Common use of BY ELASTIC Clause in Contracts

BY ELASTIC. Elastic shall have the right to terminate the employment of the Executive at any time during the Term, including, without limitation, for Cause or without Cause. (1) If Elastic terminates the employment of the Executive upon the occurrence of the expiration of the Term on the fourth anniversary of the Commencement Date, the death or Disability of the Executive or with Cause, Elastic shall pay to the Executive, or, in the event of the Executive's death, the estate of the Executive, the compensation and benefits ordinarily payable to him under this Agreement through and until the last day of his actual employment by Elastic. (2) If Elastic terminates the employment of the Executive without Cause, subject to the conditions set forth below, Elastic shall pay the Executive a lump sum amount which is equal to the sum of (i) the Executive's base salary, in effect on his termination date (or, if higher, the highest base salary in effect at any time during the six (6) months prior to his termination date) calculated for the Severance Period, (ii) the expense the Executive incurs during the Severance Period to continue those health and life insurance benefits offered under the Consolidated Omnibus Budget Reconciliation Act of 1985 and benefit conversion options, respectively, less contributions the Executive would have made for such coverage as an Elastic employee and (iii) a bonus payment in an amount equal to the target bonus for the Executive at one hundred percent (100%) performance on all factors under the bonus plan in which the Executive is participating, if any, as of his employment termination date, multiplied by a fraction, the numerator of which is the Executive's calendar months of participation as an active employee under such plan and the denominator of which is the term of such plan in calendar months. The foregoing payment shall be conditioned upon the Executives execution of a Settlement Agreement with Elastic, the form of which shall be determined by the Board and shall contain, at a minimum, the Executive's (x) release of all claims against Elastic and Elastic's Affiliates, (y) obligation to notify Elastic of his employment by any person or Entity during the Severance Period and (z) agreement to repay that portion of the foregoing lump sum amount relating to any part of the Severance Period during which the Executive is employed by Elastic or any of Elastic's Affiliates or is in breach of any provisions of this Agreement that survive the termination of this Agreement or relating to the continuation of the Executive's health or life insurance benefits on or after the Executive terminates such benefits or the Executive's employment by an Entity or person offering Executive comparable benefits or benefits that would result in the termination of the Executive's opportunity to continue Elastic health benefits under the Consolidated Omnibus Budget Reconciliation Act of 1985.

BY ELASTIC. Elastic shall have the right to terminate the employment of the Executive at any time during the Term, including, without limitation, for Cause or without Cause. (1) If Elastic terminates the employment of the Executive upon the occurrence of the expiration of the Term on the fourth anniversary of the Commencement Date, the death or Disability of the Executive or with Cause, Elastic shall pay to the Executive, or, in the event of the Executive's death, the estate of the Executive, the compensation and benefits ordinarily payable to him under this Agreement through and until the last day of his actual employment by Elastic. (2) If Elastic terminates the employment of the Executive without Cause, subject to the conditions set forth below, Elastic shall pay the Executive a lump sum amount which is equal to the sum of (i) the Executive's base salary, salary in effect on his termination date (or, if higher, the highest base salary in effect at any time during the six (6) months prior to his termination date) calculated for the Severance Period, (ii) the expense the Executive incurs during the Severance Period to continue those health and life insurance benefits offered under the Consolidated Omnibus Budget Reconciliation Act of 1985 and benefit conversion options, respectively, less contributions the Executive would have made for such coverage as an Elastic employee and (iii) a bonus payment in an amount equal to the target bonus for the Executive at one hundred percent (100%) performance on all factors under the bonus plan in which the Executive is participating, if any, as of his employment termination date, multiplied by a fraction, the numerator of which is the Executive's calendar months of participation as an active employee under such plan and the denominator of which is the term of such plan in calendar months. The foregoing payment shall be conditioned upon the Executives Executive's execution of a Settlement Agreement with Elastic, the form of which shall be determined by the Board and shall contain, at a minimum, the Executive's (x) release of all claims against Elastic and Elastic's Affiliates, (y) obligation to notify Elastic of his employment by any person or Entity during the Severance Period and (z) agreement to repay that portion of the foregoing lump sum amount relating to any part of the Severance Period during which the Executive is employed by Elastic or any of Elastic's Affiliates or is in breach of any provisions of this Agreement that survive the termination of this Agreement or relating to the continuation of the Executive's health or life insurance benefits on or after the Executive terminates such benefits or the Executive's employment by an Entity or person offering Executive comparable benefits or benefits that would result in the termination of the Executive's opportunity to continue Elastic health benefits under the Consolidated Omnibus Budget Reconciliation Act of 1985.

BY ELASTIC. Elastic shall have the right to terminate the employment of the Executive at any time during the Term, including, without limitation, for Cause or without Cause. (1) If Elastic terminates the employment of the Executive upon the occurrence of the expiration of the Term on the fourth anniversary of the Commencement Date, the death or Disability of the Executive or with Cause, Elastic shall pay to the Executive, or, in the event of the Executive's death, the estate of the Executive, the compensation and benefits ordinarily payable to him under this Agreement through and until the last day of his actual employment by Elastic. (2) If Elastic terminates the employment of the Executive without Cause, subject to the conditions set forth below, Elastic shall pay the Executive a lump sum amount which is equal to the sum of (i) the Executive's base salary, salary in effect on his termination date (or, if higher, the highest base salary in effect at any time during the six (6) months prior to his termination date) calculated for the Severance Period, (ii) the expense the Executive incurs during the Severance Period to continue those health and life insurance benefits offered under the Consolidated Omnibus Budget Reconciliation Act of 1985 and benefit conversion options, respectively, less contributions the Executive would have made for such coverage as an Elastic employee and (iii) a bonus payment in an amount equal to the target bonus for the Executive at one hundred percent (100%) performance on all factors under the bonus plan in which the Executive is participating, if any, as of his employment termination date, multiplied by a fraction, the numerator of which is the Executive's calendar months of participation as an active employee under such plan and the denominator of which is the term of such plan in calendar months. The foregoing payment shall be conditioned upon the Executives Executive's execution of a Settlement Agreement with Elastic, the form of which shall be determined by the Board and shall contain, at a minimum, the Executive's (x) release of all claims against Elastic and Elastic's Affiliates, (y) obligation to notify Elastic of his employment by any person or Entity during the Severance Period and (z) agreement to repay that portion of the foregoing lump sum amount relating to any part of the Severance Period during which the Executive is employed by Elastic or any of Elastic's Affiliates or is in breach of any provisions of this Agreement that survive the termination of this Agreement or relating to the continuation of the Executive's health or life insurance benefits on or after the Executive terminates such benefits or the Executive's employment by an Entity or person offering Executive comparable benefits or benefits that would result in the termination of the Executive's opportunity to continue Elastic health benefits under the Consolidated Omnibus Budget Reconciliation Act of 1985.