Common use of Conditions To And Timing Of Severance Payments Clause in Contracts

Conditions To And Timing Of Severance Payments. Any obligation of the Company to provide Employee the Severance Payments and the Equity Acceleration is conditioned, however, on Employee’s cooperation in the transition of Employee’s duties and Employee’s execution and return to the Company of a Separation Agreement and General Release, which will include a release by Employee of all releasable claims relating to employment or separation from employment, reaffirmation of Employee’s obligations under the Confidential Information, Non-Disclosure, Non-Solicitation, Non-Compete and Rights to Intellectual Property Agreement, a twelve-month post-employment non-competition provision, and confidentiality, non-disparagement and cooperation obligations of the parties (the “Separation Agreement”) in a form substantially similar to the form attached hereto as Exhibit 4(c). The Separation Agreement must become binding and enforceable within 60 calendar days after Employee’s termination of employment. Except as otherwise provided by this Agreement, or as may be mutually agreed by the parties, any Severance Payments to which Employee is entitled will be provided in the form of salary continuation, payable in accordance with the normal payroll practices of the Company. Unless otherwise provided by this Agreement, the first payment will be made on the Company's next regular payday following the effective date of the Severance Agreement and General Release; but that first payment shall include all amounts accrued retroactive to the day following the date Employee’s employment terminated.

Conditions To And Timing Of Severance Payments. Any obligation of (i) the Company to provide Employee the Executive the Severance Payments Benefits and/or (ii) Parent to provide the accelerated vesting of Options described in Paragraph 2 of Schedule A of the Award is, in each case, conditioned on his signing and the Equity Acceleration is conditionedreturning, howeverwithout revoking, on Employee’s cooperation in the transition of Employee’s duties and Employee’s execution and return to the Company a timely and effective separation agreement containing a general release of a Separation Agreement claims and General Releaseother customary terms, which will include a release by Employee of all releasable claims relating to employment or separation from employment, reaffirmation of Employee’s obligations under the Confidential Information, Non-Disclosure, Non-Solicitation, Non-Compete and Rights to Intellectual Property Agreement, a twelve-month including post-employment non-competition provisionrestrictive covenants substantially similar to those found in this Agreement, and confidentiality, non-disparagement and cooperation obligations of in the parties form provided to the Executive by the Company at the time that the Executive’s employment terminates (the “Separation Agreement”) in a form substantially similar to the form attached hereto as Exhibit 4(c). The Separation Agreement must become binding and enforceable within 60 calendar days after Employee’s termination of employment. Except as otherwise provided by this Agreementeffective, or as may be mutually agreed if at all, by the parties, any sixtieth (60th) calendar day following the date the Executive’s employment terminates. Any Severance Payments and Health Continuation Benefits to which Employee the Executive is entitled will be provided payable in the form of salary continuation, payable continuation in accordance with the normal payroll practices of the Company. Unless otherwise provided by this AgreementThe first such payment, together with the first payment pro-rated Target Bonus described under Section 5(b)(iii) above, will be made on the Company's ’s next regular payday following the effective expiration of sixty (60) calendar days from the date of that the Severance Agreement and General Release; Executive’s employment terminates, but that first payment shall include all amounts accrued will be retroactive to the day following such date of termination. Notwithstanding the date Employeeforegoing, in the event that the Company’s employment terminatedpayment of the Health Continuation Benefits would subject the Company to any tax or penalty under Section 105(h) of the Internal Revenue Code, as amended (the “Code”), the Patient Protection and Affordable Care Act, as amended, any regulations or guidance issued thereunder, or any other applicable law, in each case, as determined by the Company, the Executive and the Company shall work together in good faith to restructure such benefit.

Conditions To And Timing Of Severance Payments. Any obligation of (i) the Company to provide Employee the Executive the Severance Payments Benefits and/or (ii) Parent to provide the accelerated vesting of Options described in Paragraph 2 of Schedule A of the Award is , in each case, conditioned on his signing and the Equity Acceleration is conditionedreturning, howeverwithout revoking, on Employee’s cooperation in the transition of Employee’s duties and Employee’s execution and return to the Company a timely and effective separation agreement containing a general release of a Separation Agreement claims and General Releaseother customary terms, which will include a release by Employee of all releasable claims relating to employment or separation from employment, reaffirmation of Employee’s obligations under the Confidential Information, Non-Disclosure, Non-Solicitation, Non-Compete and Rights to Intellectual Property Agreement, a twelve-month including post-employment non-competition provision, and confidentiality, non-disparagement and cooperation obligations of the parties (the “Separation Agreement”) in a form restrictive covenants substantially similar to those found in this Agreement, in the form attached hereto as Exhibit 4(cprovided to the Executive by the Company at the time that the Executive's employment terminates (the " Separation Agreement"). The Separation Agreement must become binding and enforceable within 60 calendar days after Employee’s termination of employment. Except as otherwise provided by this Agreementeffective, or as may be mutually agreed if at all, by the parties, any sixtieth (60th) calendar day following the date the Executive's employment terminates. Any Severance Payments and Health Continuation Benefits to which Employee the Executive is entitled will be provided payable in the form of salary continuation, payable continuation in accordance with the normal payroll practices of the Company. Unless otherwise provided by this AgreementThe first such payment, together with the first payment pro-rated Target Bonus described under Section 5(b)(iii) above, will be made on the Company's next regular payday following the effective expiration of sixty (60) calendar days from the date of that the Severance Agreement and General Release; Executive's employment terminates, but that first payment shall include all amounts accrued will be retroactive to the day following such date of termination. Notwithstanding the date Employee’s employment terminatedforegoing, in the event that the Company's payment of the Health Continuation Benefits would subject the Company to any tax or penalty under Section l05(h) of the Internal Revenue Code, as amended (the "Code"), the Patient Protection and Affordable Ca re Act, as amended, any regulations or guidance issued thereunder, or any other applicable law, in each case, as determined by the Company, the Executive and the Company shall work together in good faith to restructure such benefit.

Conditions To And Timing Of Severance Payments. Any obligation of (i) the Company to provide Employee the Executive the Severance Payments Benefits and/or (ii) Parent to provide the accelerated vesting of Options described in Paragraph 2 of Schedule A of the Award is, in each case, conditioned on her signing and the Equity Acceleration is conditionedreturning, howeverwithout revoking, on Employee’s cooperation in the transition of Employee’s duties and Employee’s execution and return to the Company a timely and effective separation agreement containing a general release of a Separation Agreement claims and General Releaseother customary te1ms, which will include a release by Employee of all releasable claims relating to employment or separation from employment, reaffirmation of Employee’s obligations under the Confidential Information, Non-Disclosure, Non-Solicitation, Non-Compete and Rights to Intellectual Property Agreement, a twelve-month including post-employment non-competition provision, and confidentiality, non-disparagement and cooperation obligations of the parties (the “Separation Agreement”) in a form restrictive covenants substantially similar to those found in this Agreement, in the form attached hereto as Exhibit 4(cprovided to the Executive by the Company at the time that the Executive's employment terminates (the "Separation Agreement"). The Separation Agreement must become binding and enforceable within 60 calendar days after Employee’s termination of employment. Except as otherwise provided by this Agreementeffective, or as may be mutually agreed if at all, by the parties, any sixtieth (60th) calendar day following the date the Executive's employment te1minates. Any Severance Payments and Health Continuation Benefits to which Employee the Executive is entitled will be provided payable in the form of salary continuation, payable continuation in accordance with the normal payroll practices of the Company. Unless otherwise provided by this AgreementThe first such payment, together with the first payment pro-rated Target Bonus described under Section 5(b)(iii) above, will be made on the Company's next regular payday following the effective expiration of sixty (60) calendar days from the date of that the Severance Agreement and General Release; Executive's employment terminates, but that first payment shall include all amounts accrued will be retroactive to the day following such date of termination. Notwithstanding the date Employee’s employment terminatedforegoing, in the event that the Company's payment of the Health Continuation Benefits would subject the Company to any tax or penalty under Section 105(h) of the Internal Revenue Code, as amended (the "Code"), the Patient Protection and Affordable Care Act, as amended, any regulations or guidance issued thereunder, or any other applicable law, in each case, as determined by the Company, the Executive and the Company shall work together in good faith to restructure such benefit.

Conditions To And Timing Of Severance Payments. Any obligation of (i) the Company to provide Employee the Executive the Severance Payments Benefits and/or (ii) Parent to provide the accelerated vesting of Options described in Paragraph 2 of Schedule A of the Award is, in each case, conditioned on his signing and the Equity Acceleration is conditionedreturning, howeverwithout revoking, on Employee’s cooperation in the transition of Employee’s duties and Employee’s execution and return to the Company a timely and effective separation agreement containing a general release of a Separation Agreement claims and General Releaseother customary terms, which will include a release by Employee of all releasable claims relating to employment or separation from employment, reaffirmation of Employee’s obligations under the Confidential Information, Non-Disclosure, Non-Solicitation, Non-Compete and Rights to Intellectual Property Agreement, a twelve-month including post-employment non-competition provisionrestrictive covenants substantially similar to those found in this Agreement, and confidentiality, non-disparagement and cooperation obligations of in the parties form provided to the Executive by the Company at the time that the Executive’s employment terminates (the “Separation Agreement”) in a form substantially similar to the form attached hereto as Exhibit 4(c). The Separation Agreement must become binding and enforceable within 60 calendar days after Employee’s termination of employment. Except as otherwise provided by this Agreementeffective, or as may be mutually agreed if at all, by the parties, any sixtieth (60th) calendar day following the date the Executive’s employment terminates. Any Severance Payments and Health Continuation Benefits to which Employee the Executive is entitled will be provided payable in the form of salary continuation, payable continuation in accordance with the normal payroll practices of the Company. Unless otherwise provided by this AgreementThe first such payment, together with the first payment pro-rated Target Bonus described under Section 5(b) (iii) above, will be made on the Company's ’s next regular payday following the effective expiration of sixty (60) calendar days from the date of that the Severance Agreement and General Release; Executive’s employment terminates, but that first payment shall include all amounts accrued will be retroactive to the day following such date of termination. Notwithstanding the date Employeeforegoing, in the event that the Company’s employment terminatedpayment of the Health Continuation Benefits would subject the Company to any tax or penalty under Section 105(h) of the Internal Revenue Code, as amended (the “Code”), the patient protection and Affordable Care Act, as amended, any regulations or guidance issued thereunder, or any other applicable law, in each case, as determined by the Company, the Executive and the Company shall work together in good faith to restructure such benefit.