoing monthly amount as a taxable monthly payment for the foregoing period (or any remaining portion thereof)). You shall be solely responsible for all matters relating to continuation of coverage pursuant to COBRA, including, without limitation, the election of such coverage and the timely payment of premiums. You shall notify the Company immediately if you become eligible to receive the equivalent or increased healthcare coverage by means of subsequent employment or self-employment; andand Prometheus Biosciences | 0000 Xxxxxxx Xxxx Drive, San Diego, CA 92121 | main 000.000.0000 | fax 000.000.0000 | xxxxxxxxxxxxxxxxxxxxx.xxx (iv) accelerated vesting of all of the Company’s equity awards that are subject to time vesting conditions effective as of the Separation Date. As a condition to your receipt of any post-termination payments and benefits pursuant to the preceding paragraphs, you shall execute and not revoke a general release of all claims in favor of the Company (the “Release”) in a form reasonably acceptable to the Company. In the event the Release does not become effective within the 6030-day period following the date of your termination of employment, you will not be entitled to the aforesaid payments and benefits.

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, 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) (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)each, 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:: Prometheus Biosciences | 0000 Xxxxxxx Xxxx Drive, San Diego, CA 92121 | main 000.000.0000 | fax 000.000.0000 | xxxxxxxxxxxxxxxxxxxxx.xxx (i) an amount equal to 100% of your monthly annualized Base Salary 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 12 month period following the Separation Date in accordance with the Company’s regular payroll schedule, with the first such installment commencing on the first regularly scheduled payroll date 30th day following the date your Release becomes effective Separation Date (which first installment will include any installments that would have occurred prior to such date in accordance with the Company’s regular payroll schedule); provided, however, in the event your Qualifying Termination occurs within 24 months following a Change in Control, the foregoing reference to 12 months shall be increased to 18 months; (ii) an amount equal to (A) 100% of your Target Bonus for the fiscal calendar 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 30th day following the Separation Date (which Target Bonus to be calculated based on your annualized the Base Salary rate as then used for purposes of determining the Severance Payment in effect on the Separation Date and prior to any reduction in such Base Salary that would permit you to voluntarily terminate employment for Good Reasonclause (i) above); (iii) the right to continued health care benefits under the Company’s health insurance plans pursuant to the Consolidated Omnibus Budget reconciliation Reconciliation Act of 1985, as amended (“COBRA”), for you and your eligible dependents who were covered under the Company’s health insurance plans as of the Separation Date paid by the Company for a period commencing on the Separation Date and ending on until the earlier of (a) the last day of date that is 12 months following the Severance Period Separation Date or (b) the date on which you become eligible for healthcare insurance with a subsequent employer or (c) the date on which the applicable continuation period under COBRA expires (provided that, if any of the Company’s health benefits are self-funded as of the Separation Date, or if the Company cannot provide the foregoing benefits in a manner that is exempt from Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), or that is otherwise compliant with applicable law (including, without limitation, Section Prometheus Biosciences | 0000 Xxxxxxx Xxxx Drive, San Diego, CA 92121 | main 000.000.0000 | fax 000.000.0000 | xxxxxxxxxxxxxxxxxxxxx.xxx 2716 of the Public Health Service Act), instead of providing the payments or reimbursements as set forth above, the Company shall instead pay to you the foregoing monthly amount as a taxable monthly payment for the foregoing period (or any remaining portion thereof)). You shall be solely responsible for all matters relating to continuation of coverage pursuant to COBRA, including, without limitation, the election of such coverage and the timely payment of premiums. You shall notify the Company immediately if you become eligible to receive the equivalent or increased healthcare coverage by means of subsequent employment or self-employment; provided, however, in the event your Qualifying Termination occurs within 24 Prometheus Biosciences | 0000 Xxxxxxx Xxxx Drive, San Diego, CA 92121 | main 000.000.0000 | fax 000.000.0000 | xxxxxxxxxxxxxxxxxxxxx.xxx months following a Change in Control, the foregoing reference to 12 months shall be increased to 18 months; and (iv) accelerated vesting of all of the Company’s equity awards that are subject to time vesting conditions effective as of the Separation Date. As a condition to your receipt of any post-termination payments and benefits pursuant to the preceding paragraphs, you shall execute and not revoke a general release of all claims in favor of the Company (the “Release”) in a form reasonably acceptable to the Company. In the event the Release does not become effective within the 6030-day period following the date of your termination of employment, you will not be entitled to the aforesaid payments and benefits.