Common use of During a Change of Control Period Clause in Contracts

During a Change of Control Period. If, during a Change of Control Period, Employee’s employment with the Company terminates due to an involuntary termination by the Company other than for Cause, death, or Disability, or due to Employee’s voluntary termination for Good Reason, then, subject to Employee delivering a Release to the Company in a form prescribed by the Company in substantially the form attached hereto and marked as Exhibit A that becomes effective and irrevocable no later than the Release Deadline, and subject to Section 8(d), (i) Employee will receive a lump sum cash payment equal to twelve (12) months of Base Salary, less applicable withholding, in accordance with the Company’s standard payroll practices, with such lump sum payment to be paid no later than ten (10) business days following the date the Release becomes effective and irrevocable, (ii) the vesting and, if applicable, exercisability of each outstanding option, restricted stock unit, restricted stock award and other equity award held by Employee on the date of such termination shall fully accelerate as of the date of such termination, (iii) if Employee timely elects continuation coverage pursuant to COBRA for Employee and Employee’s dependents, within the time period prescribed pursuant to COBRA, the Company will reimburse Employee for the COBRA premiums for such coverage for Employee and his or her covered dependents for the lesser of (A) twelve (12) months from the date of Employee’s termination of employment, or (B) the date upon which Employee and his or her covered dependents are covered by similar plans of Employee’s new employer and (iv) if Employee has elected coverage for Employee or Employee and Employee’s covered dependents under the Company’s high deductible health plan as of immediately prior to Employee’s termination of employment, Employee shall be paid an amount equal to the full amount of healthcare savings account contributions the Company intended to make in the year in which Employee terminated employment, without regard to any amount the Company has already made to Employee’s healthcare savings account for such year, such payment to be made in a cash lump sum, less applicable withholding, no later than ten (10) business days after the Release Deadline. COBRA reimbursements will be made by the Company to Employee consistent with the Company’s normal expense reimbursement policy.

Appears in 3 contracts

Samples: Employment Agreement (Kythera Biopharmaceuticals Inc), Employment Agreement (Kythera Biopharmaceuticals Inc), Employment Agreement (Kythera Biopharmaceuticals Inc)

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During a Change of Control Period. If, during a Change of Control Period, Employee’s employment with the Company terminates due to an involuntary termination by the Company other than for Cause, death, or Disability, or due to Employee’s voluntary termination for Good Reason, then, subject to Employee delivering a Release to the Company in a form prescribed by the Company in substantially the form attached hereto and marked as Exhibit A that becomes effective and irrevocable no later than the Release Deadline, and subject to Section 8(d), (i) Employee will receive a lump sum cash payment equal to twelve (12) months of Base Salary, less applicable withholding, in accordance with the Company’s standard payroll practices, with such lump sum payment to be paid no later than ten (10) business days following the date the Release becomes effective and irrevocable, (ii) the vesting and, if applicable, exercisability of each outstanding option, restricted stock unit, restricted stock award and other equity award held by Employee on the date of such termination shall fully accelerate as of the date of such termination, termination and (iii) if Employee timely elects continuation coverage pursuant to COBRA for Employee and Employee’s dependents, within the time period prescribed pursuant to COBRA, the Company will reimburse Employee for the COBRA premiums for such coverage for Employee and his or her covered dependents for the lesser of (A) twelve (12) months from the date of Employee’s termination of employment, or (B) the date upon which Employee and his or her covered dependents are covered by similar plans of Employee’s new employer and (iv) if Employee has elected coverage for Employee or Employee and Employee’s covered dependents under the Company’s high deductible health plan as of immediately prior to Employee’s termination of employment, Employee shall be paid an amount equal to the full amount of healthcare savings account contributions the Company intended to make in the year in which Employee terminated employment, without regard to any amount the Company has already made to Employee’s healthcare savings account for such year, such payment to be made in a cash lump sum, less applicable withholding, no later than ten (10) business days after the Release Deadline. COBRA reimbursements will be made by the Company to Employee consistent with the Company’s normal expense reimbursement policy.

Appears in 2 contracts

Samples: Employment Agreement (Kythera Biopharmaceuticals Inc), Employment Agreement (Kythera Biopharmaceuticals Inc)

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During a Change of Control Period. If, during a Change of Control Period, Employee’s employment with the Company terminates due to an involuntary termination by the Company other than for Cause, death, or Disability, or due to Employee’s voluntary termination for Good Reason, then, subject to Employee delivering a Release to the Company in a form prescribed by the Company in substantially the form attached hereto and marked as Exhibit A that becomes effective and irrevocable no later than the Release Deadline, and subject to Section 8(d), (i) Employee will receive a lump sum cash payment equal to twelve eighteen (1218) months of Base Salary, less applicable withholding, in accordance with the Company’s standard payroll practices, with such lump sum payment to be paid no later than ten (10) business days following the date the Release becomes effective and irrevocable, (ii) the vesting and, if applicable, exercisability of each outstanding option, restricted stock unit, restricted stock award and other equity award held by Employee on the date of such termination shall fully accelerate as of the date of such termination, (iii) if Employee timely elects continuation coverage pursuant to COBRA for Employee and Employee’s dependents, within the time period prescribed pursuant to COBRA, the Company will reimburse Employee for the COBRA premiums for such coverage for Employee and his or her covered dependents for the lesser of (A) twelve eighteen (1218) months from the date of Employee’s termination of employment, or (B) the date upon which Employee and his or her covered dependents are covered by similar plans of Employee’s new employer and (iv) if Employee has elected coverage for Employee or Employee and Employee’s covered dependents under the Company’s high deductible health plan as of immediately prior to Employee’s termination of employment, Employee shall be paid an amount equal to one hundred fifty percent (150%) of the full amount of healthcare savings account contributions the Company intended to make in the year in which Employee terminated employment, without regard to any amount the Company has already made to Employee’s healthcare savings account for such year, such payment to be made in a cash lump sum, less applicable withholding, no later than ten (10) business days after the Release Deadline. COBRA reimbursements will be made by the Company to Employee consistent with the Company’s normal expense reimbursement policy.

Appears in 1 contract

Samples: Employment Agreement (Kythera Biopharmaceuticals Inc)

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