Compensation Upon Termination Following Change in Control. Subject to compliance by you with Section 3, upon your employment terminating pursuant to a Notice of Termination within 12 months after a Change in Control, the Corporation agrees that you shall receive and you agree to accept, the following payments in full satisfaction of any and all claims you may have or then may have against the Corporation, for remuneration, fees, salary, benefits, bonuses or severance, arising out of or in connection with your employment by the Corporation or the termination of your employment: (a) If your employment shall be terminated by the Corporation for Cause or by you other than for Good Reason, the terms of the Employment Agreement shall govern and the Corporation shall have no further obligations to you under this Agreement. (b) If your employment by the Corporation shall be terminated by you for Good Reason or by the Corporation other than for Cause, then you shall be entitled to the payments and benefits provided below: (i) subject to the withholding of all applicable statutory deductions, the Corporation shall pay you a lump sum equal to 12 months' Base Salary, as referred to in Section 3 (Base Salary) and as adjusted from time to time in accordance with Section 5 (Annual Review) of the Employment Agreement, plus other sums owed for arrears of salary, vacation pay and, if awarded, Bonus; (ii) to the extent permitted by law and subject to the terms and conditions of any benefit plans in effect from time to time, the Corporation shall maintain the benefits and payments set out in Section 7 (Benefits) of the Employment Agreement during the 12 month period; (iii) the Corporation shall arrange for you to be provided with such outplacement career counselling services as are reasonable and appropriate, to assist you in seeking new executive level employment; and (iv) all incentive stock options and trust shares granted to you by the Corporation under any stock option and/or trust share agreement that is entered into between you and the Corporation and is outstanding at the time of termination of your employment, which incentive stock options and or trust shares have not yet vested, shall immediately vest upon the termination of your employment and shall be fully exercisable by you in accordance with the terms of the agreement or agreements under which such options were granted. You shall not be required to mitigate the amount of any payment provided for in this Section 4 by seeking other employment or otherwise, nor will any sums actually received be deducted.
Appears in 4 contracts
Samples: Change in Control Agreement (Aspreva Pharmaceuticals CORP), Executive Employment Agreement (Aspreva Pharmaceuticals CORP), Executive Employment Agreement (Aspreva Pharmaceuticals CORP)
Compensation Upon Termination Following Change in Control. Subject to compliance by you with Section 3, upon your employment terminating pursuant to a Notice of Termination within 12 months after a Change in Control, the Corporation agrees that you shall receive and you agree to accept, subject to your prior resignation as a director of the Corporation, the following payments in full satisfaction of any and all claims you may have or then may have against the Corporation, for remuneration, fees, salary, benefits, bonuses or severance, arising out of or in connection with your employment by the Corporation or the termination of your employment:
(a) If your employment shall be terminated by the Corporation for Cause or by you other than for Good Reason, the terms of the Employment Agreement shall govern and the Corporation shall have no further obligations to you under this Agreement.
(b) If your employment by the Corporation shall be terminated by you for Good Reason or by the Corporation other than for Cause, then you shall be entitled to the payments and benefits provided below:
(i) subject to the withholding of all applicable statutory deductions, the Corporation shall pay you a lump sum equal to 12 months' Base Salary, as referred to in Section 3 (Base Salary) and as adjusted from time to time in accordance with Section 5 4 (Annual Review) of the Employment Agreement, plus other sums owed for arrears of salary, vacation pay and, if awarded, Bonus;
(ii) to the extent permitted by law and subject to the terms and conditions of any benefit plans in effect from time to time, the Corporation shall maintain the benefits and payments set out in Section 7 6 (Benefits) of the Employment Agreement during the 12 month period;
(iii) the Corporation shall arrange for you to be provided with such outplacement career counselling services as are reasonable and appropriate, to assist you in seeking new executive level employment; and
(iv) all incentive stock options and trust shares granted to you by the Corporation under any stock option and/or trust share agreement that is entered into between you and the Corporation and is outstanding at the time of termination of your employment, which incentive stock options and or trust shares have not yet vested, shall immediately vest upon the termination of your employment and shall be fully exercisable by you in accordance with the terms of the agreement or agreements under which such options were granted. You shall not be required to mitigate the amount of any payment provided for in this Section 4 by seeking other employment or otherwise, nor will any sums actually received be deducted.
Appears in 4 contracts
Samples: Executive Employment Agreement (Aspreva Pharmaceuticals CORP), Change in Control Agreement (Aspreva Pharmaceuticals CORP), Executive Employment Agreement (Aspreva Pharmaceuticals CORP)
Compensation Upon Termination Following Change in Control. (a) Subject to compliance by you with Section 3the terms of this Agreement, upon your employment terminating pursuant a Termination Following Change in Control during the term of this Agreement, Executive shall be entitled to (i) a lump sum payment, within 15 days following the date of such termination, in an amount equal to two times the sum of (A) the amount of the Executive’s annual salary at the time of termination plus (B) the cash value at the time of grant of the annual long-term compensation award to the Executive, if any, granted during the current fiscal year or, if the Compensation Committee of the Board of Directors has not yet met to consider the annual long-term compensation award to the Executive for the current fiscal year, then the cash value at the time of grant of the annual long-term compensation award to the Executive, if any, granted during the immediately preceding fiscal year; (ii) immediate vesting of and an extended period of at least one year following the date of such termination in which to exercise all previously granted but unvested and/or unexercised options to acquire Company stock; (iii) immediate vesting and lapse of all forfeiture provisions relating to, and restrictions upon transfer of, all previously issued shares of restricted Company stock; and (iv) continuing medical, dental, life, disability and hospitalization benefits, at Company expense, for Executive and her family as then in effect, for a period of 24 months following the date of termination. At any time prior to a Notice of Termination within 12 months after Following a Change in Control, Executive may elect to have the Corporation agrees that you payments required pursuant to Sections 6(a)(i) and (iv) made in equal installments over 24 months, commencing within 15 days following the date of a Termination Following a Change in Control. Under no circumstances shall receive and you agree the Company have the right to accept, the following payments in full satisfaction delay payment of any and all claims you may have or then may have against the Corporation, for remuneration, fees, salary, benefits, bonuses or severance, arising out of or in connection with your employment by the Corporation or the termination of your employment:
(a) If your employment shall be terminated by the Corporation for Cause or by you other than for Good Reason, the terms of the Employment Agreement shall govern and the Corporation shall have no further obligations to you amounts due under this Agreement.
(b) If your employment by the Corporation shall be terminated by you for Good Reason or by the Corporation other than for Cause, then you shall be entitled to the payments and benefits provided below:
(i) subject to the withholding of all applicable statutory deductions, the Corporation shall pay you a lump sum equal to 12 months' Base Salary, as referred to in Section 3 (Base Salary) and as adjusted from time to time in accordance with Section 5 (Annual Review) of the Employment Agreement, plus other sums owed for arrears of salary, vacation pay and, if awarded, Bonus;
(ii) to the extent permitted by law and subject to the terms and conditions of any benefit plans in effect from time to time, the Corporation shall maintain the benefits and payments set out in Section 7 (Benefits) of the Employment Agreement during the 12 month period;
(iii) the Corporation shall arrange for you to be provided with such outplacement career counselling services as are reasonable and appropriate, to assist you in seeking new executive level employment; and
(iv) all incentive stock options and trust shares granted to you by the Corporation under any stock option and/or trust share agreement that is entered into between you and the Corporation and is outstanding at the time of termination of your employment, which incentive stock options and or trust shares have not yet vested, shall immediately vest upon the termination of your employment and shall be fully exercisable by you in accordance with the terms of the agreement or agreements under which such options were granted. You Executive shall not be required to mitigate the amount of any payment provided for in this Section 4 Agreement by seeking other employment or otherwise, nor will shall the amount of any sums actually received payment or benefit provided for in this Agreement be deductedreduced by any amounts earned or accrued through the date of termination or by any amounts to which Executive shall be entitled by law (nor shall payment hereunder be deemed in lieu of such amounts), by any retirement benefits after the date of termination, or otherwise.
Appears in 2 contracts
Samples: Executive Continuity Agreement, Executive Continuity Agreement (Sun Hydraulics Corp)
Compensation Upon Termination Following Change in Control. Subject to compliance by you with Section 3, upon your employment terminating pursuant to a Notice of Termination within 12 months after a Change in Control, the Corporation agrees that you shall receive and you agree to accept, the following payments in full satisfaction of any and all claims you may have or then may have against the Corporation, for remuneration, fees, salary, benefits, bonuses or severance, arising out of or in connection with your employment by the Corporation or the termination of your employment:
(a) If your employment shall be terminated by the Corporation for Cause or by you other than for Good Reason, the terms of the Employment Agreement shall govern and the Corporation shall have no further obligations to you under this Agreement.
(b) If your employment by the Corporation shall be terminated by you for Good Reason or by the Corporation other than for Cause, then you shall be entitled to the payments and benefits provided below:
(i) subject to the withholding of all applicable statutory deductions, the Corporation shall pay you a lump sum equal to 12 months' Base Salary, as referred to in Section 3 (Base Salary) and as adjusted from time to time in accordance with Section 5 4 (Annual Review) of the Employment Agreement, plus other sums owed for arrears of salary, vacation pay and, if awarded, Bonus;
(ii) to the extent permitted by law and subject to the terms and conditions of any benefit plans in effect from time to time, the Corporation shall maintain the benefits and payments set out in Section 7 6 (Benefits) of the Employment Agreement during the 12 month period;
(iii) the Corporation shall arrange for you to be provided with such outplacement career counselling services as are reasonable and appropriate, to assist you in seeking new executive level employment; and
(iv) all incentive stock options and trust shares granted to you by the Corporation under any stock option and/or trust share agreement that is entered into between you and the Corporation and is outstanding at the time of termination of your employment, which incentive stock options and or trust shares have not yet vested, shall immediately vest upon the termination of your employment and shall be fully exercisable by you in accordance with the terms of the agreement or agreements under which such options were granted. You shall not be required to mitigate the amount of any payment provided for in this Section 4 by seeking other employment or otherwise, nor will any sums actually received be deducted.
Appears in 2 contracts
Samples: Executive Employment Agreement (Aspreva Pharmaceuticals CORP), Change in Control Agreement (Aspreva Pharmaceuticals CORP)
Compensation Upon Termination Following Change in Control. Subject to compliance by you with Section 3, upon your employment terminating pursuant to a Notice of Termination within 12 months after a Change in Control, the Corporation agrees that you shall receive and you agree to accept, the following payments in full satisfaction of any and all claims you may have or then may have against the Corporation, for remuneration, fees, salary, benefits, bonuses or severance, arising out of or in connection with your employment by the Corporation or the termination of your employment:
(a) a. If your employment shall be terminated by the Corporation for Cause or by you other than for Good Reason, the terms of the Employment Agreement shall govern and the Corporation shall have no further obligations to you under this Agreement.
(b) b. If your employment by the Corporation shall be terminated by you for Good Reason or by the Corporation other than for Cause, then you shall be entitled to the payments and benefits provided below:
(i) subject to the withholding of all applicable statutory deductions, the Corporation shall pay you a lump sum equal to 12 months' ’ Base Salary, as referred to in Section 3 (Base Salary) and as adjusted from time to time in accordance with Section 5 4 (Annual Review) of the Employment Agreement, plus other sums owed for arrears of salary, vacation pay and, if awarded, Bonus;
(ii) to the extent permitted by law and subject to the terms and conditions of any benefit plans in effect from time to time, the Corporation shall maintain the benefits and payments set out in Section 7 6 (Benefits) of the Employment Agreement during the 12 month period;
(iii) the Corporation shall arrange for you to be provided with such outplacement career counselling services as are reasonable and appropriate, to assist you in seeking new executive level employment; and
(iv) all incentive stock options and trust shares granted to you by the Corporation under any stock option and/or trust share agreement that is entered into between you and the Corporation and is outstanding at the time of termination of your employment, which incentive stock options and or trust shares have not yet vested, shall immediately vest upon the termination of your employment and shall be fully exercisable by you in accordance with the terms of the agreement or agreements under which such options were granted. You shall not be required to mitigate the amount of any payment provided for in this Section 4 by seeking other employment or otherwise, nor will any sums actually received be deducted.
Appears in 2 contracts
Samples: Employment Agreement (Aspreva Pharmaceuticals CORP), Change in Control Agreement (Aspreva Pharmaceuticals CORP)
Compensation Upon Termination Following Change in Control. Subject to compliance by you with Section 3, upon your employment terminating pursuant to a Notice of Termination within 12 months after a Change in Control, the Corporation Company agrees that you shall receive and you agree to accept, subject to your prior resignation as a director of the Company, the following payments in full satisfaction of any and all claims you may have or then may have against the CorporationCompany, for remuneration, fees, salary, benefits, bonuses or severance, arising out of or in connection with your employment by the Corporation Company or the termination of your employment:
(a) If your employment shall be terminated by the Corporation Company for Cause or by you other than for Good Reason, the terms of the Employment Agreement shall govern and the Corporation Company shall have no further obligations to you under this Agreement.
(b) If your employment by the Corporation Company shall be terminated by you for Good Reason or by the Corporation Company other than for Cause, then you shall be entitled to the payments and benefits provided below:
(i) subject to the withholding of all applicable statutory deductions, the Corporation Company shall pay you a lump sum equal to 12 months' ’ Base Salary, as referred to in Section 3 (Base Salary) and as adjusted from time to time in accordance with Section 5 4 (Annual Review) of the Employment Agreement, plus other sums owed for arrears of salary, vacation pay and, if awardedawarded but not paid, Bonus;
(ii) to the extent permitted by law and subject to the terms and conditions of any benefit plans in effect from time to time, the Corporation Company shall maintain the benefits and payments set out in Section 7 6 (Benefits) of the Employment Agreement during the 12 month period;
(iii) the Corporation Company shall arrange for you to be provided with such outplacement career counselling services as are reasonable and appropriate, to assist you in seeking new executive level employment; and
(iv) all incentive stock options and trust shares granted to you by the Corporation Company under any stock option and/or trust share agreement that is entered into between you and the Corporation Company and is outstanding at the time of termination of your employment, which incentive stock options and or trust shares have not yet vested, shall immediately vest upon the termination of your employment and shall be fully exercisable by you in accordance with the terms of the agreement or agreements under which such options were granted. You shall not be required to mitigate the amount of any payment provided for in this Section 4 by seeking other employment or otherwise, nor will any sums actually received be deducted.
Appears in 2 contracts
Samples: Executive Employment Agreement (Med BioGene Inc.), Executive Employment Agreement (Med BioGene Inc.)
Compensation Upon Termination Following Change in Control. Subject to compliance by you with Section 3, upon your employment terminating pursuant to a Notice of Termination within 12 months after a Change in Control, the Corporation agrees that you shall receive Certain identified information has been excluded from this exhibit because it both (i) is not material and you agree to accept, the following payments in full satisfaction of any and all claims you may have or then may have against the Corporation, for remuneration, fees, salary, benefits, bonuses or severance, arising out of or in connection with your employment by the Corporation or the termination of your employment:(ii) would be competitively harmful if publicly disclosed.
(a) If your employment shall be terminated by the Corporation for Cause or by you other than for Good Reason, the terms of the Employment Agreement shall govern and the Corporation shall have no further obligations to you under this Agreement.
(b) If your employment by the Corporation shall be terminated by you for Good Reason or by the Corporation other than for Cause, then you shall be entitled to the payments and benefits provided below:
(i) subject to the withholding of all applicable statutory deductions, the Corporation shall pay you a lump sum equal to (A) 12 months' Base SalarySalary plus one additional month for each full year of employment, up to a maximum of 18 months in aggregate, as referred to in Section 3 (Base Salary) and as adjusted from time to time in accordance with Section 5 (Annual Review) of the Employment Agreement, plus other sums owed (B) target Bonus for arrears the year of salary, vacation pay and, if awarded, Bonustermination;
(ii) to the extent permitted by law and subject to the terms and conditions of any benefit plans in effect from time to time, the Corporation shall maintain the benefits and payments set out in Section 7 6 (Benefits) of the Employment Agreement during the 12 12-month period;period following your termination date. The Corporation may, at its option, satisfy any requirement that the Corporation provide coverage under any benefit plan by (i) reimbursing your premiums under Title X of the Consolidated Budget reconciliation Act of 1985, as amended ("COBRA'') after you have properly elected continuation coverage under COBRA (in which case you will be solely responsible for electing such coverage for your eligible dependents), or (ii) providing the ash equivalent of such benefit as would have been provided during the severance period or a payment equivalent to the premium cost of such coverage during the severance period or providing coverage under a separate plan or plans providing coverage that is no less favorable to you than the terms of the plans in effect on your termination date. If the cash equivalent or premium cost is provided, such cash equivalent shall be paid in a lump sum in cash within 60 days following the date of termination of your employment.
(iii) the Corporation shall arrange for you to be provided with such outplacement career counselling services as are reasonable and appropriate, to assist you in seeking new executive level employment; and
(iv) all incentive stock options and trust shares or other equity-based awards granted to you by the Corporation Parent under any stock option and/or trust share or other equity-based award agreement that is entered into between you and the Corporation and is outstanding at the time of termination of your employment, which incentive stock options and or trust shares other equity-based awards have not yet vested, shall immediately vest upon the termination of your employment and shall be fully exercisable (to the extent applicable) by you in accordance with the terms of the agreement or agreements under which such options or other equity awards were granted. You shall not be required to mitigate the amount of any payment provided for in this Section 4 by seeking other employment or otherwise, nor will any sums actually received reduce the severance payments. The foregoing payments shall be deductedsubject to the provisions of Sections 19 and 20 of the Employment Agreement.
Appears in 1 contract
Samples: Employment Agreement (Aurinia Pharmaceuticals Inc.)
Compensation Upon Termination Following Change in Control. Subject to compliance by you with Section 3Section3, upon your employment terminating pursuant to a Notice of Termination within 12 months after a Change in Control, the Corporation agrees that you shall receive and you agree to accept, the following payments in full satisfaction of any and all claims you may have or then may have against the Corporation, for remuneration, fees, salary, benefits, bonuses or severance, arising out of or in connection with your employment by the Corporation or the termination of your employment:
(a) : If your employment shall be terminated by the Corporation for Cause or by you other than for Good Reason, the terms of the Employment Agreement shall govern and the Corporation shall have no further obligations to you under this Agreement.
(b) . If your employment by the Corporation shall be terminated by you for Good Reason or by the Corporation other than for Cause, then you shall be entitled to the payments and benefits provided below:
(i) : subject to the withholding of all applicable statutory deductions, the Corporation shall pay you a lump sum equal to 12 months' ’ Base Salary, as referred to in Section 3 (Base Salary) and as adjusted from time to time in accordance with Section 5 4 (Annual Review) of the Employment Agreement, plus other sums owed for arrears of salary, vacation pay and, if awarded, Bonus;
(ii) ; to the extent permitted by law and subject to the terms and conditions of any benefit plans in effect from time to time, the Corporation shall maintain the benefits and payments set out in Section 7 6 (Benefits) of the Employment Agreement during the 12 month period;
(iii) ; the Corporation shall arrange for you to be provided with such outplacement career counselling services as are reasonable and appropriate, to assist you in seeking new executive level employment; and
(iv) and all incentive stock options and trust shares granted to you by the Corporation under any stock option and/or trust share agreement that is entered into between you and the Corporation and is outstanding at the time of termination of your employment, which incentive stock options and or trust shares have not yet vested, shall immediately vest upon the termination of your employment and shall be fully exercisable by you in accordance with the terms of the agreement or agreements under which such options were granted. You shall not be required to mitigate the amount of any payment provided for in this Section 4 by seeking other employment or otherwise, nor will any sums actually received be deducted.
Appears in 1 contract
Samples: Change in Control Agreement (Aspreva Pharmaceuticals CORP)
Compensation Upon Termination Following Change in Control. Subject to compliance by you with Section 3, upon your employment terminating pursuant to a Notice of Termination within 12 months after a Change in Control, the Corporation agrees that you shall receive and you agree to accept, subject to your prior resignation as a director of the Corporation, the following payments in full satisfaction of any and all claims you may have or then may have against the Corporation, for remuneration, fees, salary, benefits, bonuses or severance, arising out of or in connection with your employment by the Corporation or the termination of your employment:
(a) If your employment shall be terminated by the Corporation for Cause or by you other than for Good Reason, the terms of the Employment Agreement shall govern and the Corporation shall have no further obligations to you under this Agreement.
(b) If your employment by the Corporation shall be terminated by you for Good Reason or by the Corporation other than for Cause, then you shall be entitled to the payments and benefits provided below:
(ia) subject to the withholding of all applicable statutory deductions, the Corporation shall pay you a lump sum equal to 150% of 12 months' ’ Base Salary, as referred to in Section 3 (Base Salary) and as adjusted from time to time in accordance with Section 5 4 (Annual Review) of the Employment Agreement, plus other sums owed for arrears of salary, vacation pay and, if awardedawarded and payable, BonusBonus for that year;
(iib) to the extent permitted by law and subject to the terms and conditions of any benefit plans in effect from time to time, the Corporation shall maintain the benefits and payments set out in Section 7 6 (Benefits) of the Employment Agreement during the 12 month period;
(iiic) the Corporation shall arrange for you to be provided with such outplacement career counselling services as are reasonable and appropriate, to assist you in seeking new executive level employment; andand VAN01: 4889551: v1
(ivd) all incentive stock options and trust shares granted to you by the Corporation under any stock option and/or trust share agreement that is entered into between you and the Corporation and is outstanding at the time of termination of your employment, which incentive stock options and or trust shares have not yet vested, shall immediately vest upon the termination of your employment and shall be fully exercisable by you in accordance with the terms of the agreement or agreements under which such options were granted. You shall not be required to mitigate the amount of any payment provided for in this Section 4 by seeking other employment or otherwise, nor will any sums actually received be deducted.
Appears in 1 contract
Samples: Executive Employment Agreement (Aurinia Pharmaceuticals Inc.)
Compensation Upon Termination Following Change in Control. Subject to compliance by you with Section 3your fulfilling your obligations under this Agreement, upon your employment terminating pursuant to a Notice of Termination issued under this Change in Control Agreement within 12 months after a Change in Control, the Corporation Company agrees that you shall receive and you agree to accept, accept the following payments in full satisfaction of any and all claims you may have or then may have against the CorporationCompany, for remuneration, fees, salary, benefits, bonuses or severance, arising out of or in connection with your employment by the Corporation Company or the termination of your employment:
(a) If : if your employment shall be is terminated by the Corporation Company for Cause or by you other than for Good Reason, the terms of the Executive Employment Agreement shall govern and the Corporation Company shall have no further obligations to you under this Change in Control Agreement.
(b) If ; and if your employment by the Corporation shall be Company is terminated by you for Good Reason or by the Corporation Company other than for CauseCause within twelve (12) months after a Change in Control, then you shall be entitled to the payments and benefits provided below:
(i) : subject to the withholding of all applicable statutory deductions, the Corporation Company shall pay you a lump sum equal to 12 months' [XXXX] Base Salary, as referred to in Section 3 (Base Salary) and as adjusted from time to time in accordance with Section 5 4 (Annual Review) of the Executive Employment Agreement, plus one additional month of Base Salary for each full year of service after ten years with the Company to a total maximum of [XXXX] Base Salary, plus other sums owed for arrears of salary, vacation pay and, and if awarded, Bonus;
(ii) ; to the extent permitted by law and subject to the terms and conditions of any benefit plans in effect from time to time, the Corporation Company shall maintain the benefits and payments set out in Section 7 6 (Benefits) of the Executive Employment Agreement during for a period equivalent to the 12 month period;
amount of notice provided in (iiii) above; the Corporation Company shall arrange for you to be provided with such outplacement career counselling services as are reasonable and appropriate, to assist you in seeking new executive level employment; and
(iv) and all incentive stock options and trust shares granted to you by the Corporation Company under any stock option and/or trust share agreement that is entered into between you and the Corporation Company and is outstanding at the time of termination of your employment, which incentive stock options and or trust shares have not yet vested, shall immediately vest upon the termination of your employment and shall be fully exercisable by you in accordance with the terms of the agreement or agreements under which such options were granted. You shall not be required to mitigate the amount of any payment provided for in this Section 4 by seeking other employment or otherwise, nor will any sums actually received . The pay and benefits described this Section shall not be deductedcumulative of Section 16 in the Executive Employment Agreement.
Appears in 1 contract
Samples: Agreement and Plan of Merger and Reorganization (MIGENIX Inc.)
Compensation Upon Termination Following Change in Control. Subject to compliance by you with Section 3, upon your employment terminating pursuant to a Notice of Termination within 12 months after a Change in Control, the Corporation agrees that you shall receive and you agree to accept, the following payments in full satisfaction of any and all claims you may have or then may have against the Corporation, for remuneration, fees, salary, benefits, bonuses or severance, arising out of or in connection with your employment by the Corporation or the termination of your employment:
(a) If your the Employee's employment by the Company shall be terminated by following a Change in Control of the Corporation Company in connection with a Change in Control and such termination is for Cause or by you reasons other than for Good ReasonCause (as hereinafter defined), retirement, death or disability or if the terms of Employee is deemed terminated pursuant to Section 10(a), then the Employment Agreement shall govern and the Corporation shall have no further obligations to you under this Agreement.
(b) If your employment by the Corporation Employee shall be terminated by you for Good Reason or by the Corporation other than for Causeentitled, then you shall be entitled at his election, to the payments and benefits provided below:
(i) subject The Company shall continue to pay the withholding Employee, except as otherwise provided below, either (a) his full base salary (as specified in Section 4 hereof) for the remainder of the term of this Agreement or any renewal period, as the case may be, at the rate in effect on the date of termination, plus all applicable statutory deductions, other amounts to which he is entitled under any compensation plan of the Corporation shall pay you Company on the date of termination or (b) a lump sum severance payment (the "Severance Payment") equal to 12 months' Base Salary2.99 times his "base amount", as defined in Section 280G of the Internal Revenue Code of 1986, as amended (the "Code") and reduced as discussed below. Such base amount shall be determined in accordance with temporary or final regulations, if any, promulgated under Section 280G of the code and based upon the advice of the tax counsel referred to in Section 3 clause (Base Salaryii), below. The Employee shall make his election by written notice to the Company within ten (10) and as adjusted from time to time in accordance with Section 5 (Annual Review) business days after he receives a Notice of the Employment Agreement, plus other sums owed for arrears of salary, vacation pay andTermination or, if awardedthe Employee is terminating 9 10 this Agreement for Good Reason, Bonus;such election shall be stated in his Notice of Termination to the Company.
(ii) The Severance Payment shall be reduced by the amount of any other payment or the value of any benefit received or to be received by the extent permitted by law and subject Employee in connection with a Change in Control of the Company or the Employee's termination of employment (whether pursuant to the terms of this Agreement, any other plan, agreement or arrangement with the Company, any person whose actions result in control, or any person affiliated with the Company or such person) unless (a) the Employee shall have effectively waived his receipt or enjoyment of such payment or benefit prior to the date of payment of the Severance Payment, (b) in the opinion of tax counsel selected by the Company's independent auditors and conditions acceptable to the Employee, such other payment or benefit does not constitute a "parachute payment" within the meaning of any benefit plans in effect from time to time, the Corporation shall maintain the benefits and payments set out in Section 7 (Benefits280G(b)(2) of the Employment Agreement during Code, or (c) in the 12 month period;
opinion of such tax counsel, the Severance Payment (iiiin its full amount or as partially reduced under this clause (ii), as the case may be) plus all other payments or benefits which constitute "parachute payments" within the Corporation shall arrange for you to be provided with such outplacement career counselling services as meaning of Section 280G(b)(2) of the Code are reasonable and appropriatecompensation for services actually rendered, within the meaning of Section 280G(b)(4) of the Code or are otherwise not subject to assist you in seeking new executive level employment; and
(iv) all incentive stock options and trust shares granted to you disallowance as a deduction by reason of Section 280G of the Code. The value of any non-cash benefit or any deferred cash payment shall be determined by the Corporation under any stock option and/or trust share agreement that is entered into between you and the Corporation and is outstanding at the time of termination of your employment, which incentive stock options and or trust shares have not yet vested, shall immediately vest upon the termination of your employment and shall be fully exercisable by you Company's independent auditors in accordance with the terms principles of Sections 280G(d)(3) and (4) of the agreement or agreements under which such options were granted. You shall not be required to mitigate the amount of any payment provided for in this Section 4 by seeking other employment or otherwise, nor will any sums actually received be deductedCode.
Appears in 1 contract
Compensation Upon Termination Following Change in Control. Subject to compliance by you with Section 3, upon your employment terminating pursuant to a Notice of Termination within 12 months after a Change in Control, the Corporation agrees that you shall receive and you agree to accept, subject to your prior resignation as a director of the Corporation, the following payments in full satisfaction of any and all claims you may have or then may have against the Corporation, for remuneration, fees, salary, benefits, bonuses or severance, arising out of or in connection with your employment by the Corporation or the termination of your employment:
(a) If your employment shall be terminated by the Corporation for Cause or by you other than for Good Reason, the terms of the Employment Agreement shall govern and the Corporation shall have no further obligations to you under this Agreement.
(b) If your employment by the Corporation shall be terminated by you for Good Reason or by the Corporation other than for Cause, then you shall be entitled to the payments and benefits provided below:
(ia) subject to the withholding of all applicable statutory deductions, the Corporation shall pay you a lump sum equal to 150% of 12 months' ’ Base Salary, as referred to in Section 3 (Base Salary) and as adjusted from time to time in accordance with Section 5 4 (Annual Review) of the Employment Agreement, plus other sums owed for arrears of salary, vacation pay and, if awardedawarded and payable, BonusBonus for that year;
(iib) to the extent permitted by law and subject to the terms and conditions of any benefit plans in effect from time to time, the Corporation shall maintain the benefits and payments set out in Section 7 6 (Benefits) of the Employment Agreement during the 12 month period;
(iiic) the Corporation shall arrange for you to be provided with such outplacement career counselling services as are reasonable and appropriate, to assist you in seeking new executive level employment; andand VAN01: 4889541: v2
(ivd) all incentive stock options and trust shares granted to you by the Corporation under any stock option and/or trust share agreement that is entered into between you and the Corporation and is outstanding at the time of termination of your employment, which incentive stock options and or trust shares have not yet vested, shall immediately vest upon the termination of your employment and shall be fully exercisable by you in accordance with the terms of the agreement or agreements under which such options were granted. You shall not be required to mitigate the amount of any payment provided for in this Section 4 by seeking other employment or otherwise, nor will any sums actually received be deducted.
Appears in 1 contract
Samples: Executive Employment Agreement (Aurinia Pharmaceuticals Inc.)
Compensation Upon Termination Following Change in Control. Subject to compliance by you with Section 3, upon your employment terminating pursuant to a Notice of Termination within 12 months after a Change in Control, the Corporation Company agrees that you shall will receive and you agree to accept, subject to your prior resignation as a director of the Company, the following payments in full satisfaction of any and all claims you may have or then may have against the CorporationCompany, for remuneration, fees, salary, benefits, bonuses or severance, arising out of or in connection with your employment by the Corporation Company or the termination of your employment:
(a) If your employment shall will be terminated by the Corporation Company for Cause cause or by you other than for Good Reason, the terms of the Employment Agreement shall will govern and the Corporation shall Company will have no further obligations to you under this Agreement.
(b) If your employment by the Corporation shall Company will be terminated by you for Good Reason or by the Corporation Company other than for Causecause, then you shall will be entitled to the payments and benefits provided below:
(i) subject to the withholding of all applicable statutory deductions, the Corporation shall Company will pay you a lump sum equal to 12 months' Base Salary, as referred to in Section 3 (Base Salary) and as adjusted from time to time in accordance with Section 5 (Annual Review) of the Employment Agreement, plus other sums owed for arrears of salary, salary and vacation pay and, if awarded, Bonuspay;
(ii) to the extent permitted by law and subject to the terms and conditions of any benefit plans in effect from time to time, the Corporation shall Company will maintain the benefits and payments set out in Section 7 6 (Benefits) of the Employment Agreement during the 12 month period;
(iii) the Corporation shall arrange for you to be provided with such outplacement career counselling services as are reasonable and appropriate, to assist you in seeking new executive level employment; and
(iv) all incentive stock options and trust shares granted to you by the Corporation Company under any stock option and/or trust share agreement that is entered into between you and the Corporation Company and is outstanding at the time of termination of your employment, which incentive stock options and or trust shares have not yet vested, shall will immediately vest upon the termination of your employment and shall will be fully exercisable by you in accordance with the terms of the agreement or agreements under which such options were granted; and
(iv) all Trust Shares (as defined in the Employment Agreement) transferred to you by or for the Company under the Employment Agreement or other agreement that is entered into between you and the Company and is outstanding at the time of termination of your employment, which Trust Shares continue to be subject to a right of repurchase by the Company, shall no longer be subject to such right of repurchase. You shall will not be required to mitigate the amount of any payment provided for in this Section 4 by seeking other employment or otherwise, nor will any sums actually received be deducted.
Appears in 1 contract
Compensation Upon Termination Following Change in Control. (a) Subject to compliance by you with Section 3the terms of this Agreement, upon your employment terminating pursuant a Termination Following Change in Control during the term of this Agreement, Executive shall be entitled to (i) a lump sum payment, within 15 days following the date of such termination, in an amount equal to two times the sum of (A) the amount of the Executive’s annual salary at the time of termination plus (B) the cash value at the time of grant of the annual long-term compensation award to the Executive, if any, granted during the current fiscal year or, if the Compensation Committee of the Board of Directors has not yet met to consider the annual long-term compensation award to the Executive for the current fiscal year, then the cash value at the time of grant of the annual long-term compensation award to the Executive, if any, granted during the immediately preceding fiscal year; (ii) immediate vesting of and an extended period of at least one year following the date of such termination in which to exercise all previously granted but unvested and/or unexercised options to acquire Company stock; (iii) immediate vesting and lapse of all forfeiture provisions relating to, and restrictions upon transfer of, all previously issued shares of restricted Company stock; and (iv) continuing medical, dental, life, disability and hospitalization benefits, at Company expense, for Executive and his family as then in effect, for a period of 24 months following the date of termination. At any time prior to a Notice of Termination within 12 months after Following a Change in Control, Executive may elect to have the Corporation agrees that you payments required pursuant to Sections 6(a)(i) and (iv) made in equal installments over 24 months, commencing within 15 days following the date of a Termination Following a Change in Control. Under no circumstances shall receive and you agree the Company have the right to accept, the following payments in full satisfaction delay payment of any and all claims you may have or then may have against the Corporation, for remuneration, fees, salary, benefits, bonuses or severance, arising out of or in connection with your employment by the Corporation or the termination of your employment:
(a) If your employment shall be terminated by the Corporation for Cause or by you other than for Good Reason, the terms of the Employment Agreement shall govern and the Corporation shall have no further obligations to you amounts due under this Agreement.
(b) If your employment by the Corporation shall be terminated by you for Good Reason or by the Corporation other than for Cause, then you shall be entitled to the payments and benefits provided below:
(i) subject to the withholding of all applicable statutory deductions, the Corporation shall pay you a lump sum equal to 12 months' Base Salary, as referred to in Section 3 (Base Salary) and as adjusted from time to time in accordance with Section 5 (Annual Review) of the Employment Agreement, plus other sums owed for arrears of salary, vacation pay and, if awarded, Bonus;
(ii) to the extent permitted by law and subject to the terms and conditions of any benefit plans in effect from time to time, the Corporation shall maintain the benefits and payments set out in Section 7 (Benefits) of the Employment Agreement during the 12 month period;
(iii) the Corporation shall arrange for you to be provided with such outplacement career counselling services as are reasonable and appropriate, to assist you in seeking new executive level employment; and
(iv) all incentive stock options and trust shares granted to you by the Corporation under any stock option and/or trust share agreement that is entered into between you and the Corporation and is outstanding at the time of termination of your employment, which incentive stock options and or trust shares have not yet vested, shall immediately vest upon the termination of your employment and shall be fully exercisable by you in accordance with the terms of the agreement or agreements under which such options were granted. You Executive shall not be required to mitigate the amount of any payment provided for in this Section 4 Agreement by seeking other employment or otherwise, nor will shall the amount of any sums actually received payment or benefit provided for in this Agreement be deductedreduced by any amounts earned or accrued through the date of termination or by any amounts to which Executive shall be entitled by law (nor shall payment hereunder be deemed in lieu of such amounts), by any retirement benefits after the date of termination, or otherwise.
Appears in 1 contract
Samples: Executive Continuity Agreement (Sun Hydraulics Corp)
Compensation Upon Termination Following Change in Control. Subject to compliance by you with Section 3, upon your employment terminating pursuant to a Notice of Termination within 12 months after a Change in Control, the Corporation agrees that you shall receive and you agree to accept, subject to your prior resignation as a director of the Corporation at the request of the Board, the following payments in full satisfaction of any and all claims you may have or then may have against the Corporation, for remuneration, fees, salary, benefits, bonuses or severance, arising out of or in connection with your employment by the Corporation or the termination of your employment:
(a) If your employment shall be terminated by the Corporation for Cause or by you other than for Good Reason, the terms of the Employment Agreement shall govern and the Corporation shall have no further obligations to you under this Agreement.
(b) If your employment by the Corporation shall be terminated by you for Good Reason or by the Corporation other than for Cause, then then, subject to your execution of an effective release of claims against the Corporation, you shall be entitled to the payments and benefits provided below:
(i) subject to the withholding of all applicable statutory deductions, the Corporation shall pay you you, within 7 days after the effective date of your executed release of all claims against the Corporation, but in no case later than March 15 of the year following the year in which the termination occurs, a lump sum equal to 12 18 months' ’ Base Salary, as referred to in Section 3 (Base Salary) and as adjusted from time to time in accordance with Section 5 4 (Annual Review) of the Employment Agreement, plus other sums owed for arrears any guaranteed portion of salary, vacation pay and, if awarded, any Bonus;
(ii) to the extent permitted by law and subject to the terms and conditions of any benefit plans in effect from time to time, the Corporation shall maintain maintain, at no cost to you,(or reimburse you for the cost of continuing) the health, medical and dental benefits and payments set out in Section 7 6 (Benefits) of the Employment Agreement during the 12 18 month periodperiod (or such shorter period of time until you become eligible for comparable benefits from a subsequent employer) and will reimburse you for income taxes that you may be required to pay with respect to such continued group benefit coverage to the extent that such coverage is considered a taxable benefit. Such reimbursement for taxes will be made in four lump sum payments as follows: as to the taxes relating to up to the first 3 months of continued health coverage, payment shall be made on the date that is two months after the termination date; as to the taxes relating to up to the next 4 months of continued health coverage, payment shall be made on the date that is 7 months after the termination date; as to the taxes relating to up to the next 7 months of continued health coverage, payment shall be made on the date that is 13 months after the termination date; and as to the taxes relating to up to the remaining 4 months of continued health coverage, payment shall be made on the date that is 17 months after the termination date.;
(iii) the Corporation shall arrange for you to be provided with such outplacement career counselling services as are reasonable and appropriate, to assist you in seeking new executive level employment; and
(iv) all incentive stock options and trust shares granted to you by the Corporation under any stock option and/or trust share agreement that is entered into between you and the Corporation and is outstanding at the time of termination of your employment, which incentive stock options and or trust shares have not yet vested, shall immediately vest upon the termination of your employment and shall be fully exercisable by you in accordance with the terms of the agreement or agreements under which such options were granted. It is intended that (1) each installment of the payments provided under this Section 4 is a separate “payment” for purposes of Xxxxxxx 000X xx xxx Xxxxxx Xxxxxx Internal Revenue Code of 1986 (the “Code”), (2) that the payments satisfy, to the greatest extent possible, the exemptions from the application of Section 409A provided under of Treasury Regulation 1.409A-1(b)(4), 1.409A-1(b)(5), 1.409A-1(b)(9)(iii), and 1.409A-1(b)(9)(v). Notwithstanding the foregoing, if the Corporation (or, if applicable, the successor entity thereto) determines that the payments provided under this Agreement constitute “deferred compensation” under Section 409A of the Code (together, with any international, state or local law of similar effect, “Section 409A”) and you are a “specified employee” of the Corporation or any successor entity thereto at the relevant date, as such term is defined in Section 409A(a)(2)(B)(i) (a “Specified Employee”), then, solely to the extent necessary to avoid the incurrence of the adverse personal tax consequences under Section 409A, the timing of the payments shall be delayed as follows: on the earliest to occur of (i) the date that is six months and one day after the termination date or (ii) the date of your death (such earliest date, the “Delayed Initial Payment Date”), the Corporation (or the successor entity thereto, as applicable) shall (A) pay you a lump sum amount equal to the sum of the payments that you would otherwise have received through the Delayed Initial Payment Date if the commencement of the payment of the payments had not been delayed pursuant to this Section 4 and (B) commence paying the balance of the payments in accordance with the applicable payment schedules set forth above. If any payment, distribution or benefit you would receive pursuant to a Change in Control from the Corporation or otherwise, but determined without regard to any additional payment required under this Section 4 (the “Payment”) would (i) constitute a “parachute payment” within the meaning of Section 280G of the Internal Revenue Code of 1986, as amended (the “Code”), and (ii) be subject to the excise tax imposed by Section 4999 of the Code or any interest or penalties payable with respect to such excise tax (such excise tax, together with any such interest and penalties, are hereinafter collectively referred to as the “Excise Tax”), then you shall be entitled to receive from the Corporation an additional payment (the “Gross-Up Payment”) in an amount that shall fund the payment by you of any Excise Tax on the Payment as well as all income and employment taxes imposed on the Gross-Up Payment, any Excise Tax imposed on the Gross-Up Payment and any interest or penalties imposed with respect to income and employment taxes imposed on the Gross-Up Payment. The accounting firm engaged by the Corporation for general audit purposes as of the day prior to the effective date of Change in Control shall perform the foregoing calculations. If the accounting firm so engaged by the Corporation is serving as accountant or auditor for the individual, entity or group effecting the Change in Control, the Corporation shall appoint a nationally recognized accounting firm to make the determinations required hereunder. The Corporation shall bear all expenses with respect to the determinations by such accounting firm required to be made hereunder. The accounting firm engaged to make the determinations hereunder shall provide its calculations, together with detailed supporting documentation, to the Corporation and you within fifteen calendar days after the date on which your right to a Payment is triggered (if requested at that time by the Corporation or you) or such other time as requested by the Corporation or you. If the accounting firm determines that no Excise Tax is payable with respect to a Payment, it shall furnish the Corporation and you with an opinion reasonably acceptable to you that no Excise Tax will be imposed with respect to such Payment. If the accounting firm determines that an Excise Tax is payable, it shall furnish the Corporation and you with an opinion setting forth the amount of the Excise Tax due and the amount of the Gross-Up Payment due, and such Gross-Up Payment shall be paid to you on the later of (i) the date that is six months and one day after the termination date and (ii) the date that is four months after the date on which the accounting firm makes its determination that the Excise Tax is due. Any good faith determinations of the accounting firm made hereunder shall be final, binding and conclusive upon the Corporation and you. If requested by the Board, upon your employment terminating pursuant to a Notice of Termination within 12 months after a Change in Control, you agree to resign as a director of the Corporation. You shall not be required to mitigate the amount of any payment provided for in this Section 4 by seeking other employment or otherwise, nor will any sums actually received be deducted.
Appears in 1 contract
Samples: Employment Agreement (Aspreva Pharmaceuticals CORP)
Compensation Upon Termination Following Change in Control. Subject to compliance by you with Section 3, upon your employment terminating pursuant to a Notice of Termination within 12 months after a Change in Control, the Corporation agrees that you shall receive and you agree to accept, the following payments in full satisfaction of any and all claims you may have or then may have against the Corporation, for remuneration, fees, salary, benefits, bonuses or severance, arising out of or in connection with your employment by the Corporation or the termination of your employment:
(a) If your employment shall be terminated by the Corporation for Cause or by you other than for Good Reason, the terms of the Employment Agreement shall govern and the Corporation shall have no further obligations to you under this Agreement.
(b) If your employment by the Corporation shall be terminated by you for Good Reason or by the Corporation other than for Cause, then you The Executive shall be entitled to the payments and following benefits provided belowupon a termination of his employment (x) by the Company within one year following a Change in Control or (y) by the Executive for Good Reason within one year following a Change in Control:
(i) subject The Company shall pay to the withholding Executive his full base salary (the "Base Salary") through the date of all applicable statutory deductionstermination at the greater of the rate in effect at the time of 3 termination or the rate in effect immediately prior to the Change in Control (collectively, the Corporation "Base Rate"). In addition, the Company shall pay you to the Executive an amount (the "Severance Amount") equal to 1.1 multiplied by the sum of (A) one year's base salary at the Base Rate plus (B) the greater of the Executive's target bonus in effect under the Company's management bonus plan at the time of termination or the target bonus in effect under the Company's management bonus plan immediately prior to the Change in Control. The Company shall pay the Base Salary and the Severance Amount to the Executive in cash in a lump sum equal to 12 months' Base Salary, as referred to in Section 3 (Base Salary) and as adjusted from time to time in accordance with Section 5 (Annual Review) no later than the thirtieth day following the date of the Employment Agreement, plus other sums owed for arrears of salary, vacation pay and, if awarded, Bonustermination;
(ii) The Company shall maintain in full force and effect, for the continued benefit of the Executive and his eligible beneficiaries, until the first to occur of (A) his attainment of comparable benefits upon alternate employment or (B) one year following the date of termination, the benefits pursuant to Company-sponsored benefit plans, programs or other arrangements in which the Executive was entitled to participate immediately prior to the Change in Control, but only to the extent that the Executive's continued participation is permitted by law and subject to under the general terms and conditions provisions of any benefit plans in effect from time to timesuch plans, the Corporation shall maintain the benefits programs and payments set out in Section 7 (Benefits) of the Employment Agreement during the 12 month periodarrangements;
(iii) The Company shall use reasonable efforts to continue in effect for the Corporation shall arrange benefit of the Executive all insurance or other provisions for you indemnification and defense of officers or directors of the Company which are in effect on the date of the Change in Control with respect to all of his acts and omissions while an officer or director as fully and completely as if such Change in Control had not occurred, and until the final expiration or running of all periods of limitation against actions which may be provided with applicable to such outplacement career counselling services as are reasonable and appropriate, to assist you in seeking new executive level employmentacts or omissions; and
(iv) Subject to Section 16 of the 1934 Act, all incentive stock options and trust shares granted to you other stock incentive awards which are not vested at the date of termination shall vest in the Executive as of the date of termination and may be exercised by the Corporation under any stock option and/or trust share agreement that is entered into between you and the Corporation and is outstanding at the time of termination of your employment, which incentive stock options and or trust shares have not yet vested, shall immediately vest upon the termination of your employment and shall be fully exercisable by you Executive in accordance with the terms of the agreement or plans and agreements under pursuant to which such options and other awards were granted. You issued.
(b) Notwithstanding anything herein to the contrary, if the deductibility by the Company of any payments to be made to the Executive under this Agreement would be limited by Section 280G (or any successor provision thereto) of the Internal Revenue Code of 1986, as amended (the "Code"), the payments to be made to the Executive hereunder shall automatically be limited to an amount equal to the maximum amount that would otherwise be deductible by the Company under Section 280G of the Code; provided, however, that if pursuant to a final determination of a court of competent jurisdiction or an Internal Revenue Service proceeding that, notwithstanding the good faith of the Executive and the Company in applying the terms of this Agreement, any portion of the aggregate payments made hereunder would not be required deductible by the Company under Code Section 280G, the Executive agrees to mitigate pay to the Company, upon demand, an amount equal to the sum of (i) the portion of such amount that would not be deductible by reason of Section 280G of the Code, and (ii) interest on the amount set forth in clause (i) of any this sentence at the Applicable Federal Rate (as defined in Section 1274(d) of the Code) from the date of receipt of such excess payment provided for in this Section 4 by seeking other employment or otherwise, nor will any sums actually received be deductedthrough the date of repayment.
Appears in 1 contract
Compensation Upon Termination Following Change in Control. Subject to compliance by you with Section 339, upon your your' employment terminating pursuant to a Notice of Termination within 12 months after a Change in Control, the Corporation agrees that you shall receive and you agree to accept, the following payments in full satisfaction of any and all claims you may have or then may have against the Corporation, for remuneration, fees, salary, benefits, bonuses or severance, arising out of or in connection with your employment by the Corporation or the termination of your employment:
(a) If your employment shall be terminated by the Corporation for Cause or by you other than for Good Reason, the terms of the Employment Agreement shall govern and the Corporation shall have no further obligations to you under this Agreement.
(b) If your employment by the Corporation shall be terminated by you for Good Reason or by the Corporation other than for Cause, then you shall be entitled to the payments and benefits provided below:
(i) subject to the withholding of all applicable statutory deductions, the Corporation shall pay you a lump sum equal to 12 months' Base Salary, as referred to in Section 3 2 (Base Salary) and as adjusted from time to time in accordance with Section 5 4 (Annual Review) of the Employment Agreement, plus other sums owed for arrears of salary, vacation pay and, if awarded, Bonus;
(ii) to the extent permitted by law and subject to the terms and conditions of any benefit plans in effect from time to time, the Corporation shall maintain the benefits and payments set out in Section 7 6 (Benefits) of the Employment Agreement during the 12 month period;
(iii) the Corporation shall arrange for you to be provided with such outplacement career counselling services as are reasonable and appropriate, to assist you in seeking new executive level employment; and
(iv) all incentive stock options and trust shares granted to you by the Corporation under any stock option and/or trust share agreement that is entered into between you and the Corporation and is outstanding at the time of termination of your employment, which incentive stock options and or trust shares have not yet vested, shall immediately vest upon the termination of your employment and shall be fully exercisable by you in accordance with the terms of the agreement or agreements under which such options were granted. You shall not be required to mitigate the amount of any payment provided for in this Section 4 40 by seeking other employment or otherwise, nor will any sums actually received be deducted.
Appears in 1 contract
Samples: Change in Control Agreement (Aspreva Pharmaceuticals CORP)
Compensation Upon Termination Following Change in Control. Subject to compliance by you with Section 3, upon your employment terminating pursuant to a Notice of Termination within 12 months after a Change in Control, the Corporation Company agrees that you shall receive and you agree to accept, subject to your prior resignation as a director of the Company, the following payments in full satisfaction of any and all claims you may have or then may have against the CorporationCompany, for remuneration, fees, salary, benefits, bonuses or severance, arising out of or in connection with your employment by the Corporation Company or the termination of your employment:
(a) If your employment shall be terminated by the Corporation Company for Cause or by you other than for Good Reason, the terms of the Employment Agreement shall govern and the Corporation Company shall have no further obligations to you under this Agreement.
(b) If your employment by the Corporation Company shall be terminated by you for Good Reason or by the Corporation Company other than for Cause, then you shall be entitled to the payments and benefits provided below:
(i) subject to the withholding of all applicable statutory deductions, the Corporation Company shall pay you a lump sum equal to 12 months' ’ Base Salary, as referred to in Section 3 (Base Salary) and as adjusted from time to time in accordance with Section 5 4 (Annual Review) of the Employment Agreement, plus other sums owed for arrears of salary, vacation pay and, if awarded, Bonus;
(ii) to the extent permitted by law and subject to the terms and conditions of any benefit plans in effect from time to time, the Corporation Company shall maintain the benefits and payments set out in Section 7 6 (Benefits) of the Employment Agreement during the 12 month period;
(iii) the Corporation Company shall arrange for you to be provided with such outplacement career counselling services as are reasonable and appropriate, to assist you in seeking new executive level employment; and
(iv) all incentive stock options and trust shares granted to you by the Corporation Company under any stock option and/or trust share agreement that is entered into between you and the Corporation Company and is outstanding at the time of termination of your employment, which incentive stock options and or trust shares have not yet vested, shall immediately vest upon the termination of your employment and shall be fully exercisable by you in accordance with the terms of the agreement or agreements under which such options were granted. You shall not be required to mitigate the amount of any payment provided for in this Section 4 by seeking other employment or otherwise, nor will any sums actually received be deducted.
Appears in 1 contract
Compensation Upon Termination Following Change in Control. Subject to compliance by you with Section 3, upon your employment terminating pursuant to a Notice of Termination within 12 months after a Change in Control, the Corporation agrees that you shall receive and you agree to accept, subject to your prior resignation as a director of the Corporation at the request of the Board, the following payments in full satisfaction of any and all claims you may have or then may have against the Corporation, for remuneration, fees, salary, benefits, bonuses or severance, arising out of or in connection with your employment by the Corporation or the termination of your employment:
(a) If your employment shall be terminated by the Corporation for Cause or by you other than for Good Reason, the terms of the Employment Agreement shall govern and the Corporation shall have no further obligations to you under this Agreement.
(b) If your employment by the Corporation shall be terminated by you for Good Reason or by the Corporation other than for Cause, then then, subject to your execution of an effective release of claims against the Corporation, you shall be entitled to the payments and benefits provided below:
(i) subject to the withholding of all applicable statutory deductions, the Corporation shall pay you you, within 7 days after the effective date of your executed release of all claims against the Corporation, but in no case later than March 15 of the year following the year in which the termination occurs, a lump sum equal to 12 18 months' ’ Base Salary, as referred to in Section 3 (Base Salary) and as adjusted from time to time in accordance with Section 5 4 (Annual Review) of the Employment Agreement, plus other sums owed for arrears any guaranteed portion of salary, vacation pay and, if awarded, any Bonus;
(ii) to the extent permitted by law and subject to the terms and conditions of any benefit plans in effect from time to time, the Corporation shall maintain maintain, at no cost to you,(or reimburse you for the cost of continuing) the health, medical and dental benefits and payments set out in Section 7 6 (Benefits) of the Employment Agreement during the 12 18 month periodperiod (or such shorter period of time until you become eligible for comparable benefits from a subsequent employer) and will reimburse you for income taxes that you may be required to pay with respect to such continued group benefit coverage to the extent that such coverage is considered a taxable benefit. Such reimbursement for taxes will be made in four lump sum payments as follows: as to the taxes relating to up to the first 3 months of continued health coverage, payment shall be made on the date that is two months after the termination date; as to the taxes relating to up to the next 4 months of continued health coverage, payment shall be made on the date that is 7 months after the termination date; as to the taxes relating to up to the next 7 months of continued health coverage, payment shall be made on the date that is 13 months after the termination date; and as to the taxes relating to up to the remaining 4 months of continued health coverage, payment shall be made on the date that is 17 months after the termination date.;
(iii) the Corporation shall arrange for you to be provided with such outplacement career counselling services as are reasonable and appropriate, to assist you in seeking new executive level employment; and
(iv) all incentive stock options and trust shares granted to you by the Corporation under any stock option and/or trust share agreement that is entered into between you and the Corporation and is outstanding at the time of termination of your employment, which incentive stock options and or trust shares have not yet vested, shall immediately vest upon the termination of your employment and shall be fully exercisable by you in accordance with the terms of the agreement or agreements under which such options were granted. It is intended that (1) each installment of the payments provided under this Section 4 is a separate “payment” for purposes of Section 409A of the United States Internal Revenue Code of 1986 (the “Code”), (2) that the payments satisfy, to the greatest extent possible, the exemptions from the application of Section 409A provided under of Treasury Regulation 1.409A-1(b)(4), 1.409A-1(b)(5), 1.409A-1(b)(9)(iii), and 1.409A-1(b)(9)(v). Notwithstanding the foregoing, if the Corporation (or, if applicable, the successor entity thereto) determines that the payments provided under this Agreement constitute “deferred compensation” under Section 409A of the Code (together, with any international, state or local law of similar effect, “Section 409A”) and you are a “specified employee” of the Corporation or any successor entity thereto at the relevant date, as such term is defined in Section 409A(a)(2)(B)(i) (a “Specified Employee”), then, solely to the extent necessary to avoid the incurrence of the adverse personal tax consequences under Section 409A, the timing of the payments shall be delayed as follows: on the earliest to occur of (i) the date that is six months and one day after the termination date or (ii) the date of your death (such earliest date, the “Delayed Initial Payment Date”), the Corporation (or the successor entity thereto, as applicable) shall (A) pay you a lump sum amount equal to the sum of the payments that you would otherwise have received through the Delayed Initial Payment Date if the commencement of the payment of the payments had not been delayed pursuant to this Section 4 and (B) commence paying the balance of the payments in accordance with the applicable payment schedules set forth above. If any payment, distribution or benefit you would receive pursuant to a Change in Control from the Corporation or otherwise, but determined without regard to any additional payment required under this Section 4 (the “Payment”) would (i) constitute a “parachute payment” within the meaning of Section 280G of the Internal Revenue Code of 1986, as amended (the “Code”), and (ii) be subject to the excise tax imposed by Section 4999 of the Code or any interest or penalties payable with respect to such excise tax (such excise tax, together with any such interest and penalties, are hereinafter collectively referred to as the “Excise Tax”), then you shall be entitled to receive from the Corporation an additional payment (the “Gross-Up Payment”) in an amount that shall fund the payment by you of any Excise Tax on the Payment as well as all income and employment taxes imposed on the Gross-Up Payment, any Excise Tax imposed on the Gross-Up Payment and any interest or penalties imposed with respect to income and employment taxes imposed on the Gross-Up Payment. The accounting firm engaged by the Corporation for general audit purposes as of the day prior to the effective date of Change in Control shall perform the foregoing calculations. If the accounting firm so engaged by the Corporation is serving as accountant or auditor for the individual, entity or group effecting the Change in Control, the Corporation shall appoint a nationally recognized accounting firm to make the determinations required hereunder. The Corporation shall bear all expenses with respect to the determinations by such accounting firm required to be made hereunder. The accounting firm engaged to make the determinations hereunder shall provide its calculations, together with detailed supporting documentation, to the Corporation and you within fifteen calendar days after the date on which your right to a Payment is triggered (if requested at that time by the Corporation or you) or such other time as requested by the Corporation or you. If the accounting firm determines that no Excise Tax is payable with respect to a Payment, it shall furnish the Corporation and you with an opinion reasonably acceptable to you that no Excise Tax will be imposed with respect to such Payment. If the accounting firm determines that an Excise Tax is payable, it shall furnish the Corporation and you with an opinion setting forth the amount of the Excise Tax due and the amount of the Gross-Up Payment due, and such Gross-Up Payment shall be paid to you on the later of (i) the date that is six months and one day after the termination date and (ii) the date that is four months after the date on which the accounting firm makes its determination that the Excise Tax is due. Any good faith determinations of the accounting firm made hereunder shall be final, binding and conclusive upon the Corporation and you. If requested by the Board, upon your employment terminating pursuant to a Notice of Termination within 12 months after a Change in Control, you agree to resign as a director of the Corporation. You shall not be required to mitigate the amount of any payment provided for in this Section 4 by seeking other employment or otherwise, nor will any sums actually received be deducted.
Appears in 1 contract
Samples: Change in Control Agreement (Aspreva Pharmaceuticals CORP)
Compensation Upon Termination Following Change in Control. Subject to compliance by you with Section 3, upon your employment terminating pursuant to a Notice of Termination within 12 months after a Change in Control, the Corporation agrees that you shall receive and you agree to accept, subject to your prior resignation as a director of the Corporation, the following payments in full satisfaction of any and all claims you may have or then may have against the Corporation, for remuneration, fees, salary, benefits, bonuses or severance, arising out of or in connection with your employment by the Corporation or the termination of your employment:
(a) If your employment shall be terminated by the Corporation for of Cause or by you other than for Good Reason, the terms of the Employment Agreement shall govern and the Corporation shall have no further obligations to you under this Agreement.
(b) If your employment by the Corporation shall be terminated by you for Good Reason or by the Corporation other than for Cause, then you shall be entitled to the payments and benefits provided below:
(i) subject to the withholding of all applicable statutory deductions, the Corporation shall pay you a lump sum equal to 12 months' ’ Base Salary, as referred to in Section 3 (Base Salary) and as adjusted from time to time in accordance with Section 5 4 (Annual Review) of the Employment Agreement, plus other sums owed for arrears of salary, vacation pay and, if awarded, Bonus;
(ii) to the extent permitted by law and subject to the terms and conditions of any benefit plans in effect from time to time, the Corporation shall maintain the benefits and payments set out in Section 7 6 (Benefits) of the Employment Agreement during the 12 month period;
(iii) the Corporation shall arrange for you to be provided with such outplacement career counselling counseling services as are reasonable and appropriate, to assist you in seeking new executive level employment; and
(iv) all incentive stock options and trust shares granted to you by the Corporation under any stock option and/or trust share agreement that is entered into between you and the Corporation and is outstanding at the time of termination of your employment, which incentive stock options and or trust shares have not yet vested, shall immediately vest upon the termination of your employment and shall be fully exercisable by you in accordance with the terms of the agreement or agreements under which such options were granted. You shall not be required to mitigate the amount of any payment provided for in this Section 4 by seeking other employment or otherwise, nor will any sums actually received be deducted.
Appears in 1 contract
Samples: Change in Control Agreement (Aspreva Pharmaceuticals CORP)
Compensation Upon Termination Following Change in Control. Subject to compliance by you with Section 3, upon your employment terminating pursuant to a Notice of Termination within 12 months after a Change in Control, the Corporation agrees that you shall receive and you agree to accept, subject to your prior resignation as a director of the Corporation, the following payments in full satisfaction of any and all claims you may have or then may have against the Corporation, for remuneration, fees, salary, benefits, bonuses or severance, arising out of or in connection with your employment by the Corporation or the termination of your employment:
(a) If your employment shall be terminated by the Corporation for Cause or by you other than for Good Reason, the terms of the Employment Agreement shall govern and the Corporation shall have no further obligations to you under this Agreement.
(b) If your employment by the Corporation shall be terminated by you for Good Reason or by the Corporation other than for Cause, then you shall be entitled to the payments and benefits provided below:
(ia) subject to the withholding of all applicable statutory deductions, the Corporation shall pay you a lump sum equal to 150% of 12 months' ’ Base Salary, as referred to in Section 3 (Base Salary) and as adjusted from time to time in accordance with Section 5 4 (Annual Review) of the Employment Agreement, plus other sums owed for arrears of salary, vacation pay and, if awardedawarded and payable, BonusBonus for that year;
(iib) to the extent permitted by law and subject to the terms and conditions of any benefit plans in effect from time to time, the Corporation shall maintain the benefits and payments set out in Section 7 6 (Benefits) of the Employment Agreement during the 12 month period;
(iiic) the Corporation shall arrange for you to be provided with such outplacement career counselling services as are reasonable and appropriate, to assist you in seeking new executive level employment; andand VAN01: 4889545: v3
(ivd) all incentive stock options and trust shares granted to you by the Corporation under any stock option and/or trust share agreement that is entered into between you and the Corporation and is outstanding at the time of termination of your employment, which incentive stock options and or trust shares have not yet vested, shall immediately vest upon the termination of your employment and shall be fully exercisable by you in accordance with the terms of the agreement or agreements under which such options were granted. You shall not be required to mitigate the amount of any payment provided for in this Section 4 by seeking other employment or otherwise, nor will any sums actually received be deducted.
Appears in 1 contract
Samples: Executive Employment Agreement (Aurinia Pharmaceuticals Inc.)
Compensation Upon Termination Following Change in Control. Subject to compliance by you with Section 3, upon your employment terminating pursuant to a Notice of Termination within 12 months after a Change in Control, the Corporation Company agrees that you shall will receive and you agree to accept, subject to your prior resignation as a director of the Company, the following payments in full satisfaction of any and all claims you may have or then may have against the CorporationCompany, for remuneration, fees, salary, benefits, bonuses or severance, arising out of or in connection with your employment by the Corporation Company or the termination of your employment:
(a) If your employment shall will be terminated by the Corporation Company for Cause cause or by you other than for Good Reason, the terms of the Employment Agreement shall will govern and the Corporation shall Company will have no further obligations to you under this Agreement.
(b) If your employment by the Corporation shall Company will be terminated by you for Good Reason or by the Corporation Company other than for Causecause, then you shall will be entitled to the payments and benefits provided below:
(i) subject to the withholding of all applicable statutory deductions, the Corporation shall Company will pay you a lump sum equal to 12 months' ’ Base Salary, as referred to in Section 3 (Base Salary) and as adjusted from time to time in accordance with Section 5 (Annual Review) of the Employment Agreement, plus other sums owed for arrears of salary, vacation pay and, if awarded, Bonus;
(ii) to the extent permitted by law and subject to the terms and conditions of any benefit plans in effect from time to time, the Corporation shall Company will maintain the benefits and payments set out in Section 7 6 (Benefits) of the Employment Agreement during the 12 month period;
(iii) the Corporation shall Company will arrange for you to be provided with such outplacement career counselling services as are reasonable and appropriate, to assist you in seeking new executive level employment; and
(iv) all incentive stock options and trust shares granted to you by the Corporation Company under any stock option and/or trust share agreement that is entered into between you and the Corporation Company and is outstanding at the time of termination of your employment, which incentive stock options and or trust shares have not yet vested, shall will immediately vest upon the termination of your employment and shall will be fully exercisable by you in accordance with the terms of the agreement or agreements under which such options were granted. You shall will not be required to mitigate the amount of any payment provided for in this Section 4 by seeking other employment or otherwise, nor will any sums actually received be deducted.
Appears in 1 contract
