In Connection With a Change in Control. If the Company (or its successor) terminates the Executive’s employment without Cause or the Executive terminates his employment for Good Reason within the period commencing ninety (90) days immediately prior to a Change in Control of the Company and ending eighteen (18) months immediately following a Change in Control of the Company (as defined in Section 4.5.4 of this Agreement), the Executive shall receive the Accrued Amounts subject to standard deductions and withholdings, to be paid as a lump sum no later than thirty (30) days after the date of termination. In addition, subject to the limitations stated in this Agreement and upon the Executive’s furnishing to the Company (or its successor) an executed Release within the applicable time period set forth therein, but in no event later than forty-five days following termination of employment and permitting such Release to become effective in accordance with its terms, and subject to Executive entering into no later than the Release Effective Date a non-competition agreement to be effective during the Severance Period, substantially similar to Section 2.3, and continuing to abide by its terms during the Severance Period, then in lieu of (and not additional to) the benefits provided pursuant to Section 4.4.3(i) above, the Executive shall be entitled to: (a) the equivalent of the Executive’s Base Salary in effect at the time of termination will continue to be paid during the Severance Period, less standard deductions and withholdings, to be paid during the Severance Period according to the Company’s regular payroll practices, subject to any delay in payment required by Section 4.6 in connection with the Release Effective Date; (b) Executive’s target Bonus in effect at the time of termination, or if none, the last target Bonus in effect for Executive, less standard deductions and withholdings, to be paid in a lump sum within ten (10) days following the later of (i) the Release Effective Date, or (ii) the effective date of the Change in Control; and (c) in the event the Executive timely elects continued coverage under COBRA, the Company will continue to pay the same portion of Executive’s COBRA health insurance premium as the percentage of health insurance premiums that it paid during the Executive’s employment, including any amounts that Company paid for benefits to the qualifying family members of the Executive, following the date of termination until the expiration of the COBRA Payment Period. Notwithstanding the foregoing, if the Company determines, in its sole discretion, that the Company cannot provide the COBRA premium benefits without potentially incurring financial costs or penalties under applicable law (including, without limitation, Section 2716 of the Public Health Service Act), the Company shall in lieu thereof pay Executive the Health Care Benefit Payment, which payment shall be made regardless of whether the Executive or his qualifying family members elect COBRA continuation coverage. The Health Care Benefit Payment shall be paid in monthly or bi-weekly installments on the same schedule that the COBRA premiums would otherwise have been paid to the insurer. The Health Care Benefit Payment shall be equal to the amount that the Company otherwise would have paid for COBRA insurance premiums (which amount shall be calculated based on the premium for the first month of coverage), and shall be paid until the expiration of the COBRA Payment Period.
Appears in 14 contracts
Samples: Executive Employment Agreement (Horizon Pharma PLC), Executive Employment Agreement (Horizon Pharma PLC), Executive Employment Agreement (Horizon Pharma PLC)
In Connection With a Change in Control. If the Company (or its successor) terminates the Executive’s employment without Cause or the Executive terminates his employment for Good Reason within the period commencing ninety three (903) days months immediately prior to a Change in Control of the Company and ending eighteen (18) months immediately following a Change in Control of the Company (as defined in Section 4.5.4 of this Agreement), the Executive shall receive the Accrued Amounts subject to standard deductions and withholdings, to be paid as a lump sum no later than thirty (30) days after the date of termination. In addition, subject to the limitations stated in this Agreement and upon the Executive’s furnishing to the Company (or its successor) an executed Release within the applicable time period set forth therein, but in no event later than forty-five days following termination of employment and permitting such Release to become effective in accordance with its terms, and subject to Executive entering into no later than the Release Effective Date a non-competition agreement to be effective during the Severance Period, substantially similar to Section 2.3, and continuing to abide by its terms during the Severance Period, then in lieu of (and not additional to) the benefits provided pursuant to Section 4.4.3(i) above, the Executive shall be entitled to:
(a) the equivalent of the Executive’s Base Salary in effect at the time of termination will continue to be paid during for a period of eighteen (18) months following the date of termination (hereinafter referred to as the “Change in Control Severance Period”), less standard deductions and withholdings, to be paid during the Change in Control Severance Period according to the Company’s regular payroll practices, subject to any delay in payment required by Section 4.6 in connection with the Release Effective Date;
(b) one and half (1.5) times Executive’s target Bonus in effect at the time of termination, or if none, one and half (1.5) times the last target Bonus in effect for Executive, less standard deductions and withholdings, to be paid in a lump sum within ten (10) days following the later of (i) the Release Effective Date, or (ii) the effective date of the Change in Control; and
(c) in the event the Executive timely elects continued coverage under COBRA, the Company will continue to pay the same portion of Executive’s COBRA health insurance premium as the percentage of health insurance premiums that it paid during the Executive’s employment, including any amounts that Company paid for benefits to the qualifying family members of the Executive, following the date of termination until the expiration of the COBRA Payment Change in Control Severance Period. Notwithstanding the foregoing, if the Company determines, in its sole discretion, that the Company cannot provide the COBRA premium benefits without potentially incurring financial costs or penalties under applicable law (including, without limitation, Section 2716 of the Public Health Service Act), the Company shall in lieu thereof pay Executive the Health Care Benefit Payment, which payment shall be made regardless of whether the Executive or his qualifying family members elect COBRA continuation coverage. The Health Care Benefit Payment shall be paid in monthly or bi-weekly installments on the same schedule that the COBRA premiums would otherwise have been paid to the insurer. The Health Care Benefit Payment shall be equal to the amount that the Company otherwise would have paid for COBRA insurance premiums (which amount shall be calculated based on the premium for the first month of coverage), and shall be paid until the expiration of the COBRA Payment Change in Control Severance Period.
Appears in 12 contracts
Samples: Executive Employment Agreement (Horizon Therapeutics Public LTD Co), Executive Employment Agreement (Horizon Therapeutics Public LTD Co), Executive Employment Agreement (Horizon Therapeutics Public LTD Co)
In Connection With a Change in Control. If the Company Qualifying Termination occurs either (or its successorA) terminates the Executive’s employment without Cause or the Executive terminates his employment for Good Reason within the period commencing ninety (90) days immediately three months prior to the effective date of a Change in Control of but during the Company and ending eighteen “Pre-Closing Period” (18as defined below) (a “Qualifying Pre-Closing Termination”), or (B) on the date of, or within twelve (12) months immediately following after, the effective date of a Change in Control (in either case, together with a Qualifying Pre-Closing Termination, a “CIC Qualifying Termination”), the Executive shall be entitled to the same payments and benefits set forth under Section 5(b)(i) above, except that (1) the Severance Period for purposes of Sections 5(b)(i)(1) and 5(b)(i)(4) shall extend for twelve (12) months instead of nine (9) months and (2) in lieu of the Company (as defined Annual Bonus set forth in Section 4.5.4 of this Agreement5(b)(i)(2), the Executive shall receive the Accrued Amounts subject Target Annual Bonus for the year in which the Executive’s Qualifying Termination occurs, pro-rated to standard deductions and withholdings, to be paid as a lump sum no later than thirty (30) days after reflect the Executive’s employment with the Company through the date of termination. In addition, subject which shall be payable to the limitations stated in this Agreement and upon Executive on the sixtieth (60th) day following the Executive’s furnishing to termination date, provided that if the Company (or its successorChange in Control occurs after a Qualifying Termination under Section 5(b)(i) an executed Release within the applicable time period set forth thereinabove, but prior to payment of the Annual Bonus for the year in no event later than forty-five days following which the Executive’s termination of employment and permitting such Release to become effective occurs, the pro-rated Target Annual Bonus described in accordance with its termsthis subsection (ii) shall be paid on the sixtieth (60th) day following the Change in Control. For the avoidance of doubt, if a Change in Control occurs after a Qualifying Termination under Section 5(b)(i) above, and subject to Executive entering into no later than after payment of the Release Effective Date a nonpro-competition agreement to be effective during the Severance Period, substantially similar to rated Annual Bonus described in Section 2.3, and continuing to abide by its terms during the Severance Period, then in lieu of (and not additional to) the benefits provided pursuant to Section 4.4.3(i) above5(b)(i)(2), the Executive shall not be entitled to:
eligible to receive any additional payments for any Annual Bonus, including the Target Annual Bonus described in this subsection (a) ii). For purposes of this Agreement, the equivalent of “Pre-Closing Period” means the Executive’s Base Salary in effect at the time of termination will continue to be paid during the Severance Period, less standard deductions and withholdings, to be paid during the Severance Period according to period commencing with the Company’s regular payroll practices, subject execution of a definitive agreement for a Change in Control transaction and ending upon the earlier to any delay in payment required by Section 4.6 in connection with the Release Effective Date;
(b) Executive’s target Bonus in effect at the time of termination, or if none, the last target Bonus in effect for Executive, less standard deductions and withholdings, to be paid in a lump sum within ten (10) days following the later occur of (iA) the Release Effective Date, or (ii) the effective date closing of the Change in Control; and
Control contemplated by such definitive agreement and (cB) in the event termination of such definitive agreement without the Executive timely elects continued coverage under COBRA, the Company will continue to pay the same portion of Executive’s COBRA health insurance premium as the percentage of health insurance premiums that it paid during the Executive’s employment, including any amounts that Company paid for benefits to the qualifying family members consummation of the Executive, following the date of termination until the expiration of the COBRA Payment Period. Notwithstanding the foregoing, if the Company determines, contemplated Change in its sole discretion, that the Company cannot provide the COBRA premium benefits without potentially incurring financial costs or penalties under applicable law (including, without limitation, Section 2716 of the Public Health Service Act), the Company shall in lieu thereof pay Executive the Health Care Benefit Payment, which payment shall be made regardless of whether the Executive or his qualifying family members elect COBRA continuation coverage. The Health Care Benefit Payment shall be paid in monthly or bi-weekly installments on the same schedule that the COBRA premiums would otherwise have been paid to the insurer. The Health Care Benefit Payment shall be equal to the amount that the Company otherwise would have paid for COBRA insurance premiums (which amount shall be calculated based on the premium for the first month of coverage), and shall be paid until the expiration of the COBRA Payment PeriodControl.
Appears in 5 contracts
Samples: Employment Agreement (Valeritas Holdings Inc.), Employment Agreement (Valeritas Inc), Employment Agreement (Valeritas Inc)
In Connection With a Change in Control. If the Company Qualifying Termination occurs either (or its successorA) terminates the Executive’s employment without Cause or the Executive terminates his employment for Good Reason within the period commencing ninety (90) days immediately three months prior to the effective date of a Change in Control but during the “Pre-Closing Period” (as defined below) (a “Qualifying Pre-Closing Termination”), or (B) on the date of, or within twelve (12) months after, the effective date of a Change in Control (in either case, together with a Qualifying Pre-Closing Termination, a “CIC Qualifying Termination”), the Company Executive shall be entitled to the same payments and ending benefits set forth under Section 5(b)(i) above, except that (1) the Severance Period for purposes of Sections 5(b)(i)(1) and 5(b)(i)(4) shall extend for eighteen (18) months immediately following a Change instead of twelve (12) months and (2) in Control lieu of the Company (as defined Annual Bonus set forth in Section 4.5.4 of this Agreement5(b)(i)(2), the Executive shall receive the Accrued Amounts subject Target Annual Bonus for the year in which the Executive’s Qualifying Termination occurs, pro-rated to standard deductions and withholdings, to be paid as a lump sum no later than thirty (30) days after reflect the Executive’s employment with the Company through the date of termination. In addition, subject which shall be payable to the limitations stated in this Agreement and upon Executive on the sixtieth (60th) day following the Executive’s furnishing to employment termination date, provided that if the Company (or its successorChange in Control occurs after a Qualifying Termination under Section 5(b)(i) an executed Release within the applicable time period set forth thereinabove, but prior to payment of the Annual Bonus for the year in no event later than forty-five days following which the Executive’s termination of employment and permitting such Release to become effective occurs, the pro-rated Target Annual Bonus described in accordance with its termsthis subsection (ii) shall be paid on the sixtieth (60th) day following the Change in Control. For the avoidance of doubt, if a Change in Control occurs after a Qualifying Termination under Section 5(b)(i) above, and subject to Executive entering into no later than after payment of the Release Effective Date a nonpro-competition agreement to be effective during the Severance Period, substantially similar to rated Annual Bonus described in Section 2.3, and continuing to abide by its terms during the Severance Period, then in lieu of (and not additional to) the benefits provided pursuant to Section 4.4.3(i) above5(b)(i)(2), the Executive shall not be entitled to:
eligible to receive any additional payments for any Annual Bonus, including the Target Annual Bonus described in this subsection (a) ii). For purposes of this Agreement, the equivalent of “Pre-Closing Period” means the Executive’s Base Salary in effect at the time of termination will continue to be paid during the Severance Period, less standard deductions and withholdings, to be paid during the Severance Period according to period commencing with the Company’s regular payroll practices, subject execution of a definitive agreement for a Change in Control transaction and ending upon the earlier to any delay in payment required by Section 4.6 in connection with the Release Effective Date;
(b) Executive’s target Bonus in effect at the time of termination, or if none, the last target Bonus in effect for Executive, less standard deductions and withholdings, to be paid in a lump sum within ten (10) days following the later occur of (iA) the Release Effective Date, or (ii) the effective date closing of the Change in Control; and
Control contemplated by such definitive agreement and (cB) in the event termination of such definitive agreement without the Executive timely elects continued coverage under COBRA, the Company will continue to pay the same portion of Executive’s COBRA health insurance premium as the percentage of health insurance premiums that it paid during the Executive’s employment, including any amounts that Company paid for benefits to the qualifying family members consummation of the Executive, following the date of termination until the expiration of the COBRA Payment Period. Notwithstanding the foregoing, if the Company determines, contemplated Change in its sole discretion, that the Company cannot provide the COBRA premium benefits without potentially incurring financial costs or penalties under applicable law (including, without limitation, Section 2716 of the Public Health Service Act), the Company shall in lieu thereof pay Executive the Health Care Benefit Payment, which payment shall be made regardless of whether the Executive or his qualifying family members elect COBRA continuation coverage. The Health Care Benefit Payment shall be paid in monthly or bi-weekly installments on the same schedule that the COBRA premiums would otherwise have been paid to the insurer. The Health Care Benefit Payment shall be equal to the amount that the Company otherwise would have paid for COBRA insurance premiums (which amount shall be calculated based on the premium for the first month of coverage), and shall be paid until the expiration of the COBRA Payment PeriodControl.
Appears in 5 contracts
Samples: Employment Agreement (Valeritas Holdings Inc.), Employment Agreement (Valeritas Holdings Inc.), Employment Agreement (Valeritas Holdings Inc.)
In Connection With a Change in Control. If the Company (or its successor) terminates the Executive’s employment without Cause or the Executive terminates his her employment for Good Reason within the period commencing ninety three (903) days months immediately prior to a Change in Control of the Company and ending eighteen (18) months immediately following a Change in Control of the Company (as defined in Section 4.5.4 of this Agreement), the Executive shall receive the Accrued Amounts subject to standard deductions and withholdings, to be paid as a lump sum no later than thirty (30) days after the date of termination. In addition, subject to the limitations stated in this Agreement and upon the Executive’s furnishing to the Company (or its successor) an executed Release within the applicable time period set forth therein, but in no event later than forty-five days following termination of employment and permitting such Release to become effective in accordance with its terms, and subject to Executive entering into no later than the Release Effective Date a non-competition agreement to be effective during the Severance Period, substantially similar to Section 2.3, and continuing to abide by its terms during the Severance Period, then in lieu of (and not additional to) the benefits provided pursuant to Section 4.4.3(i) above, the Executive shall be entitled to:
(a) the equivalent of the Executive’s Base Salary in effect at the time of termination will continue to be paid during for a period of eighteen (18) months following the date of termination (hereinafter referred to as the “Change in Control Severance Period”), less standard deductions and withholdings, to be paid during the Change in Control Severance Period according to the Company’s regular payroll practices, subject to any delay in payment required by Section 4.6 in connection with the Release Effective Date;
(b) one and half (1.5) times Executive’s target Bonus in effect at the time of termination, or if none, one and half (1.5) times the last target Bonus in effect for Executive, less standard deductions and withholdings, to be paid in a lump sum within ten (10) days following the later of (i) the Release Effective Date, or (ii) the effective date of the Change in Control; and
(c) in the event the Executive timely elects continued coverage under COBRA, the Company will continue to pay the same portion of Executive’s COBRA health insurance premium as the percentage of health insurance premiums that it paid during the Executive’s employment, including any amounts that Company paid for benefits to the qualifying family members of the Executive, following the date of termination until the expiration of the COBRA Payment Change in Control Severance Period. Notwithstanding the foregoing, if the Company determines, in its sole discretion, that the Company cannot provide the COBRA premium benefits without potentially incurring financial costs or penalties under applicable law (including, without limitation, Section 2716 of the Public Health Service Act), the Company shall in lieu thereof pay Executive the Health Care Benefit Payment, which payment shall be made regardless of whether the Executive or his her qualifying family members elect COBRA continuation coverage. The Health Care Benefit Payment shall be paid in monthly or bi-weekly installments on the same schedule that the COBRA premiums would otherwise have been paid to the insurer. The Health Care Benefit Payment shall be equal to the amount that the Company otherwise would have paid for COBRA insurance premiums (which amount shall be calculated based on the premium for the first month of coverage), and shall be paid until the expiration of the COBRA Payment Change in Control Severance Period.
Appears in 4 contracts
Samples: Executive Employment Agreement (Horizon Therapeutics Public LTD Co), Executive Employment Agreement (Horizon Therapeutics Public LTD Co), Executive Employment Agreement (Horizon Pharma PLC)
In Connection With a Change in Control. If the Company (or its successor) terminates the Executive’s employment without Cause or the Executive terminates his employment for Good Reason within the period commencing ninety three (903) days months immediately prior to a Change in Control of the Company and ending eighteen twelve (1812) months immediately following a Change in Control of the Company (as defined in Section 4.5.4 of this Agreement), the Executive shall receive the Accrued Amounts subject to standard deductions and withholdings, to be paid as a lump sum no later than thirty (30) days after the date of terminationtermination or within 72 hours of a resignation, as applicable. In addition, subject to the limitations stated in this Agreement and upon the Executive’s furnishing to the Company (or its successor) an executed Release within the applicable time period set forth therein, but in no event later than forty-five days following termination of employment and permitting such Release to become effective in accordance with its terms, and subject to Executive entering into no later than the Release Effective Date a non-competition agreement to be effective during the Severance Period, substantially similar to Section 2.3, and continuing to abide by its terms during the Severance Period, then in lieu of (and not additional to) the benefits provided pursuant to Section 4.4.3(i) above, the Executive shall be entitled to:
(a) the equivalent of the Executive’s 's Base Salary in effect at the time of termination will continue to be paid during for a period of nine (9) months following the date of termination (hereinafter referred to as the "Change in Control Severance Period"), less standard deductions and withholdings, to be paid in equal installments during the Change in Control Severance Period according to the Company’s 's regular payroll practices, subject to any delay in payment required by Section 4.6 in connection with the Release Effective Date;
(b) (i) an amount equal to 75% of the Executive’s target Bonus in effect at 's Base Salary for the time year of termination, or if none, the last target Bonus in effect for Executive, less standard deductions and withholdings, to be paid in a lump sum on the first regular payroll date following the Release Effective Date, plus (ii) a pro-rated portion of his target Bonus amount for the year of termination, if any, provided such Bonus has been determined by the Board or the Compensation Committee to have been achieved in the ordinary course by the Bonus Determination Date (pro-rated based upon the achievement of the metrics as determined in good faith by the Company), less standard deductions and withholdings, to be paid as a lump sum within ten (10) days following after the later of (i) Bonus Determination Date, subject to any delay in payment required by Section 4.6 in connection with the Release Effective Date, or (ii) the effective date of the Change in Control; and
(c) in the event the Executive timely elects continued coverage under COBRA, the Company will continue to pay the same portion of Executive’s COBRA health insurance premium as the percentage of health insurance premiums that it paid during the Executive’s employmentpremium, including any amounts that Company paid for benefits to the qualifying family members of the Executive, following the date of termination up until the expiration earlier of either (i) the COBRA Payment end of nine (9) months following his termination date or, (ii) the date on which the Executive begins full-time employment with another company or business entity which offers comparable health insurance coverage to the Executive (the “Change in Control Severance Period”). Notwithstanding the foregoing, if the Company determines, in its sole discretion, that the Company cannot provide the COBRA premium benefits without potentially incurring financial costs or penalties under applicable law (including, without limitation, Section 2716 of the Public Health Service Act), the Company shall in lieu thereof pay Executive the Health Care Benefit Payment, which payment shall be made regardless of whether the Executive or his qualifying family members elect COBRA continuation coverage. The Health Care Benefit Payment shall be paid in monthly or bi-weekly installments on the same schedule that the COBRA premiums would otherwise have been paid to the insurer. The Health Care Benefit Payment shall be equal to the amount that the Company otherwise would have paid for COBRA insurance premiums (which amount shall be calculated based on the premium for the first month of coverage), and shall be paid until the expiration of the Change in Control Severance Period. Additionally, if the Company ceases to sponsor a Comparable Plan during the COBRA Payment Period, then in lieu of providing the COBRA premium benefits, the Company shall instead pay Executive a taxable cash payment in a single lump sum such amount so that Executive shall retain on a net after-tax withholding basis a sufficient amount for Executive to purchase a policy providing coverage for Executive and his qualifying family members for the remainder of the Change in Control Severance Period.
Appears in 2 contracts
Samples: Employment Agreement (UpHealth, Inc.), Employment Agreement (UpHealth, Inc.)
In Connection With a Change in Control. If the Company (or its successor) terminates the Executive’s employment without Cause or the Executive terminates his employment for Good Reason or due to a Qualifying Resignation within the period commencing ninety three (903) days months immediately prior to a Change in Control of the Company and ending eighteen twelve (1812) months immediately following a Change in Control of the Company (as defined in Section 4.5.4 4.5.5 of this Agreement), or within thirty (30) days following a Change in Control of the Company (as defined in Section 4.5.5) the Executive terminates his employment for any or no reason, the Executive shall receive the Accrued Amounts subject to standard deductions and withholdings, to be paid as a lump sum no later than thirty fifteen (3015) days after the date of termination. In addition, subject to the limitations stated in this Agreement and upon the Executive’s furnishing to the Company (or its successor) an executed Release within the applicable time period set forth therein, but in no event later than forty-five days following termination of employment and permitting such Release to become effective in accordance with its terms, and subject to Executive entering into no later than continuing to comply with his obligations pursuant to the Release Effective Date Proprietary Information and Inventions Agreement (a non-competition agreement to be effective during the Severance Period, substantially similar to Section 2.3copy of which is attached as Exhibit A), and subject to the Executive continuing to abide by its terms during satisfy the Severance Period, then in lieu of (and not additional to) the benefits provided pursuant to Section 4.4.3(i) aboveLitigation Cooperation Requirement, the Executive shall be entitled to:
(a) the equivalent of one and a half (1.5) times the Executive’s annual Base Salary in effect at the time of termination will continue to be paid during the Severance Period, less standard deductions and withholdings, to be paid during in a lump sum on the Severance Period according to the Company’s first regular payroll practices, date following the Release Effective Date subject to any delay in payment required by Section 4.6 in connection with the Release Effective Date4.6;
(b) Executive’s an amount equal to one (1) times the target Bonus in effect at for the time year of termination, or if none, one (1) times the last target Bonus in effect for Executive, less standard deductions and withholdings, to be paid in a lump sum on the first regular payroll date following the Release Effective Date subject to any delay in payment required by Section 4.6;
(c) any Accrued and Unpaid Bonus for the prior year, if applicable, to be paid in a lump sum on the first regular payroll date following the Release Effective Date subject to any delay in payment required by Section 4.6;
(d) the Executive shall also receive a pro-rated portion of his target Bonus amount for the year of termination, as applicable, if any such Bonus has been determined by the Board or the Compensation Committee to have been achieved, based on the actually achieved level of performance, in the ordinary course on the Bonus Determination Date (pro-rated based upon the portion of the calendar year that the Executive was employed by the Company), less standard deductions and withholdings. If earned, the Pro-Rata Bonus which will be paid to Executive during the calendar year immediately following the year of termination less standard deductions and withholdings in a single a lump sum and within ten (10) days following after the later of (i) the Release Effective Bonus Determination Date, or (ii) the effective date of the Change subject to any delay in Control; andpayment required by Section 4.6;
(ce) in the event the Executive timely elects continued coverage under COBRA, the Company will continue to pay the same portion of Executive’s COBRA health insurance premium as the percentage of health insurance premiums that it paid during the Executive’s employmentpremium, including any amounts that Company paid for benefits to the qualifying family members of the Executive, following the date of termination until the expiration of for the COBRA Payment Period. Notwithstanding the foregoing, if the Company determines, in its sole discretion, that the Company cannot provide the COBRA premium benefits without potentially incurring financial costs or penalties under applicable law (including, without limitation, Section 2716 of the Public Health Service Act), the Company shall in lieu thereof pay Executive the Health Care Benefit Payment, which payment shall be made regardless of whether the Executive or his qualifying family members elect COBRA continuation coverage. The Health Care Benefit Payment shall be paid in monthly or bi-weekly installments on the same schedule that the COBRA premiums would otherwise have been paid to the insurer. The Health Care Benefit Payment shall be equal to the amount that the Company otherwise would have paid for COBRA insurance premiums (which amount shall be calculated based on the premium for the first month of coverage), and shall be paid until the expiration of the COBRA Payment Period. Additionally, if the Company ceases to sponsor and/or provide a Comparable Plan during the COBRA Payment Period, then in lieu of or in addition to providing the COBRA premium benefits, the Company shall pay Executive a taxable cash payment in a single lump sum such amount so that Executive shall retain on a net after-tax withholding basis a sufficient amount for Executive to purchase a policy providing coverage for Executive and his qualifying family members for the remainder of the COBRA Payment Period; and
(f) Executive may also be entitled to, subject to the terms and conditions of Sections 3.5 and/or 3.6, the Supplemental Retention Bonus and the Deal-Based Bonus.
Appears in 2 contracts
Samples: Employment Agreement (UpHealth, Inc.), Employment Agreement (UpHealth, Inc.)
In Connection With a Change in Control. If In addition to any payments or benefits due to the Company Executive under Section 4(a) above (if any), subject to and conditioned upon the Executive’s (or its successorthe Executive’s estate’s or beneficiaries’, if applicable) terminates timely execution and non-revocation of a Release, if the Executive’s employment is terminated by the Company without Cause or by the Executive terminates his employment for with Good Reason and, in either case, a Change in Control (A) occurs on or within the period commencing ninety (90) days immediately after the Date of Termination or (B) has occurred within one (1) year before the Date of Termination:
(i) All outstanding compensatory equity awards that vest solely based on continued service that have not yet vested shall conditionally vest and, as applicable, become exercisable on the later of the Date of Termination and the date of such Change in Control (and such vesting shall become unconditional upon such execution and non-revocation of a Release); provided, however, that if the Executive fails to timely execute or revokes the Release, all such conditionally vested awards (and any shares received in respect of such awards) shall be forfeited upon such failure or revocation (subject to repayment by the Company to the Executive of any amounts (if any) paid by the Executive with respect to shares underlying such conditionally vested awards). For the avoidance of doubt, if a Qualifying Termination occurs prior to a Change in Control Control, all outstanding, unvested compensatory equity awards that would otherwise terminate on the Date of the Company Termination shall remain outstanding and ending eighteen (18) months immediately following eligible to vest solely upon a Change in Control of the Company occurring within ninety (as defined in Section 4.5.4 of this Agreement), the Executive shall receive the Accrued Amounts subject to standard deductions and withholdings, to be paid as a lump sum no later than thirty (3090) days after the Date of Termination (but shall not otherwise vest following the Date of Termination) and shall terminate on the ninetieth (90th) day following the Date of Termination if a Change in Control has not occurred on or prior to such ninetieth (90th) day (or such earlier expiration date applicable to the award (other than due to a termination of termination. employment)).
(ii) In addition, subject to the limitations stated in this Agreement Section 4(d) hereof and conditioned upon the Executive’s furnishing to the Company (or its successorthe Executive’s estate’s or beneficiaries’, if applicable) an executed Release within the applicable time period set forth therein, but in no event later than forty-five days following termination of employment timely execution and permitting such Release to become effective in accordance with its terms, and subject to Executive entering into no later than the Release Effective Date a non-competition agreement to be effective during the Severance Period, substantially similar to Section 2.3, and continuing to abide by its terms during the Severance Period, then in lieu revocation of (and not additional to) the benefits provided pursuant to Section 4.4.3(i) abovea Release, the Executive (or the Executive’s estate or beneficiaries, if applicable) shall be entitled to:
(a) the equivalent paid, in a single lump-sum payment, an amount equal to a pro rata portion of the Executive’s Base Salary Annual Bonus earned in effect at the time of termination will continue to be paid during the Severance Period, less standard deductions and withholdings, to be paid during the Severance Period according fiscal year prior to the Company’s regular payroll practicesfiscal year in which the Date of Termination occurs, subject to any delay in payment required by Section 4.6 in connection with the Release Effective Date;
(b) Executive’s target Bonus in effect at the time of termination, or if none, the last target Bonus in effect for Executive, less standard deductions and withholdings, to be paid in a lump sum within ten (10) days following the later of (i) the Release Effective Date, or (ii) the effective date of the Change in Control; and
(c) in the event the Executive timely elects continued coverage under COBRA, the Company will continue to pay the same portion of Executive’s COBRA health insurance premium as the percentage of health insurance premiums that it paid during the Executive’s employment, including any amounts that Company paid for benefits to the qualifying family members of the Executive, following the date of termination until the expiration of the COBRA Payment Period. Notwithstanding the foregoing, if the Company determines, in its sole discretion, that the Company cannot provide the COBRA premium benefits without potentially incurring financial costs or penalties under applicable law (including, without limitation, Section 2716 of the Public Health Service Act), the Company shall in lieu thereof pay Executive the Health Care Benefit Payment, which payment shall be made regardless of whether the Executive or his qualifying family members elect COBRA continuation coverage. The Health Care Benefit Payment shall be paid in monthly or bisuch pro-weekly installments on the same schedule that the COBRA premiums would otherwise have been paid to the insurer. The Health Care Benefit Payment shall be equal to the amount that the Company otherwise would have paid for COBRA insurance premiums (which amount shall be calculated ration determined based on the premium for number of days elapsed in the first month calendar year through the Date of coverage), and shall be paid until Termination relative to the expiration total number of days in the COBRA Payment Periodfiscal year of termination.
Appears in 2 contracts
Samples: Employment Agreement (Leaf Group Ltd.), Employment Agreement (Leaf Group Ltd.)
In Connection With a Change in Control. If the Company Qualifying Termination occurs either (or its successorA) terminates the Executive’s employment without Cause or the Executive terminates his employment for Good Reason within the period commencing ninety (90) days immediately three months prior to the effective date of a Change in Control of but during the Company and ending eighteen “Pre-Closing Period” (18as defined below) (a “Qualifying Pre-Closing Termination”), or (B) on the date of, or within twelve (12) months immediately following after, the effective date of a Change in Control (in either case, together with a Qualifying Pre-Closing Termination, a “CIC Qualifying Termination”), the Executive shall be entitled to the same payments and benefits set forth under Section 5(b)(i) above, except that (1) the Severance Period for purposes of Sections 5(b)(i)(l) and 5(b)(i)(4) shall extend for twelve (12) months instead of nine (9) months and (2) in lieu of the Company (as defined Annual Bonus set forth in Section 4.5.4 of this Agreement5(b)(i)(2), the Executive shall receive the Accrued Amounts subject Target Annual Bonus for the year in which the Executive’s Qualifying Termination occurs, pro-rated to standard deductions and withholdings, to be paid as a lump sum no later than thirty (30) days after reflect the Executive’s employment with the Company through the date of termination. In addition, subject which Confidential – Xxxxx X. Xxxxxx shall be payable to the limitations stated in this Agreement and upon Executive on the sixtieth (60th) day following the Executive’s furnishing to termination date, provided that if the Company (or its successorChange in Control occurs after a Qualifying Termination under Section 5(b)(i) an executed Release within the applicable time period set forth thereinabove, but prior to payment of the Annual Bonus for the year in no event later than forty-five days following which the Executive’s termination of employment and permitting such Release to become effective occurs, the pro-rated Target Annual Bonus described in accordance with its termsthis subsection (ii) shall be paid on the sixtieth (60th) day following the Change in Control. For the avoidance of doubt, if a Change in Control occurs after a Qualifying Termination under Section 5(b)(i) above, and subject to Executive entering into no later than after payment of the Release Effective Date a nonpro-competition agreement to be effective during the Severance Period, substantially similar to rated Annual Bonus described in Section 2.3, and continuing to abide by its terms during the Severance Period, then in lieu of (and not additional to) the benefits provided pursuant to Section 4.4.3(i) above5(b)(i)(2), the Executive shall not be entitled to:
eligible to receive any additional payments for any Annual Bonus, including the Target Annual Bonus described in this subsection (a) ii). For purposes of this Agreement, the equivalent of “Pre-Closing Period” means the Executive’s Base Salary in effect at the time of termination will continue to be paid during the Severance Period, less standard deductions and withholdings, to be paid during the Severance Period according to period commencing with the Company’s regular payroll practices, subject execution of a definitive agreement for a Change in Control transaction and ending upon the earlier to any delay in payment required by Section 4.6 in connection with the Release Effective Date;
(b) Executive’s target Bonus in effect at the time of termination, or if none, the last target Bonus in effect for Executive, less standard deductions and withholdings, to be paid in a lump sum within ten (10) days following the later occur of (iA) the Release Effective Date, or (ii) the effective date closing of the Change in Control; and
Control contemplated by such definitive agreement and (cB) in the event termination of such definitive agreement without the Executive timely elects continued coverage under COBRA, the Company will continue to pay the same portion of Executive’s COBRA health insurance premium as the percentage of health insurance premiums that it paid during the Executive’s employment, including any amounts that Company paid for benefits to the qualifying family members consummation of the Executive, following the date of termination until the expiration of the COBRA Payment Period. Notwithstanding the foregoing, if the Company determines, contemplated Change in its sole discretion, that the Company cannot provide the COBRA premium benefits without potentially incurring financial costs or penalties under applicable law (including, without limitation, Section 2716 of the Public Health Service Act), the Company shall in lieu thereof pay Executive the Health Care Benefit Payment, which payment shall be made regardless of whether the Executive or his qualifying family members elect COBRA continuation coverage. The Health Care Benefit Payment shall be paid in monthly or bi-weekly installments on the same schedule that the COBRA premiums would otherwise have been paid to the insurer. The Health Care Benefit Payment shall be equal to the amount that the Company otherwise would have paid for COBRA insurance premiums (which amount shall be calculated based on the premium for the first month of coverage), and shall be paid until the expiration of the COBRA Payment PeriodControl.
Appears in 2 contracts
Samples: Employment Agreement (Valeritas Holdings Inc.), Employment Agreement (Valeritas Holdings Inc.)
In Connection With a Change in Control. If In addition to any payments or benefits due to the Company Executive under Section 4(a) above (or its successor) terminates if any), subject to and conditioned upon the Executive’s timely execution and non-revocation of a Release, if the Executive’s employment without Cause is terminated by reason of a Qualifying Termination and a Change in Control (A) occurs on or the Executive terminates his employment for Good Reason within the period commencing ninety (90) days immediately after the Date of Termination or (B) has occurred within one (1) year before the Date of Termination;
(i) All outstanding compensatory equity awards that have not yet vested shall conditionally vest and, as applicable, become exercisable on the later of the Date of Termination and the date of such Change in Control (and such vesting shall become unconditional upon such execution and non-revocation of a Release); provided, however, that if the Executive fails to timely execute or revokes the Release, all such conditionally vested awards (and any shares received in respect of such awards) shall be forfeited upon such failure or revocation (subject to repayment by the Company to the Executive of any amounts (if any) paid by the Executive with respect to shares underlying such conditionally vested awards). For the avoidance of doubt, if a Qualifying Termination occurs prior to a Change in Control Control, all outstanding, unvested compensatory equity awards that would otherwise terminate on the Date of the Company Termination shall remain outstanding and ending eighteen (18) months immediately following eligible to vest solely upon a Change in Control of the Company occurring within ninety (as defined in Section 4.5.4 of this Agreement), the Executive shall receive the Accrued Amounts subject to standard deductions and withholdings, to be paid as a lump sum no later than thirty (3090) days after the Date of Termination (but shall not otherwise vest following the Date of Termination) and shall terminate on the ninetieth (90th) day following the Date of Termination if a Change in Control has not occurred on or prior to such ninetieth (90th) day (or such earlier expiration date applicable to the award (other than due to a termination of termination. employment)).
(ii) In addition, subject to the limitations stated in this Agreement Section 4(d) hereof and conditioned upon the Executive’s furnishing to the Company (or its successorthe Executive’s estate’s or beneficiaries’, if applicable) an executed Release within the applicable time period set forth therein, but in no event later than forty-five days following termination of employment timely execution and permitting such Release to become effective in accordance with its terms, and subject to Executive entering into no later than the Release Effective Date a non-competition agreement to be effective during the Severance Period, substantially similar to Section 2.3, and continuing to abide by its terms during the Severance Period, then in lieu revocation of (and not additional to) the benefits provided pursuant to Section 4.4.3(i) abovea Release, the Executive (or the Executive’s estate or beneficiaries, if applicable) shall be entitled to:
(a) the equivalent paid, in a single lump-sum payment, an amount equal to a pro rata portion of the Executive’s Base Salary Annual Bonus earned in effect at the time of termination will continue to be paid during the Severance Period, less standard deductions and withholdings, to be paid during the Severance Period according fiscal year prior to the Company’s regular payroll practicesfiscal year in which the Date of Termination occurs, subject to any delay in payment required by Section 4.6 in connection with the Release Effective Date;
(b) Executive’s target Bonus in effect at the time of termination, or if none, the last target Bonus in effect for Executive, less standard deductions and withholdings, to be paid in a lump sum within ten (10) days following the later of (i) the Release Effective Date, or (ii) the effective date of the Change in Control; and
(c) in the event the Executive timely elects continued coverage under COBRA, the Company will continue to pay the same portion of Executive’s COBRA health insurance premium as the percentage of health insurance premiums that it paid during the Executive’s employment, including any amounts that Company paid for benefits to the qualifying family members of the Executive, following the date of termination until the expiration of the COBRA Payment Period. Notwithstanding the foregoing, if the Company determines, in its sole discretion, that the Company cannot provide the COBRA premium benefits without potentially incurring financial costs or penalties under applicable law (including, without limitation, Section 2716 of the Public Health Service Act), the Company shall in lieu thereof pay Executive the Health Care Benefit Payment, which payment shall be made regardless of whether the Executive or his qualifying family members elect COBRA continuation coverage. The Health Care Benefit Payment shall be paid in monthly or bisuch pro-weekly installments on the same schedule that the COBRA premiums would otherwise have been paid to the insurer. The Health Care Benefit Payment shall be equal to the amount that the Company otherwise would have paid for COBRA insurance premiums (which amount shall be calculated ration determined based on the premium for number of days elapsed in the first month calendar year through the Date of coverage), and shall be paid until Termination relative to the expiration total number of days in the COBRA Payment Periodfiscal year of termination.
Appears in 2 contracts
Samples: Employment Agreement (Leaf Group Ltd.), Employment Agreement (Leaf Group Ltd.)
In Connection With a Change in Control. If the Company (or its successor) terminates the Executive’s employment without Cause or the Executive terminates his employment for Good Reason within the period commencing ninety (90) days immediately prior to a Change in Control of the Company and ending eighteen (18) months immediately following a Change in Control of the Company (as defined in Section 4.5.4 of this Agreement), the Executive shall receive the Accrued Amounts subject to standard deductions and withholdings, to be paid as a lump sum no later than thirty (30) days after the date of termination. In addition, subject to the limitations stated in this Agreement and upon the Executive’s furnishing to the Company (or its successor) an executed Release within the applicable time period set forth therein, but in no event later than forty-five days following termination of employment and permitting such Release to become effective in accordance with its terms, and subject to Executive entering into no later than the Release Effective Date a non-competition agreement to be effective during the Severance Period, substantially similar to Section 2.3, and continuing to abide by its terms during the Severance Period, then in lieu of (and not additional to) the benefits provided pursuant to Section 4.4.3(i) above, the Executive shall be entitled toto the following benefits subject to the following terms and conditions:
(a) the equivalent continued payment of the Executive’s Base Salary in effect at the time of termination will continue to be paid during the Severance Period, less standard deductions and withholdings, to be paid during the Severance Period according to in accordance with the Company’s regular standard payroll practices, ; subject to any delay in payment required by Section 4.6 in connection with the Release Effective Date;
(b) Executive’s target Bonus in effect at the time of termination, or if none, the last target Bonus in effect for Executive, less standard deductions and withholdings, to be paid in a lump sum within ten (10) days following the later of (i) the Release Effective Date, or (ii) the effective date of the Change in Control; and;
(c) in the event the Executive timely elects continued coverage under COBRA, the Company will continue to pay the same portion of Executive’s COBRA health insurance premium as the percentage of health insurance premiums that it paid during the Executive’s employment, including any amounts that Company paid for benefits to the qualifying family members of the Executive, following the date of termination until the expiration of the COBRA Payment Period. Notwithstanding the foregoing, if the Company determines, in its sole discretion, that the Company cannot provide the COBRA premium benefits without potentially incurring financial costs or penalties under applicable law (including, without limitation, Section 2716 of the Public Health Service Act), the Company shall in lieu thereof pay Executive the Health Care Benefit Payment, which payment shall be made regardless of whether the Executive or his qualifying family members elect COBRA continuation coverage. The Health Care Benefit Payment shall be paid in monthly or bi-weekly installments on the same schedule that the COBRA premiums would otherwise have been paid to the insurer. The Health Care Benefit Payment shall be equal to the amount that the Company otherwise would have paid for COBRA insurance premiums (which amount shall be calculated based on the premium for the first month of coverage), and shall be paid until the expiration of the COBRA Payment Period; and
(d) notwithstanding anything to the contrary set forth herein, the Severance Period, and the Company’s provisions of cash severance benefits to Executive under Section 4.4.3(ii)(a) shall immediately cease upon the date that Executive begins full-time employment with another company or business entity which offers base compensation to Executive of at least ninety-five percent (95%) of Executive’s Base Salary amount in effect at the time of termination. Executive agrees to immediately notify the Company in writing of any such employment.
Appears in 2 contracts
Samples: Executive Employment Agreement (Horizon Therapeutics Public LTD Co), Executive Employment Agreement (Horizon Pharma, Inc.)
In Connection With a Change in Control. If In the event that there is a Change in Control (as defined below) and Executive's employment with the Company (or and its successor) subsidiaries terminates the Executive’s employment without Cause or the Executive terminates his employment for Good Reason within the period commencing either ninety (90) days immediately prior to a or within three (3) years following such Change in Control of (x) by the Company and ending eighteen any of its subsidiaries without Cause or (18y) months immediately by Executive for Good Reason, the Executive will be entitled to the Accrued Benefits and, subject to the Executive's execution without revocation of a valid release agreement, substantially in the form attached hereto as Exhibit A, within forty-five (45) days following a Change in Control the date of termination of the Company (as defined in Section 4.5.4 of this Agreement)Executive's employment, the Executive shall receive the Accrued Amounts subject to standard deductions severance payments and withholdings, to be paid as a lump sum no later than thirty (30) days after the date of termination. In addition, subject to the limitations stated in this Agreement and upon the Executive’s furnishing to the Company (or its successor) an executed Release within the applicable time period benefits set forth thereinin paragraphs (a), but in no event later than forty-five days following termination (b) and (c) of employment and permitting such Release to become effective in accordance with its terms, and subject to Executive entering into no later than the Release Effective Date a non-competition agreement to be effective during the Severance Period, substantially similar to this Section 2.3, and continuing to abide by its terms during the Severance Period, then in lieu of (and not additional to) the benefits provided pursuant to Section 4.4.3(i) above, the Executive shall be entitled to:5.4.
(a) the equivalent a prorated portion of the Executive’s Base Salary in effect at the time of termination will continue to be paid during the Severance Period, less standard deductions and withholdings, to be paid during the Severance Period according Bonus that would have been payable to the Executive through the Termination Date; based on the Company’s regular payroll practices's performance targets being met from the beginning of the fiscal year through the Termination Date, subject payable when such Bonus is paid to any delay in payment required by Section 4.6 in connection with the Release Effective Date;other executives; and,
(b) Executive’s target Bonus in effect at the time of termination, or if none, the last target Bonus in effect for Executive, less standard deductions and withholdings, to be paid in a lump sum within ten severance payment equal two (102) days times the sum of Base Salary plus Bonus at Target, payable on the sixtieth (60th) day following the later of (i) the Release Effective Termination Date, or (ii) the effective date of the Change in Control; and
(c) in reimbursement on a monthly basis, beginning on the event 60th day following such termination, of the cost of continuation coverage of group health coverage pursuant to COBRA, for a maximum of eighteen (18) months following the Termination Date to the extent the Executive timely elects continued such continuation coverage under COBRA, the Company will continue to pay the same portion of Executive’s COBRA health insurance premium as the percentage of health insurance premiums that it paid during the Executive’s employment, including any amounts that Company paid for benefits and is eligible and subject to the qualifying family members terms of the Executive, following plan and applicable law; provided that if the date of termination until the expiration of the COBRA Payment PeriodExecutive becomes eligible to receive coverage from a new employer he shall cease to be entitled to such reimbursement. Notwithstanding the foregoing, if the Company determines, in its sole discretion, that the Company cannot provide the COBRA premium benefits without potentially incurring financial costs or penalties under applicable law (including, without limitation, Section 2716 of the Public Health Service Act), the Company shall have no obligation to provide the severance payments or benefits set forth above in lieu thereof pay Executive the Health Care Benefit Payment, which payment shall be made regardless of whether event that the Executive or his qualifying family members elect COBRA continuation coverage. The Health Care Benefit Payment shall be paid in monthly or bi-weekly installments on the same schedule that the COBRA premiums would otherwise have been paid to the insurer. The Health Care Benefit Payment shall be equal to the amount that the Company otherwise would have paid for COBRA insurance premiums (which amount shall be calculated based on the premium for the first month of coverage), and shall be paid until the expiration breaches any of the COBRA Payment Periodprovisions of Section 6. For the avoidance of doubt, in the event the Executive's employment is terminated in accordance with this Section 5.4, the Executive shall not be entitled to any payments or benefits under Section 5.3.
Appears in 2 contracts
Samples: Employment Agreement (Delta Tucker Holdings, Inc.), Employment Agreement (Delta Tucker Holdings, Inc.)
In Connection With a Change in Control. If the Company (or its successor) terminates the Executive’s employment without Cause or the Executive terminates his employment for Good Reason within the period commencing ninety three (903) days months immediately prior to a Change in Control of the Company and ending eighteen (18) months immediately following a Change in Control of the Company (as defined in Section 4.5.4 of this Agreement), the Executive shall receive the Accrued Amounts subject to standard deductions and withholdings, to be paid as a lump sum no later than thirty (30) days after the date of termination. In addition, subject to the limitations stated in this Agreement and upon the Executive’s furnishing to the Company (or its successor) an executed Release within the applicable time period set forth therein, but in no event later than forty-five days following termination of employment and permitting such Release to become effective in accordance with its terms, and subject to Executive entering into no later than the Release Effective Date a non-competition agreement to be effective during the Severance Period, substantially similar to Section 2.3, and continuing to abide by its terms during the Severance Period, then in lieu of (and not additional to) the benefits provided pursuant to Section 4.4.3(i) above, the Executive shall be entitled toto the following benefits subject to the following terms and conditions:
(a) the equivalent of the Executive’s Base Salary in effect at the time of termination will continue to be paid during for a period of up to eighteen (18) months following the date of termination (hereinafter referred to as the “Change in Control Severance Period”), less standard deductions and withholdings, to be paid during the Change in Control Severance Period according to the Company’s regular payroll practices, subject to any delay in payment required by Section 4.6 in connection with the Release Effective Date;
(b) one and half (1.5) times Executive’s target Bonus in effect at the time of termination, or if none, one and half (1.5) times the last target Bonus in effect for Executive, less standard deductions and withholdings, to be paid in a lump sum within ten (10) days following the later of (i) the Release Effective Date, or (ii) the effective date of the Change in Control; and
(c) in the event the Executive timely elects continued coverage under COBRA, the Company will continue to pay the same portion of Executive’s COBRA health insurance premium as the percentage of health insurance premiums that it paid during the Executive’s employment, including any amounts that Company paid for benefits to the qualifying family members of the Executive, following the date of termination until the expiration of the COBRA Payment Change in Control Severance Period. Notwithstanding the foregoing, if the Company determines, in its sole discretion, that the Company cannot provide the COBRA premium benefits without potentially incurring financial costs or penalties under applicable law (including, without limitation, Section 2716 of the Public Health Service Act), the Company shall in lieu thereof pay Executive the Health Care Benefit Payment, which payment shall be made regardless of whether the Executive or his qualifying family members elect COBRA continuation coverage. The Health Care Benefit Payment shall be paid in monthly or bi-weekly installments on the same schedule that the COBRA premiums would otherwise have been paid to the insurer. The Health Care Benefit Payment shall be equal to the amount that the Company otherwise would have paid for COBRA insurance premiums (which amount shall be calculated based on the premium for the first month of coverage), and shall be paid until the expiration of the COBRA Payment Change in Control Severance Period; and
(d) notwithstanding anything to the contrary set forth herein, the Change in Control Severance Period, and the Company’s provisions of cash severance benefits to Executive under Section 4.4.3(ii)(a) shall immediately cease upon the date that Executive begins full-time employment with another company or business entity which offers base compensation to Executive of at least ninety-five percent (95%) of Executive’s Base Salary amount in effect at the time of termination. Executive agrees to immediately notify the Company in writing of any such employment.
Appears in 2 contracts
Samples: Executive Employment Agreement (Horizon Therapeutics Public LTD Co), Executive Employment Agreement (Horizon Pharma PLC)
In Connection With a Change in Control. If the Company Qualifying Termination occurs either (or its successorA) terminates the Executive’s employment without Cause or the Executive terminates his employment for Good Reason within the period commencing ninety (90) days immediately three months prior to the effective date of a Change in Control of but during the Company and ending eighteen “Pre-Closing Period” (18as defined below) (a “Qualifying Pre-Closing Termination”), or (B) on the date of, or within twelve (12) months immediately following after, the effective date of a Change in Control (in either case, together with a Qualifying Pre-Closing Termination, a “CIC Qualifying Termination”), the Executive shall be entitled to the same payments and benefits set forth under Section 5(b)(i) above, except that (1) the Severance Period for purposes of Sections 5(b)(i)(1) and 5(b)(i)(4) shall extend for nine (9) months instead of six (6) months and (2) in lieu of the Company (as defined Annual Bonus set forth in Section 4.5.4 of this Agreement5(b)(i)(2), the Executive shall receive the Accrued Amounts subject Target Annual Bonus for the year in which the Executive’s Qualifying Termination occurs, pro-rated to standard deductions and withholdings, to be paid as a lump sum no later than thirty (30) days after reflect the Executive’s employment with the Company through the date of termination. In addition, subject which shall be payable to the limitations stated in this Agreement and upon Executive on the sixtieth (60th) day following the Executive’s furnishing to termination date, provided that if the Company (or its successorChange in Control occurs after a Qualifying Termination under Section 5(b)(i) an executed Release within the applicable time period set forth thereinabove, but prior to payment of the Annual Bonus for the year in no event later than forty-five days following which the Executive’s termination of employment and permitting such Release to become effective occurs, the pro-rated Target Annual Bonus described in accordance with its termsthis subsection (ii) shall be paid on the sixtieth (60th) day following the Change in Control. For the avoidance of doubt, if a Change in Control occurs after a Qualifying Termination under Section 5(b)(i) above, and subject to Executive entering into no later than after payment of the Release Effective Date a nonpro-competition agreement to be effective during the Severance Period, substantially similar to rated Annual Bonus described in Section 2.3, and continuing to abide by its terms during the Severance Period, then in lieu of (and not additional to) the benefits provided pursuant to Section 4.4.3(i) above5(b)(i)(2), the Executive shall not be entitled to:
(a) eligible to receive any additional payments for any Annual Bonus, including the equivalent of the Executive’s Base Salary Target Annual Bonus described in effect at the time of termination will continue to be paid during the Severance Period, less standard deductions and withholdings, to be paid during the Severance Period according to the Company’s regular payroll practices, subject to any delay in payment required by Section 4.6 in connection with the Release Effective Date;
(b) Executive’s target Bonus in effect at the time of termination, or if none, the last target Bonus in effect for Executive, less standard deductions and withholdings, to be paid in a lump sum within ten (10) days following the later of (i) the Release Effective Date, or this subsection (ii) the effective date of the Change in Control; and
(c) in the event the Executive timely elects continued coverage under COBRA, the Company will continue to pay the same portion of Executive’s COBRA health insurance premium as the percentage of health insurance premiums that it paid during the Executive’s employment, including any amounts that Company paid for benefits to the qualifying family members of the Executive, following the date of termination until the expiration of the COBRA Payment Period). Notwithstanding the foregoing, if the Company determines, in its sole discretion, that the Company cannot provide the COBRA premium benefits without potentially incurring financial costs or penalties under applicable law (including, without limitation, Section 2716 of the Public Health Service Act), the Company shall in lieu thereof pay Executive the Health Care Benefit Payment, which payment shall be made regardless of whether the Executive or his qualifying family members elect COBRA continuation coverage. The Health Care Benefit Payment shall be paid in monthly or bi-weekly installments on the same schedule that the COBRA premiums would otherwise have been paid to the insurer. The Health Care Benefit Payment shall be equal to the amount that the Company otherwise would have paid for COBRA insurance premiums (which amount shall be calculated based on the premium for the first month of coverage), and shall be paid until the expiration of the COBRA Payment Period.Xxxxxx - Confidential
Appears in 2 contracts
Samples: Employment Agreement (Valeritas Holdings Inc.), Employment Agreement (Valeritas Holdings Inc.)
In Connection With a Change in Control. If the Company Qualifying Termination occurs either (or its successorA) terminates the Executive’s employment without Cause or the Executive terminates his employment for Good Reason within the period commencing ninety (90) days immediately three months prior to the effective date of a Change in Control but during the “PreClosing Period” (as defined below) (a “Qualifying PreClosing Termination”), or (B) on the date of, or within twelve (12) months after, the effective date of a Change in Control (in either case, together with a Qualifying PreClosing Termination, a “CIC Qualifying Termination”), the Company Executive shall be entitled to the same payments and ending benefits set forth under Section 5(b)(i) above, except that (1) the Severance Period for purposes of Sections 5(b)(i)(1) and 5(b)(i)(4) shall extend for eighteen (18) months immediately following a Change instead of twelve (12) months and (2) in Control lieu of the Company (as defined Annual Bonus set forth in Section 4.5.4 of this Agreement5(b)(i)(2), the Executive shall receive the Accrued Amounts subject Target Annual Bonus for the year in which the Executive’s Qualifying Termination occurs, prorated to standard deductions and withholdings, to be paid as a lump sum no later than thirty (30) days after reflect the Executive’s employment with the Company through the date of termination. In addition, subject which shall be payable to the limitations stated in this Agreement and upon Executive on the sixtieth (60th) day following the Executive’s furnishing to employment termination date, provided that if the Company (or its successorChange in Control occurs after a Qualifying Termination under Section 5(b)(i) an executed Release within the applicable time period set forth thereinabove, but prior to payment of the Annual Bonus for the year in no event later than forty-five days following which the Executive’s termination of employment and permitting such Release to become effective occurs, the prorated Target Annual Bonus described in accordance with its termsthis subsection (ii) shall be paid on the sixtieth (60th) day following the Change in Control. For the avoidance of doubt, if a Change in Control occurs after a Qualifying Termination under Section 5(b)(i) above, and subject to Executive entering into no later than after payment of the Release Effective Date a non-competition agreement to be effective during the Severance Period, substantially similar to prorated Annual Bonus described in Section 2.3, and continuing to abide by its terms during the Severance Period, then in lieu of (and not additional to) the benefits provided pursuant to Section 4.4.3(i) above5(b)(i)(2), the Executive shall not be entitled to:
eligible to receive any additional payments for any Annual Bonus, including the Target Annual Bonus described in this subsection (a) ii). For purposes of this Agreement, the equivalent of “PreClosing Period” means the Executive’s Base Salary in effect at the time of termination will continue to be paid during the Severance Period, less standard deductions and withholdings, to be paid during the Severance Period according to period commencing with the Company’s regular payroll practices, subject execution of a definitive agreement for a Change in Control transaction and ending upon the earlier to any delay in payment required by Section 4.6 in connection with the Release Effective Date;
(b) Executive’s target Bonus in effect at the time of termination, or if none, the last target Bonus in effect for Executive, less standard deductions and withholdings, to be paid in a lump sum within ten (10) days following the later occur of (iA) the Release Effective Date, or (ii) the effective date closing of the Change in Control; and
Control contemplated by such definitive agreement and (cB) in the event termination of such definitive agreement without the Executive timely elects continued coverage under COBRA, the Company will continue to pay the same portion of Executive’s COBRA health insurance premium as the percentage of health insurance premiums that it paid during the Executive’s employment, including any amounts that Company paid for benefits to the qualifying family members consummation of the Executive, following the date of termination until the expiration of the COBRA Payment Period. Notwithstanding the foregoing, if the Company determines, contemplated Change in its sole discretion, that the Company cannot provide the COBRA premium benefits without potentially incurring financial costs or penalties under applicable law (including, without limitation, Section 2716 of the Public Health Service Act), the Company shall in lieu thereof pay Executive the Health Care Benefit Payment, which payment shall be made regardless of whether the Executive or his qualifying family members elect COBRA continuation coverage. The Health Care Benefit Payment shall be paid in monthly or bi-weekly installments on the same schedule that the COBRA premiums would otherwise have been paid to the insurer. The Health Care Benefit Payment shall be equal to the amount that the Company otherwise would have paid for COBRA insurance premiums (which amount shall be calculated based on the premium for the first month of coverage), and shall be paid until the expiration of the COBRA Payment PeriodControl.
Appears in 1 contract
In Connection With a Change in Control. If the Company (or its successor) terminates the Executive’s employment without Cause or the Executive terminates his employment for Good Reason within the period commencing ninety three (903) days months immediately prior to a Change in Control of the Company and ending eighteen twelve (1812) months immediately following a Change in Control of the Company (as defined in Section 4.5.4 of this Agreement), the Executive shall receive the Accrued Amounts subject to standard deductions and withholdings, to be paid as a lump sum no later than thirty (30) days after the date of termination. In addition, subject to the limitations stated in this Agreement and upon the Executive’s furnishing to the Company (or its successor) an executed Release within the applicable time period set forth therein, but in no event later than forty-five days following termination of employment and permitting such Release to become effective in accordance with its terms, and subject to Executive entering into no later than the Release Effective Date a non-competition agreement to be effective during the Severance Period, substantially similar to Section 2.3, and continuing to abide by its terms during the Severance Period, then in lieu of (and not additional to) the benefits provided pursuant to Section 4.4.3(i) above, the Executive shall be entitled to:
(a) the equivalent of the Executive’s Base Salary in effect at the time of termination will continue to be paid during for a period of eighteen (18) months following the date of termination (hereinafter referred to as the “Change in Control Severance Period”), less standard deductions and withholdings, to be paid in equal installments during the Change in Control Severance Period according to the Company’s regular payroll practices, subject to any delay in payment required by Section 4.6 in connection with the Release Effective Date;
(b) Executive’s the Executive shall also receive a pro-rated portion of his target Initial Bonus in effect at or Bonus amount for the time year of termination, as applicable, if any such Initial Bonus or if noneBonus has been determined by the Board or the Compensation Committee to have been achieved, based on the last target actually achieved level of performance, in the ordinary course on the Bonus in effect for ExecutiveDetermination Date (pro-rated based upon the portion of the calendar year that the Executive was employed by the Company), less standard deductions and withholdings, to be paid in as a lump sum within ten (10) days following after the later of (i) Bonus Determination Date, subject to any delay in payment required by Section 4.6 in connection with the Release Effective Date, or (ii) the effective date of the Change in Control; and;
(c) in the event the Executive is eligible for and timely elects continued coverage under COBRA, the Company will continue to pay the same portion of Executive’s COBRA health insurance premium as the percentage of health insurance premiums that it paid during the Executive’s employmentpremium, including any amounts that Company paid for benefits to the qualifying family members of the Executive, following for the date of termination until the expiration of the COBRA Payment Change in Control Severance Period. Notwithstanding the foregoing, if the Company determines, in its sole discretion, that the Company cannot provide the COBRA premium benefits without potentially incurring financial costs or penalties under applicable law (including, without limitation, Section 2716 of the Public Health Service Act), the Company shall in lieu thereof pay Executive the Health Care Benefit Payment, which payment shall be made regardless of whether the Executive or his qualifying family members elect COBRA continuation coverage. The Health Care Benefit Payment shall be paid in monthly or bi-weekly installments on the same schedule that the COBRA premiums would otherwise have been paid to the insurer. The Health Care Benefit Payment shall be equal to the amount that the Company otherwise would have paid for COBRA insurance premiums (which amount shall be calculated based on the premium for the first month of coverage), and shall be paid until the expiration of the COBRA Payment Change in Control Severance Period;
(d) the vesting of the Executive’s Time-Based Vesting Equity Awards shall be fully accelerated such that on the effective date of such termination one hundred percent (100%) of any Time-Based Vesting Equity Awards granted to the Executive prior to such termination shall be fully vested and immediately exercisable, if applicable, by the Executive;
(e) the vesting of the Performance-Based Equity Awards shall be fully accelerated at the target performance level; and
(f) any remaining unpaid supplemental compensation under Section 3.11 that would have been paid to the Executive had the Executive continued his employment with the Company through January 1, 2025 shall be paid in a lump sum no later than thirty (30) days after the later of the Release Effective Date or the date of the Change in Control, subject to any delay in payment required by Section 4.6.
(g) the Executive shall be paid the target amount of Revenue Bonus for the remainder of the Performance Period commencing with the fiscal year that includes that date of Executive’s termination of employment which shall be paid in cash, less standard deductions and withholdings, on the later of: (i) the Release Effective Date, or (ii) within the fifteen (15) day period following the Change in Control, subject to any delay in payment required by Section 4.6. if the Share Price Goal was achieved on or prior to the date of Executive’s termination of employment, but the Share Price Bonus has not yet been paid, then the Share Price Bonus shall be paid in cash, less standard deductions and withholdings, on the later of: (i) the Release Effective Date, or (ii) within the fifteen (15) day period following the Change in Control, subject to any delay in payment required by Section 4.6.
Appears in 1 contract
In Connection With a Change in Control. If the Company (or its successor) terminates the Executive’s employment without Cause or the Executive terminates his employment for Good Reason within the period commencing ninety (90) days immediately prior to a Change in Control of the Company and ending eighteen (18) months immediately following a Change in Control of the Company (as defined in Section 4.5.4 4.5.5 of this Agreement), the Executive shall receive the Accrued Amounts subject to standard deductions and withholdings, to be paid as a lump sum no later than thirty (30) days after the date of termination. In addition, subject to the limitations stated in this Agreement and upon the Executive’s furnishing to the Company (or its successor) an executed Release within the applicable time period set forth therein, but in no event later than forty-five days following termination of employment and permitting such Release to become effective in accordance with its terms, and subject to Executive entering into no later than the Release Effective Date a non-competition and non-solicitation agreement to be effective during the Severance Period, substantially similar to Section 2.3, and continuing to abide by its terms during the Severance Period, then in lieu of (and not additional to) the benefits provided pursuant to Section 4.4.3(i) above, the Executive shall be entitled to:
(a) the equivalent of the Executive’s Base Salary in effect at the time of termination will continue to be paid during the Severance Period, less standard deductions and withholdings, to be paid during the Severance Period according to the Company’s regular payroll practices, subject to any delay in payment required by Section 4.6 in connection with the Release Effective Date;
(b) Executive’s target Bonus Award in effect at the time of termination, or if none, the last target Bonus Award in effect for Executive, less standard deductions and withholdings, to be paid in a lump sum within ten (10) days following the later of (i) the Release Effective Date, or (ii) the effective date of the Change in Control; and
(c) in the event the Executive timely elects continued coverage under COBRAhealth care coverage, the Company will continue to pay the same portion of Executive’s COBRA health insurance premium as the percentage of health insurance premiums that it paid during the Executive’s employment, including any amounts that Company paid for benefits to the qualifying family members of the Executive, following the date of termination until the expiration of the COBRA Health Care Payment Period. Notwithstanding the foregoing, if the Company determines, in its sole discretion, that the Company cannot provide the COBRA health care premium benefits without potentially incurring financial costs or penalties under applicable law (including, without limitation, Section 2716 of the Public Health Service ActAct or local law equivalent), the Company shall in lieu thereof pay Executive the Health Care Benefit Payment, which payment shall be made regardless of whether the Executive or his qualifying family members elect COBRA health continuation coverage. The Health Care Benefit Payment shall be paid in monthly or bi-weekly installments on the same schedule that the COBRA health care premiums would otherwise have been paid to the insurer. The Health Care Benefit Payment shall be equal to the amount that the Company otherwise would have paid for COBRA health care insurance premiums (which amount shall be calculated based on the premium for the first month of coverage), and shall be paid until the expiration of the COBRA Health Care Payment Period.
Appears in 1 contract
Samples: Executive Employment Agreement (Horizon Pharma PLC)
In Connection With a Change in Control. If the Company Qualifying Termination occurs either (or its successorA) terminates the Executive’s employment without Cause or the Executive terminates his employment for Good Reason within the period commencing ninety (90) days immediately three months prior to the effective date of a Change in Control of but during the Company and ending eighteen “Pre-Closing Period” (18as defined below) (a “Qualifying Pre-Closing Termination”), or (B) on the date of, or within twelve (12) months immediately following after, the effective date of a Change in Control (in either case, together with a Qualifying Pre-Closing Termination, a “CIC Qualifying Termination”), the Executive shall be entitled to the same payments and benefits set forth under Section 5(b)(i) above, except that (1) the Severance Period for purposes of Sections 5(b)(i)(l) and 5(b)(i)(4) shall extend for twelve (12) months instead of nine (9) months and (2) in lieu of the Company (as defined Annual Bonus set forth in Section 4.5.4 of this Agreement5(b)(i)(2), the Executive shall receive the Accrued Amounts subject Target Annual Bonus for the year in which the Executive’s Qualifying Termination occurs, pro-rated to standard deductions and withholdings, to be paid as a lump sum no later than thirty (30) days after reflect the Executive’s employment with the Company through the date of termination. In addition, subject which shall be payable to the limitations stated in this Agreement and upon Executive on the sixtieth (60th) day following the Executive’s furnishing to termination date, provided that if the Company (or its successorChange in Control occurs after a Qualifying Termination under Section 5(b)(i) an executed Release within the applicable time period set forth thereinabove, but prior to payment of the Annual Bonus for the year in no event later than forty-five days following which the Executive’s termination of employment and permitting such Release to become effective occurs, the pro-rated Target Annual Bonus described in accordance with its termsthis subsection (ii) shall be paid on the sixtieth (60th) day following the Change in Control. For the avoidance of doubt, if a Change in Control occurs after a Qualifying Termination under Section 5(b)(i) above, and subject to Executive entering into no later than after payment of the Release Effective Date a nonpro-competition agreement to be effective during the Severance Period, substantially similar to rated Annual Bonus described in Section 2.3, and continuing to abide by its terms during the Severance Period, then in lieu of (and not additional to) the benefits provided pursuant to Section 4.4.3(i) above5(b)(i)(2), the Executive shall not be entitled to:
eligible to receive any additional payments for any Annual Bonus, including the Target Annual Bonus described in this subsection (a) ii). For purposes of this Agreement, the equivalent of “Pre-Closing Period” means the Executive’s Base Salary in effect at the time of termination will continue to be paid during the Severance Period, less standard deductions and withholdings, to be paid during the Severance Period according to period commencing with the Company’s regular payroll practices, subject execution of a definitive agreement for a Change in Control transaction and ending upon the earlier to any delay in payment required by Section 4.6 in connection with the Release Effective Date;
(b) Executive’s target Bonus in effect at the time of termination, or if none, the last target Bonus in effect for Executive, less standard deductions and withholdings, to be paid in a lump sum within ten (10) days following the later occur of (iA) the Release Effective Date, or (ii) the effective date closing of the Change in Control; and
Control contemplated by such definitive agreement and (cB) in the event termination of such definitive agreement without the Executive timely elects continued coverage under COBRA, the Company will continue to pay the same portion of Executive’s COBRA health insurance premium as the percentage of health insurance premiums that it paid during the Executive’s employment, including any amounts that Company paid for benefits to the qualifying family members consummation of the Executive, following the date of termination until the expiration of the COBRA Payment Period. Notwithstanding the foregoing, if the Company determines, contemplated Change in its sole discretion, that the Company cannot provide the COBRA premium benefits without potentially incurring financial costs or penalties under applicable law (including, without limitation, Section 2716 of the Public Health Service Act), the Company shall in lieu thereof pay Executive the Health Care Benefit Payment, which payment shall be made regardless of whether the Executive or his qualifying family members elect COBRA continuation coverage. The Health Care Benefit Payment shall be paid in monthly or bi-weekly installments on the same schedule that the COBRA premiums would otherwise have been paid to the insurer. The Health Care Benefit Payment shall be equal to the amount that the Company otherwise would have paid for COBRA insurance premiums (which amount shall be calculated based on the premium for the first month of coverage), and shall be paid until the expiration of the COBRA Payment PeriodControl.
Appears in 1 contract
In Connection With a Change in Control. If the Company (or its successor) terminates the Executive’s employment without Cause or the Executive terminates his employment for Good Reason within the period commencing ninety three (903) days months immediately prior to a Change in Control of the Company and ending eighteen twelve (1812) months immediately following a Change in Control of the Company (as defined in Section 4.5.4 of this Agreement), the Executive shall receive the Accrued Amounts subject to standard deductions and withholdings, to be paid as a lump sum no later than thirty (30) days after the date of termination. In addition, subject to the limitations stated in this Agreement and upon the Executive’s furnishing to the Company (or its successor) an executed Release within the applicable time period set forth therein, but in no event later than forty-five days following termination of employment and permitting such Release to become effective in accordance with its terms, and subject to Executive entering into no later than the Release Effective Date a non-competition agreement to be effective during the Severance Period, substantially similar to Section 2.3, and continuing to abide by its terms during the Severance Period, then in lieu of (and not additional to) the benefits provided pursuant to Section 4.4.3(i) above, the Executive shall be entitled to:
(a) the equivalent of one (1) times the Executive’s annual Base Salary in effect at the time of termination will continue to be paid during the Severance Period, less standard deductions and withholdings, to be paid during in a lump sum on the Severance Period according to the Company’s first regular payroll practices, subject to any delay in payment required by Section 4.6 in connection with date following the Release Effective Date;
(bi) Executive’s an amount equal to one (1) times the target Bonus in effect at for the time year of termination, or if none, one (1) times the last target Bonus in effect for Executive, less standard deductions and withholdings, to be paid in a lump sum on the first regular payroll date following the Release Effective Date, plus (ii) a pro-rated portion of his target Bonus amount for the year of termination, if any, provided such Bonus has been determined by the Board or the Compensation Committee to have been achieved in the ordinary course when determinations are made for all officers and employees of the Company based upon the metrics associated with such Bonus (the “Bonus Determination Date”) (pro-rated based upon the portion of the calendar year that the Executive was employed by the Company), less standard deductions and withholdings, to be paid as a lump sum within ten (10) days following after the later of (i) Bonus Determination Date, subject to any delay in payment required by Section 4.6 in connection with the Release Effective Date, or (ii) the effective date of the Change in Control; and
(c) in the event the Executive timely elects continued coverage under COBRA, the Company will continue to pay the same portion of Executive’s COBRA health insurance premium as the percentage of health insurance premiums that it paid during the Executive’s employmentpremium, including any amounts that Company paid for benefits to the qualifying family members of the Executive, following for the date of termination until the expiration of the COBRA Payment Change in Control Severance Period. Notwithstanding the foregoing, if the Company determines, in its sole discretion, that the Company cannot provide the COBRA premium benefits without potentially incurring financial costs or penalties under applicable law (including, without limitation, Section 2716 of the Public Health Service Act), the Company shall in lieu thereof pay Executive the Health Care Benefit Payment, which payment shall be made regardless of whether the Executive or his qualifying family members elect COBRA continuation coverage. The Health Care Benefit Payment shall be paid in monthly or bi-weekly installments on the same schedule that the COBRA premiums would otherwise have been paid to the insurer. The Health Care Benefit Payment shall be equal to the amount that the Company otherwise would have paid for COBRA insurance premiums (which amount shall be calculated based on the premium for the first month of coverage), and shall be paid until the expiration of the COBRA Payment Change in Control Severance Period.
Appears in 1 contract
In Connection With a Change in Control. If the Company (or its successor) terminates the Executive’s employment without Cause or the Executive terminates his employment for Good Reason within the period commencing ninety three (903) days months immediately prior to a Change in Control of the Company and ending eighteen twelve (1812) months immediately following a Change in Control of the Company (as defined in Section 4.5.4 of this Agreement), the Executive shall receive the Accrued Amounts subject to standard deductions and withholdings, to be paid as a lump sum no later than thirty (30) days after the date of termination. In addition, subject to the limitations stated in this Agreement and upon the Executive’s furnishing to the Company (or its successor) an executed Release within the applicable time period set forth therein, but in no event later than forty-five days following termination of employment and permitting such Release to become effective in accordance with its terms, and subject to Executive entering into no later than the Release Effective Date a non-competition agreement to be effective during the Severance Period, substantially similar to Section 2.3, and continuing to abide by its terms during the Severance Period, then in lieu of (and not additional to) the benefits provided pursuant to Section 4.4.3(i) above, the Executive shall be entitled to:
(a) the equivalent of one (1) times the Executive’s annual Base Salary in effect at the time of termination will continue to be paid during the Severance Period, less standard deductions and withholdings, withholdings to be paid during in a lump sum on the Severance Period according to the Company’s first regular payroll practices, subject to any delay in payment required by Section 4.6 in connection with date following the Release Effective Date;
(b) (i) an amount equal to one (1) times Executive’s target Bonus in effect at for the time year of termination, or if none, one (1) times the last target Bonus in effect for Executive, less standard deductions and withholdings, to be paid in a lump sum on the first regular payroll date following the Release Effective Date, plus (ii) a pro-rated portion of Executive’s target Bonus amount for the year of termination, if any, provided such Bonus has been determined by the Board or the Compensation Committee to have been achieved in the ordinary course when determinations are made for all officers and employees of the Company based upon the metrics associated with such Bonus (the “Bonus Determination Date”) (pro-rated based upon the portion of the calendar year that the Executive was employed by the Company), less standard deductions and withholdings, to be paid as a lump sum within ten (10) days following after the later of (i) Bonus Determination Date, subject to any delay in payment required by Section 4.6 in connection with the Release Effective Date, or (ii) the effective date of the Change in Control; and;
(c) in the event the Executive timely elects continued coverage under COBRA, the Company will continue to pay the same portion of Executive’s COBRA health insurance premium as the percentage of health insurance premiums that it paid during the Executive’s employmentpremium, including any amounts that Company paid for benefits to the qualifying family members of the Executive, following for the date of termination until the expiration of the COBRA Payment Change in Control Severance Period. Notwithstanding the foregoing, if the Company determines, in its sole discretion, that the Company cannot provide the COBRA premium benefits without potentially incurring financial costs or penalties under applicable law (including, without limitation, Section 2716 of the Public Health Service Act), the Company shall in lieu thereof pay Executive the Health Care Benefit Payment, which payment shall be made regardless of whether the Executive or his qualifying family members elect COBRA continuation coverage. The Health Care Benefit Payment shall be paid in monthly or bi-weekly installments on the same schedule that the COBRA premiums would otherwise have been paid to the insurer. The Health Care Benefit Payment shall be equal to the amount that the Company otherwise would have paid for COBRA insurance premiums (which amount shall be calculated based on the premium for the first month of coverage), and shall be paid until the expiration of the COBRA Payment Change in Control Severance Period.
Appears in 1 contract
In Connection With a Change in Control. If the Company (or its successor) terminates the Executive’s employment without Cause or the Executive terminates his employment for Good Reason within the period commencing ninety three (903) days months immediately prior to a Change in Control of the Company and ending eighteen (18) months immediately following a Change in Control of the Company (as defined in Section 4.5.4 of this Agreement), the Executive shall receive the Accrued Amounts subject to standard deductions and withholdings, to be paid as a lump sum no later than thirty (30) days after the date of termination. In addition, subject to the limitations stated in this Agreement and upon the Executive’s furnishing to the Company (or its successor) an executed Release within the applicable time period set forth therein, but in no event later than forty-five days following termination of employment and permitting such Release to become effective in accordance with its terms, and subject to Executive entering into no later than the Release Effective Date a non-competition agreement to be effective during the Change in Control Severance PeriodPeriod (as defined below), substantially similar to Section 2.3, and continuing to abide by its terms during the Change in Control Severance Period, then in lieu of (and not additional to) the benefits provided pursuant to Section 4.4.3(i) above, the Executive shall be entitled to:
(a) the equivalent of the Executive’s Base Salary in effect at the time of termination will continue to be paid during for a period of thirty-six (36) months following the date of termination (hereinafter referred to as the “Change in Control Severance Period”), less standard deductions and withholdings, to be paid during the Change in Control Severance Period according to the Company’s regular payroll practices, subject to any delay in payment required by Section 4.6 in connection with the Release Effective Date;
(b) three (3) times Executive’s target Bonus in effect at the time of termination, or if none, three (3) times the last target Bonus in effect for Executive, less standard deductions and withholdings, to be paid in a lump sum within ten (10) days following the later of (i) the Release Effective Date, or (ii) the effective date of the Change in Control; and
(c) in the event the Executive timely elects continued coverage under COBRA, the Company will continue to pay the same portion of Executive’s COBRA health insurance premium as the percentage of health insurance premiums that it paid during the Executive’s employment, including any amounts that Company paid for benefits to the qualifying family members of the Executive, following the date of termination up until the expiration earlier of either (i) the date thirty-six (36) months following the date of termination or, (ii) the date on which the Executive begins full-time employment with another company or business entity which offers comparable health insurance coverage to the Executive (such period, the “Change in Control COBRA Payment Period”). Notwithstanding the foregoing, if the Company determines, in its sole discretion, that the Company cannot provide the COBRA premium benefits without potentially incurring financial costs or penalties under applicable law (including, without limitation, Section 2716 of the Public Health Service Act), the Company shall in lieu thereof pay Executive the Health Care Benefit Payment, which payment shall be made regardless of whether the Executive or his qualifying family members elect COBRA continuation coverage. The Health Care Benefit Payment shall be paid in monthly or bi-weekly installments on the same schedule that the COBRA premiums would otherwise have been paid to the insurer. The Health Care Benefit Payment shall be equal to the amount that the Company otherwise would have paid for COBRA insurance premiums (which amount shall be calculated based on the premium for the first month of coverage), and shall be paid until the expiration of the Change in Control COBRA Payment Period.
Appears in 1 contract
Samples: Executive Employment Agreement (Horizon Pharma PLC)
In Connection With a Change in Control. If the Company (or its successor) terminates the Executive’s employment without Cause or the Executive terminates his employment for Good Reason within the period commencing ninety three (903) days months immediately prior to a Change in Control of the Company and ending eighteen (18) months immediately following a Change in Control of the Company (as defined in Section 4.5.4 of this Agreement), the Executive shall receive the Accrued Amounts and any then-unpaid portion of the Sign-on Bonus subject to standard deductions and withholdings, to be paid as a lump sum no later than thirty (30) days after the date of termination. In addition, subject to the limitations stated in this Agreement and upon the Executive’s furnishing to the Company (or its successor) an executed Release within the applicable time period set forth therein, but in no event later than forty-five days following termination of employment and permitting such Release to become effective in accordance with its terms, and subject to Executive entering into no later than the Release Effective Date a non-competition agreement to be effective during the Severance Period, substantially similar to Section 2.3, and continuing to abide by its terms during the Severance Period, then in lieu of (and not additional to) the benefits provided pursuant to Section 4.4.3(i) above, the Executive shall be entitled to:
(a) the equivalent of the Executive’s Base Salary in effect at the time of termination will continue to be paid during for a period of eighteen (18) months following the date of termination (hereinafter referred to as the “Change in Control Severance Period”), less standard deductions and withholdings, to be paid during the Change in Control Severance Period according to the Company’s regular payroll practices, subject to any delay in payment required by Section 4.6 in connection with the Release Effective Date;
(b) one and half (1.5) times Executive’s target Bonus in effect at the time of termination, or if none, one and half (1.5) times the last target Bonus in effect for Executive, less standard deductions and withholdings, to be paid in a lump sum within ten (10) days following the later of (i) the Release Effective Date, or (ii) the effective date of the Change in Control; andwithin
(c) in the event the Executive timely elects continued coverage under COBRA, the Company will continue to pay the same portion of Executive’s COBRA health insurance premium as the percentage of health insurance premiums that it paid during the Executive’s employment, including any amounts that Company paid for benefits to the qualifying family members of the Executive, following the date of termination until the expiration of the COBRA Payment Change in Control Severance Period. Notwithstanding the foregoing, if the Company determines, in its sole discretion, that the Company cannot provide the COBRA premium benefits without potentially incurring financial costs or penalties under applicable law (including, without limitation, Section 2716 of the Public Health Service Act), the Company shall in lieu thereof pay Executive the Health Care Benefit Payment, which payment shall be made regardless of whether the Executive or his qualifying family members elect COBRA continuation coverage. The Health Care Benefit Payment shall be paid in monthly or bi-weekly installments on the same schedule that the COBRA premiums would otherwise have been paid to the insurer. The Health Care Benefit Payment shall be equal to the amount that the Company otherwise would have paid for COBRA insurance premiums (which amount shall be calculated based on the premium for the first month of coverage), and shall be paid until the expiration of the COBRA Payment Change in Control Severance Period.
Appears in 1 contract
Samples: Executive Employment Agreement (Horizon Therapeutics Public LTD Co)
In Connection With a Change in Control. If In the event that there is a Change in Control (as defined below) and Executive's employment with the Company (or and its successor) subsidiaries terminates the Executive’s employment without Cause or the Executive terminates his employment for Good Reason within the period commencing either ninety (90) days immediately prior to a or within two (2) years following such Change in Control of (x) by the Company and ending eighteen any of its subsidiaries without Cause or (18y) months immediately by Executive for Good Reason, the Executive will be entitled to the Accrued Benefits and, subject to the Executive's execution without revocation of a valid release agreement, substantially in the form attached hereto as Exhibit A, within forty-five (45) days following a Change in Control the date of termination of the Company (as defined in Section 4.5.4 of this Agreement)Executive's employment, the Executive shall receive the Accrued Amounts subject to standard deductions severance payments and withholdings, to be paid as a lump sum no later than thirty (30) days after the date of termination. In addition, subject to the limitations stated in this Agreement and upon the Executive’s furnishing to the Company (or its successor) an executed Release within the applicable time period benefits set forth thereinin paragraphs (a), but in no event later than forty-five days following termination (b) and (c) of employment and permitting such Release to become effective in accordance with its terms, and subject to Executive entering into no later than the Release Effective Date a non-competition agreement to be effective during the Severance Period, substantially similar to this Section 2.3, and continuing to abide by its terms during the Severance Period, then in lieu of (and not additional to) the benefits provided pursuant to Section 4.4.3(i) above, the Executive shall be entitled to:5.4.
(a) the equivalent a prorated portion of the Executive’s Base Salary in effect at the time of termination will continue to be paid during the Severance Period, less standard deductions and withholdings, to be paid during the Severance Period according Bonus that would have been payable to the Executive through the Termination Date; based on the Company’s regular payroll practices's performance targets being met from the beginning of the fiscal year through the Termination Date, subject payable when such Bonus is paid to any delay in payment required by Section 4.6 in connection with the Release Effective Date;other executives; and,
(b) Executive’s target Bonus in effect at the time of termination, or if none, the last target Bonus in effect for Executive, less standard deductions and withholdings, to be paid in a lump sum within ten severance payment equal two (102) days times the sum of Base Salary plus Bonus at Target, payable on the sixtieth (60th) day following the later of (i) the Release Effective Termination Date, or (ii) the effective date of the Change in Control; and
(c) in reimbursement on a monthly basis, beginning on the event 60th day following such termination, of the cost of continuation coverage of group health coverage pursuant to COBRA, for a maximum of eighteen (18) months following the Termination Date to the extent the Executive timely elects continued such continuation coverage under COBRA, the Company will continue to pay the same portion of Executive’s COBRA health insurance premium as the percentage of health insurance premiums that it paid during the Executive’s employment, including any amounts that Company paid for benefits and is eligible and subject to the qualifying family members terms of the Executive, following plan and applicable law; provided that if the date of termination until the expiration of the COBRA Payment PeriodExecutive becomes eligible to receive coverage from a new employer he shall cease to be entitled to such reimbursement. Notwithstanding the foregoing, if the Company determines, in its sole discretion, that the Company cannot provide the COBRA premium benefits without potentially incurring financial costs or penalties under applicable law (including, without limitation, Section 2716 of the Public Health Service Act), the Company shall have no obligation to provide the severance payments or benefits set forth above in lieu thereof pay Executive the Health Care Benefit Payment, which payment shall be made regardless of whether event that the Executive or his qualifying family members elect COBRA continuation coverage. The Health Care Benefit Payment shall be paid in monthly or bi-weekly installments on the same schedule that the COBRA premiums would otherwise have been paid to the insurer. The Health Care Benefit Payment shall be equal to the amount that the Company otherwise would have paid for COBRA insurance premiums (which amount shall be calculated based on the premium for the first month of coverage), and shall be paid until the expiration breaches any of the COBRA Payment Periodprovisions of Section 6. For the avoidance of doubt, in the event the Executive's employment is terminated in accordance with this Section 5.4, the Executive shall not be entitled to any payments or benefits under Section 5.3.
Appears in 1 contract
In Connection With a Change in Control. If the Company Qualifying Termination occurs either (or its successorA) terminates the Executive’s employment without Cause or the Executive terminates his employment for Good Reason within the period commencing ninety (90) days immediately three months prior to the effective date of a Change in Control but during the “PreClosing Period” (as defined below) (a “Qualifying PreClosing Termination”), or (B) on the date of, or within twelve (12) months after, the effective date of a Change in Control (in either case, together with a Qualifying PreClosing Termination, a “CIC Qualifying Termination”), the Company Executive shall be entitled to the same payments and ending benefits set forth under Section 5(b)(i) above, except that (1) the Severance Period for purposes of Sections 5(b)(i)(1) and 5(b)(i)(4) shall extend for eighteen (18) months immediately following a Change instead of twelve (12) months and (2) in Control lieu of the Company (as defined Annual Bonus set forth in Section 4.5.4 of this Agreement5(b)(i)(2), the Executive shall receive the Accrued Amounts subject Target Annual Bonus for the year in which the Executive’s Qualifying Termination occurs, prorated to standard deductions and withholdings, to be paid as a lump sum no later than thirty (30) days after reflect the Executive’s employment with the Company through the date of termination. In addition, subject which shall be payable to the limitations stated in this Agreement and upon Executive on the sixtieth (60th) day following the Executive’s furnishing to employment termination date, provided that if the Company (or its successorChange in Control occurs after a Qualifying Termination under Section 5(b)(i) an executed Release within the applicable time period set forth thereinabove, but prior to payment of the Annual Bonus for the year in no event later than forty-five days following which the Executive’s termination of employment and permitting such Release to become effective occurs, the prorated Target Annual Bonus described in accordance with its termsthis subsection (ii) shall be paid on the sixtieth (60th) day following the Change in Control. For the avoidance of doubt, if a Change in Control (iii)occurs after a Qualifying Termination under Section 5(b)(i) above, and subject to Executive entering into no later than after payment of the Release Effective Date a non-competition agreement to be effective during the Severance Period, substantially similar to prorated Annual Bonus described in Section 2.3, and continuing to abide by its terms during the Severance Period, then in lieu of (and not additional to) the benefits provided pursuant to Section 4.4.3(i) above5(b)(i)(2), the Executive shall not be entitled to:
eligible to receive any additional payments for any Annual Bonus, including the Target Annual Bonus described in this subsection (a) ii). For purposes of this Agreement, the equivalent of “PreClosing Period” means the Executive’s Base Salary in effect at the time of termination will continue to be paid during the Severance Period, less standard deductions and withholdings, to be paid during the Severance Period according to period commencing with the Company’s regular payroll practices, subject execution of a definitive agreement for a Change in Control transaction and ending upon the earlier to any delay in payment required by Section 4.6 in connection with the Release Effective Date;
(b) Executive’s target Bonus in effect at the time of termination, or if none, the last target Bonus in effect for Executive, less standard deductions and withholdings, to be paid in a lump sum within ten (10) days following the later occur of (iA) the Release Effective Date, or (ii) the effective date closing of the Change in Control; and
Control contemplated by such definitive agreement and (cB) in the event termination of such definitive agreement without the Executive timely elects continued coverage under COBRA, the Company will continue to pay the same portion of Executive’s COBRA health insurance premium as the percentage of health insurance premiums that it paid during the Executive’s employment, including any amounts that Company paid for benefits to the qualifying family members consummation of the Executive, following the date of termination until the expiration of the COBRA Payment Period. Notwithstanding the foregoing, if the Company determines, contemplated Change in its sole discretion, that the Company cannot provide the COBRA premium benefits without potentially incurring financial costs or penalties under applicable law (including, without limitation, Section 2716 of the Public Health Service Act), the Company shall in lieu thereof pay Executive the Health Care Benefit Payment, which payment shall be made regardless of whether the Executive or his qualifying family members elect COBRA continuation coverage. The Health Care Benefit Payment shall be paid in monthly or bi-weekly installments on the same schedule that the COBRA premiums would otherwise have been paid to the insurer. The Health Care Benefit Payment shall be equal to the amount that the Company otherwise would have paid for COBRA insurance premiums (which amount shall be calculated based on the premium for the first month of coverage), and shall be paid until the expiration of the COBRA Payment PeriodControl.
Appears in 1 contract
In Connection With a Change in Control. If In the event that there is a Change in Control (as defined below) and Executive's employment with the Company (or and its successor) subsidiaries terminates the Executive’s employment without Cause or the Executive terminates his employment for Good Reason within the period commencing either ninety (90) days immediately prior to a or within two (2) years following such Change in Control of (x) by the Company and ending eighteen any of its subsidiaries without Cause or (18y) months immediately by Executive for Good Reason, the Executive will be entitled to the Accrued Benefits and, subject to the Executive's execution without revocation of a valid release agreement, substantially in the form attached hereto as Exhibit A, within forty-five (45) days following a Change in Control the date of termination of the Company (as defined in Section 4.5.4 of this Agreement)Executive's employment, the Executive shall receive the Accrued Amounts subject to standard deductions severance payments and withholdings, to be paid as a lump sum no later than thirty (30) days after the date of termination. In addition, subject to the limitations stated in this Agreement and upon the Executive’s furnishing to the Company (or its successor) an executed Release within the applicable time period benefits set forth therein, but in no event later than forty-five days following termination paragraphs (a) and (b) of employment and permitting such Release to become effective in accordance with its terms, and subject to Executive entering into no later than the Release Effective Date a non-competition agreement to be effective during the Severance Period, substantially similar to this Section 2.3, and continuing to abide by its terms during the Severance Period, then in lieu of (and not additional to) the benefits provided pursuant to Section 4.4.3(i) above, the Executive shall be entitled to:5.4.
(a) the equivalent a prorated portion of the Executive’s Base Salary in effect at the time of termination will continue to be paid during the Severance Period, less standard deductions and withholdings, to be paid during the Severance Period according Bonus that would have been payable to the Executive through the Termination Date; based on the Company’s regular payroll practices's performance targets being met from the beginning of the fiscal year through the Termination Date, subject payable when such Bonus is paid to any delay in payment required by Section 4.6 in connection with the Release Effective Date;other executives; and
(b) Executive’s target Bonus in effect at the time of termination, or if none, the last target Bonus in effect for Executive, less standard deductions and withholdings, to be paid in a lump sum within ten severance payment equal two (102) days times the sum of Base Salary plus Bonus at Target, payable on the sixtieth (60th) day following the later of (i) the Release Effective Termination Date, or (ii) the effective date of the Change in Control; and
(c) in reimbursement on a monthly basis, beginning on the event 60th day following such termination, of the cost of continuation coverage of group health coverage pursuant to COBRA, for a maximum of eighteen (18) months following the Termination Date to the extent the Executive timely elects continued such continuation coverage under COBRA, the Company will continue to pay the same portion of Executive’s COBRA health insurance premium as the percentage of health insurance premiums that it paid during the Executive’s employment, including any amounts that Company paid for benefits and is eligible and subject to the qualifying family members terms of the Executive, following plan and applicable law; provided that if the date of termination until the expiration of the COBRA Payment PeriodExecutive becomes eligible to receive coverage from a new employer he shall cease to be entitled to such reimbursement. Notwithstanding the foregoing, if the Company determines, in its sole discretion, that the Company cannot provide the COBRA premium benefits without potentially incurring financial costs or penalties under applicable law (including, without limitation, Section 2716 of the Public Health Service Act), the Company shall have no obligation to provide the severance payments or benefits set forth above in lieu thereof pay Executive the Health Care Benefit Payment, which payment shall be made regardless of whether event that the Executive or his qualifying family members elect COBRA continuation coverage. The Health Care Benefit Payment shall be paid in monthly or bi-weekly installments on the same schedule that the COBRA premiums would otherwise have been paid to the insurer. The Health Care Benefit Payment shall be equal to the amount that the Company otherwise would have paid for COBRA insurance premiums (which amount shall be calculated based on the premium for the first month of coverage), and shall be paid until the expiration breaches any of the COBRA Payment Periodprovisions of Section 6. For the avoidance of doubt, in the event the Executive's employment is terminated in accordance with this Section 5.4, the Executive shall not be entitled to any payments or benefits under Section 5.3.
Appears in 1 contract
In Connection With a Change in Control. If In the event that there is a Change in Control (as defined below) and either (A) Executive's employment with the Company (or and its successor) subsidiaries terminates the Executive’s employment without Cause or the Executive terminates his employment for Good Reason either within the period commencing ninety (90) days immediately prior to a or within three (3) years following such Change in Control of (x) by the Company and ending eighteen any of its subsidiaries without Cause or (18y) months immediately by Executive for Good Reason, the Executive will be entitled to the Accrued Benefits and, subject to the Executive's execution without revocation of a valid release agreement, substantially in the form attached hereto as Exhibit A, within forty-five (45) days following a Change in Control the date of termination of the Company (as defined in Section 4.5.4 of this Agreement)Executive's employment, the Executive shall receive the Accrued Amounts subject to standard deductions severance payments and withholdings, to be paid as a lump sum no later than thirty (30) days after the date of termination. In addition, subject to the limitations stated in this Agreement and upon the Executive’s furnishing to the Company (or its successor) an executed Release within the applicable time period benefits set forth therein, but in no event later than forty-five days following termination paragraphs (a) (b) and (c) of employment and permitting such Release to become effective in accordance with its terms, and subject to Executive entering into no later than the Release Effective Date a non-competition agreement to be effective during the Severance Period, substantially similar to this Section 2.3, and continuing to abide by its terms during the Severance Period, then in lieu of (and not additional to) the benefits provided pursuant to Section 4.4.3(i) above, the Executive shall be entitled to:5.4.
(a) the equivalent a prorated portion of the Executive’s Base Salary in effect at the time of termination will continue to be paid during the Severance Period, less standard deductions and withholdings, to be paid during the Severance Period according Bonus that would have been payable to the Executive through the Termination Date; based on the Company’s regular payroll practices's performance targets being met from the beginning of the fiscal year through the Termination Date, subject payable when such Bonus is paid to any delay in payment required by Section 4.6 in connection with the Release Effective Date;other executives; and,
(b) Executive’s target Bonus in effect at the time of termination, or if none, the last target Bonus in effect for Executive, less standard deductions and withholdings, to be paid in a lump sum within ten severance payment equal to three (103) days times the sum of Base Salary plus Bonus at Target, payable on the sixtieth (60th) day following the later of (i) the Release Effective termination Date, or (ii) the effective date of the Change in Control; and
(c) in reimbursement on a monthly basis, beginning on the event 60th day following such termination, of the cost of continuation coverage of group health coverage pursuant to COBRA, for a maximum of eighteen (18) months following the Termination Date to the extent the Executive timely elects continued such continuation coverage under COBRA, the Company will continue to pay the same portion of Executive’s COBRA health insurance premium as the percentage of health insurance premiums that it paid during the Executive’s employment, including any amounts that Company paid for benefits and is eligible and subject to the qualifying family members terms of the Executive, following plan and applicable law; provided that if the date of termination until the expiration of the COBRA Payment PeriodExecutive becomes eligible to receive coverage from a new employer he shall cease to be entitled to such reimbursement. Notwithstanding the foregoing, if the Company determines, in its sole discretion, that the Company cannot provide the COBRA premium benefits without potentially incurring financial costs or penalties under applicable law (including, without limitation, Section 2716 of the Public Health Service Act), the Company shall have no obligation to provide the severance payments or benefits set forth above in lieu thereof pay Executive the Health Care Benefit Payment, which payment shall be made regardless of whether event that the Executive or his qualifying family members elect COBRA continuation coverage. The Health Care Benefit Payment shall be paid in monthly or bi-weekly installments on the same schedule that the COBRA premiums would otherwise have been paid to the insurer. The Health Care Benefit Payment shall be equal to the amount that the Company otherwise would have paid for COBRA insurance premiums (which amount shall be calculated based on the premium for the first month of coverage), and shall be paid until the expiration breaches any of the COBRA Payment Periodprovisions of Section 6. For the avoidance of doubt, in the event the Executive's employment is terminated in accordance with this Section 5.4, the Executive shall not be entitled to any payments or benefits under Section 5.3.
Appears in 1 contract
In Connection With a Change in Control. If In the Company event that there is a Change in Control (or its successoras defined below) terminates the and Executive’s employment without Cause or with the Executive Company and its subsidiaries terminates his employment for Good Reason within the period commencing either ninety (90) days immediately prior to a or within three (3) years following such Change in Control of (x) by the Company and ending eighteen any of its subsidiaries without Cause or (18y) months immediately by Executive for Good Reason, the Executive will be entitled to the Accrued Benefits and, subject to the Executive’s execution without revocation of a valid release agreement, substantially in the form attached hereto as Exhibit A, within forty-five (45) days following a Change in Control the date of termination of the Company (as defined in Section 4.5.4 of this Agreement)Executive’s employment, the Executive shall receive the Accrued Amounts subject to standard deductions severance payments and withholdings, to be paid as a lump sum no later than thirty (30) days after the date of termination. In addition, subject to the limitations stated in this Agreement and upon the Executive’s furnishing to the Company (or its successor) an executed Release within the applicable time period benefits set forth thereinin paragraphs (a), but in no event later than forty-five days following termination (b) and (c) of employment and permitting such Release to become effective in accordance with its terms, and subject to Executive entering into no later than the Release Effective Date a non-competition agreement to be effective during the Severance Period, substantially similar to this Section 2.3, and continuing to abide by its terms during the Severance Period, then in lieu of (and not additional to) the benefits provided pursuant to Section 4.4.3(i) above, the Executive shall be entitled to:5.4.
(a) the equivalent a prorated portion of the Executive’s Base Salary in effect at Bonus that would have been payable to the time of termination will continue to be paid during Executive through the Severance PeriodTermination Date, less standard deductions and withholdings, to be paid during the Severance Period according to based on the Company’s regular payroll practicesperformance targets being met from the beginning of the fiscal year through the Termination Date, subject payable within two and one-half months following the fiscal year to any delay in payment required by Section 4.6 in connection with which the Release Effective Date;Bonus relates; and
(b) Executive’s target a severance payment equal to three (3) times the sum of (x) Base Salary plus (y) Bonus at Target, payable in effect at equal installments over thirty-six (36) months in accordance with the time of termination, or if none, normal Company payroll process beginning on the last target Bonus in effect for Executive, less standard deductions and withholdings, to be paid in a lump sum within ten sixtieth (1060th) days day following the later of (i) the Release Effective Termination Date, or (ii) the effective date of the Change in Control; and
(c) in reimbursement on a monthly basis, beginning on the event 60th day following such termination, of the cost of continuation coverage of group health coverage pursuant to COBRA, for a maximum of eighteen (18) months following the Termination Date to the extent the Executive timely elects continued such continuation coverage under COBRA, the Company will continue to pay the same portion of Executive’s COBRA health insurance premium as the percentage of health insurance premiums that it paid during the Executive’s employment, including any amounts that Company paid for benefits and is eligible and subject to the qualifying family members terms of the Executive, following plan and applicable law; provided that if the date of termination until the expiration of the COBRA Payment PeriodExecutive becomes eligible to receive coverage from a new employer he shall cease to be entitled to such reimbursement. Notwithstanding the foregoing, if the Company determines, in its sole discretion, that the Company cannot provide the COBRA premium benefits without potentially incurring financial costs or penalties under applicable law (including, without limitation, Section 2716 of the Public Health Service Act), the Company shall have no obligation to provide the severance payments or benefits set forth above in lieu thereof pay Executive the Health Care Benefit Payment, which payment shall be made regardless of whether event that the Executive or his qualifying family members elect COBRA continuation coverage. The Health Care Benefit Payment shall be paid in monthly or bi-weekly installments on the same schedule that the COBRA premiums would otherwise have been paid to the insurer. The Health Care Benefit Payment shall be equal to the amount that the Company otherwise would have paid for COBRA insurance premiums (which amount shall be calculated based on the premium for the first month of coverage), and shall be paid until the expiration breaches any of the COBRA Payment Periodprovisions of Section 6. For the avoidance of doubt, in the event the Executive’s employment is terminated in accordance with this Section 5.4, the Executive shall not be entitled to any payments or benefits under Section 5.3.
Appears in 1 contract
In Connection With a Change in Control. If the Company Qualifying Termination occurs either (or its successorA) terminates the Executive’s employment without Cause or the Executive terminates his employment for Good Reason within the period commencing ninety (90) days immediately three months prior to the effective date of a Change in Control but during the “Pre-Closing Period” (as defined below) (a “Qualifying Pre-Closing Termination”), or (B) on the date of, or within twelve (12) months after, the effective date of a Change in Control (in either case, together with a Qualifying Pre-Closing Termination, a “CIC Qualifying Termination”), the Company Executive shall be entitled to the same payments and ending benefits set forth under Section 5(b)(i) above, except that (1) the Severance Period for purposes of Sections 5(b)(i)(1) and 5(b)(i)(4) shall extend for eighteen (18) months immediately following a Change instead of twelve (12) months and (2) in Control lieu of the Company (as defined Annual Bonus set forth in Section 4.5.4 of this Agreement5(b)(i)(2), the Executive shall receive the Accrued Amounts subject Target Annual Bonus for the year in which the Executive’s Qualifying Termination occurs, pro-rated to standard deductions and withholdings, to be paid as a lump sum no later than thirty (30) days after reflect the Executive’s employment with the Company through the date of termination. In addition, subject which shall be payable to the limitations stated in this Agreement and upon Executive on the sixtieth (60th) day following the Executive’s furnishing to termination date, provided that if the Company (or its successorChange in Control occurs after a Qualifying Termination under Section 5(b)(i) an executed Release within the applicable time period set forth thereinabove, but prior to payment of the Annual Bonus for the year in no event later than forty-five days following which the Executive’s termination of employment and permitting such Release to become effective occurs, the pro-rated Target Annual Bonus described in accordance with its termsthis subsection (ii) shall be paid on the sixtieth (60th) day following the Change in Control. For the avoidance of doubt, if a Change in Control occurs after a Qualifying Termination under Section 5(b)(i) above, and subject to Executive entering into no later than after payment of the Release Effective Date a nonpro-competition agreement to be effective during the Severance Period, substantially similar to rated Annual Bonus described in Section 2.3, and continuing to abide by its terms during the Severance Period, then in lieu of (and not additional to) the benefits provided pursuant to Section 4.4.3(i) above5(b)(i)(2), the Executive shall not be entitled to:
eligible to receive any additional payments for any Annual Bonus, including the Target Annual Bonus described in this subsection (a) ii). For purposes of this Agreement, the equivalent of “Pre-Closing Period” means the Executive’s Base Salary in effect at the time of termination will continue to be paid during the Severance Period, less standard deductions and withholdings, to be paid during the Severance Period according to period commencing with the Company’s regular payroll practices, subject execution of a definitive agreement for a Change in Control transaction and ending upon the earlier to any delay in payment required by Section 4.6 in connection with the Release Effective Date;
(b) Executive’s target Bonus in effect at the time of termination, or if none, the last target Bonus in effect for Executive, less standard deductions and withholdings, to be paid in a lump sum within ten (10) days following the later occur of (iA) the Release Effective Date, or (ii) the effective date closing of the Change in Control; and
Control contemplated by such definitive agreement and (cB) in the event termination of such definitive agreement without the Executive timely elects continued coverage under COBRA, the Company will continue to pay the same portion of Executive’s COBRA health insurance premium as the percentage of health insurance premiums that it paid during the Executive’s employment, including any amounts that Company paid for benefits to the qualifying family members consummation of the Executive, following the date of termination until the expiration of the COBRA Payment Period. Notwithstanding the foregoing, if the Company determines, contemplated Change in its sole discretion, that the Company cannot provide the COBRA premium benefits without potentially incurring financial costs or penalties under applicable law (including, without limitation, Section 2716 of the Public Health Service Act), the Company shall in lieu thereof pay Executive the Health Care Benefit Payment, which payment shall be made regardless of whether the Executive or his qualifying family members elect COBRA continuation coverage. The Health Care Benefit Payment shall be paid in monthly or bi-weekly installments on the same schedule that the COBRA premiums would otherwise have been paid to the insurer. The Health Care Benefit Payment shall be equal to the amount that the Company otherwise would have paid for COBRA insurance premiums (which amount shall be calculated based on the premium for the first month of coverage), and shall be paid until the expiration of the COBRA Payment PeriodControl.
Appears in 1 contract
Samples: Employment Agreement (Valeritas Inc)
In Connection With a Change in Control. If the Company (or its successor) terminates the Executive’s employment without Cause or the Executive terminates his employment for Good Reason within the period commencing ninety three (903) days months immediately prior to a Change in Control of the Company and ending eighteen (18) months immediately following a Change in Control of the Company (as defined in Section 4.5.4 of this Agreement), the Executive shall receive the Accrued Amounts subject to standard deductions and withholdings, to be paid as a lump sum no later than thirty (30) days after the date of termination. In addition, subject to the limitations stated in this Agreement and upon the Executive’s furnishing to the Company (or its successor) an executed Release within the applicable time period set forth therein, but in no event later than forty-five days following termination of employment and permitting such Release to become effective in accordance with its terms, and subject to Executive entering into no later than the Release Effective Date a non-competition agreement to be effective during the Severance Period, substantially similar to Section 2.3, and continuing to abide by its terms during the Severance Period, then in lieu of (and not additional to) the benefits provided pursuant to Section 4.4.3(i) above, the Executive shall be entitled to:
(a) the equivalent of the Executive’s Base Salary in effect at the time of termination will continue to be paid during for a period of eighteen (18) months following the date of termination (hereinafter referred to as the “Change in Control Severance Period”), less standard deductions and withholdings, to be paid during the Change in Control Severance Period according to the Company’s regular payroll practices, subject to any delay in payment required by Section 4.6 in connection with the Release Effective Date;
(b) one and half (1.5) times Executive’s target Bonus in effect at the time of termination, or if none, one and half (1.5) times the last target Bonus in effect for Executive, less standard deductions and withholdings, to be paid in a lump sum within ten (10) days following the later of (i) the Release Effective Date, or (ii) the effective date of the Change in Control; and
(c) in the event the Executive timely elects continued coverage under COBRA, the Company company will continue to pay the me same portion of Executive’s COBRA health insurance premium as the percentage of health insurance premiums that it paid during the Executive’s employment, including any amounts that Company paid for benefits to the qualifying family members of the Executive, following the date of termination until the expiration of the COBRA Payment Change in Control Severance Period. Notwithstanding the foregoing, if the Company determines, in its sole discretion, that the Company cannot provide the COBRA premium benefits without potentially incurring financial costs or penalties under applicable law (including, without limitation, Section 2716 of the Public Health Service Act), the Company shall in lieu thereof pay Executive the Health Care Benefit Payment, which payment shall be made regardless of whether the Executive or his qualifying family members elect COBRA continuation coverage. The Health Care Benefit Payment shall be paid in monthly or bi-weekly installments on the same schedule that the COBRA premiums would otherwise have been paid to the insurer. The Health Care Benefit Payment shall be equal to the amount that the Company otherwise would have paid for COBRA insurance premiums (which amount shall be calculated based on the premium for the first month of coverage), and shall be paid until the expiration of the COBRA Payment Change in Control Severance Period.
Appears in 1 contract
Samples: Executive Employment Agreement (Horizon Therapeutics Public LTD Co)
In Connection With a Change in Control. If the Company (or its successor) terminates the Executive’s employment without Cause or the Executive terminates his employment for Good Reason within the period commencing ninety three (903) days months immediately prior to a Change in Control of the Company and ending eighteen (18) months immediately following a Change in Control of the Company (as defined in Section 4.5.4 of this Agreement), the Executive shall receive the Accrued Amounts subject to standard deductions and withholdings, to be paid as a lump sum no later than thirty (30) days after the date of termination. In addition, subject to the limitations stated in this Agreement and upon the Executive’s furnishing to the Company (or its successor) an executed Release within the applicable time period set forth therein, but in no event later than forty-five days following termination of employment and permitting such Release to become effective in accordance with its terms, and subject to Executive entering into no later than the Release Effective Date a non-competition agreement to be effective during the Severance Period, substantially similar to Section 2.3, and continuing to abide by its terms during the Severance Period, then in lieu of (and not additional to) the benefits provided pursuant to Section 4.4.3(i) above, the Executive shall be entitled to:
(a) the equivalent of the Executive’s Base Salary in effect at the time of termination will continue to be paid during for a period of fifteen (15) months following the date of termination (hereinafter referred to as the “Change in Control Severance Period”), less standard deductions and withholdings, to be paid during the Change in Control Severance Period according to the Company’s regular payroll practices, subject to any delay in payment required by Section 4.6 in connection with the Release Effective Date;
(b) one and one quarter (1.25) times Executive’s target Bonus in effect at the time of termination, or if none, one and one quarter (1.25) times the last target Bonus in effect for Executive, less standard deductions and withholdings, to be paid in a lump sum within ten (10) days following the later of (i) the Release Effective Date, or (ii) the effective date of the Change in Control; and
(c) in the event the Executive timely elects continued coverage under COBRA, the Company will continue to pay the same portion of Executive’s COBRA health insurance premium as the percentage of health insurance premiums that it paid during the Executive’s employment, including any amounts that Company paid for benefits to the qualifying family members of the Executive, following the date of termination until the expiration of the COBRA Payment Change in Control Severance Period. Notwithstanding the foregoing, if the Company determines, in its sole discretion, that the Company cannot provide the COBRA premium benefits without potentially incurring financial costs or penalties under applicable law (including, without limitation, Section 2716 of the Public Health Service Act), the Company shall in lieu thereof pay Executive the Health Care Benefit Payment, which payment shall be made regardless of whether the Executive or his qualifying family members elect COBRA continuation coverage. The Health Care Benefit Payment shall be paid in monthly or bi-weekly installments on the same schedule that the COBRA premiums would otherwise have been paid to the insurer. The Health Care Benefit Payment shall be equal to the amount that the Company otherwise would have paid for COBRA insurance premiums (which amount shall be calculated based on the premium for the first month of coverage), and shall be paid until the expiration of the COBRA Payment Change in Control Severance Period.
Appears in 1 contract
Samples: Executive Employment Agreement (Horizon Pharma PLC)
In Connection With a Change in Control. If the Company (or its successor) terminates the Executive’s employment without Cause or the Executive terminates his employment for Good Reason within the period commencing ninety (90) days immediately prior to a Change in Control of the Company and ending eighteen (18) months immediately following a Change in Control of the Company (as defined in Section 4.5.4 of this Agreement), the Executive shall receive the Accrued Amounts subject to standard deductions and withholdings, to be paid as a lump sum no later than thirty (30) days after the date of termination. In addition, subject to the limitations stated in this Agreement and upon the Executive’s furnishing to the Company (or its successor) an executed Release within the applicable time period set forth therein, but in no event later than forty-five days following termination of employment and permitting such Release to become effective in accordance with its terms, and subject to Executive entering into no later than the Release Effective Date a non-competition agreement to be effective during the Change in Control Severance PeriodPeriod (as defined below), substantially similar to Section 2.3, and continuing to abide by its terms during the Change in Control Severance Period, then in lieu of (and not additional to) the benefits provided pursuant to Section 4.4.3(i) above, the Executive shall be entitled to:
(a) the equivalent of the Executive’s Base Salary in effect at the time of termination will continue to be paid during for a period of two (2) years following the date of termination (hereinafter referred to as the “Change in Control Severance Period”), less standard deductions and withholdings, to be paid during the Change in Control Severance Period according to the Company’s regular payroll practices, subject to any delay in payment required by Section 4.6 in connection with the Release Effective Date;
(b) two (2) times Executive’s target Bonus in effect at the time of termination, or if none, two (2) times the last target Bonus in effect for Executive, less standard deductions and withholdings, to be paid in a lump sum within ten (10) days following the later of (i) the Release Effective Date, or (ii) the effective date of the Change in Control; and
(c) in the event the Executive timely elects continued coverage under COBRA, the Company will continue to pay the same portion of Executive’s COBRA health insurance premium as the percentage of health insurance premiums that it paid during the Executive’s employment, including any amounts that Company paid for benefits to the qualifying family members of the Executive, following the date of termination up until the expiration earlier of either (i) the date twelve (12) months following the date of termination or, (ii) the date on which the Executive begins full-time employment with another company or business entity which offers comparable health insurance coverage to the Executive (such period, the “Change in Control COBRA Payment Period”). Notwithstanding the foregoing, if the Company determines, in its sole discretion, that the Company cannot provide the COBRA premium benefits without potentially incurring financial costs or penalties under applicable law (including, without limitation, Section 2716 of the Public Health Service Act), the Company shall in lieu thereof pay Executive the Health Care Benefit Payment, which payment shall be made regardless of whether the Executive or his qualifying family members elect COBRA continuation coverage. The Health Care Benefit Payment shall be paid in monthly or bi-weekly installments on the same schedule that the COBRA premiums would otherwise have been paid to the insurer. The Health Care Benefit Payment shall be equal to the amount that the Company otherwise would have paid for COBRA insurance premiums (which amount shall be calculated based on the premium for the first month of coverage), and shall be paid until the expiration of the Change in Control COBRA Payment Period.
Appears in 1 contract
Samples: Executive Employment Agreement (Horizon Pharma, Inc.)
In Connection With a Change in Control. If the Company (or its successor) terminates the Executive’s employment without Cause or the Executive terminates his employment for Good Reason within the period commencing ninety three (903) days months immediately prior to a Change in Control of the Company and ending eighteen twelve (1812) months immediately following a Change in Control of the Company (as defined in Section 4.5.4 of this Letter Agreement), the Executive shall receive the Accrued Amounts subject to standard deductions and withholdings, to be paid as a lump sum no later than thirty (30) days after the date of termination. In addition, subject to the limitations stated in this Letter Agreement and upon the Executive’s furnishing to the Company (or its successor) an executed Release within the applicable time period set forth therein, but in no event later than forty-five days following termination of employment and permitting such Release to become effective in accordance with its terms, and subject to Executive entering into no later than the Release Effective Date a non-competition agreement to be effective during the Severance Period, substantially similar to Section 2.3, and continuing to abide by its terms during the Severance Period, then in lieu of (and not additional to) the benefits provided pursuant to Section 4.4.3(i) above, the Executive shall be entitled to:
(a) the equivalent of the Executive’s Base Salary in effect at the time of termination will continue to be paid during for a period of twelve (12) months following the date of termination (hereinafter referred to as the “Change in Control Severance Period”), less standard deductions and withholdings, to be paid in equal installments during the Change in Control Severance Period according to the Company’s regular payroll practices, subject to any delay in payment required by Section 4.6 in connection with the Release Effective Date;
; (b) one (1) times Executive’s target Bonus in effect at the time of termination, or if none, one (1) times the last target Bonus in effect for Executive, less standard deductions and withholdings, to be paid in a lump sum within ten (10) days following the later of (i) the Release Effective Date, or (ii) the effective date of the Change in Control; and
(c) in the event the Executive timely elects continued coverage under COBRA, the Company will continue to pay the same portion of Executive’s COBRA health insurance premium as the percentage of health insurance premiums that it paid during the Executive’s employmentpremium, including any amounts that Company paid for benefits to the qualifying family members of the Executive, following for the date of termination until the expiration of the COBRA Payment Change in Control Severance Period. Notwithstanding the foregoing, if the Company determines, in its sole discretion, that the Company cannot provide the COBRA premium benefits without potentially incurring financial costs or penalties under applicable law (including, without limitation, Section 2716 of the Public Health Service Act), the Company shall in lieu thereof pay Executive the Health Care Benefit Payment, which payment shall be made regardless of whether the Executive or his qualifying family members elect COBRA continuation coverage. The Health Care Benefit Payment shall be paid in monthly or bi-weekly installments on the same schedule that the COBRA premiums would otherwise have been paid to the insurer. The Health Care Benefit Payment shall be equal to the amount that the Company otherwise would have paid for COBRA insurance premiums (which amount shall be calculated based on the premium for the first month of coverage), and shall be paid until the expiration of the COBRA Payment Change in Control Severance Period.
Appears in 1 contract
In Connection With a Change in Control. If In the Company (or its successor) terminates the Executive’s employment event of termination by Employer without Cause or the Executive terminates his employment for Good Reason within the period commencing ninety twelve (9012) days immediately prior to months of a Change in Control (as defined below), or, upon a material diminution of Employee’s duties or compensation within twelve (12) months following a Change in Control (as defined below) followed by Employee’s resignation, Employer will provide Employee with the Company following:
(i) Payment of any wages that are earned, due and ending payable to Employee up to and including the date of termination, as well as accrued and unpaid vacation pay as may then be required to be paid to the Employee; plus
(ii) A lump sum payment equal to eighteen (18) months immediately following of Employee’s Base Salary as of Employee’s last day of employment; plus
(iii) A lump sum payment equal to one and a Change in Control half (1.5) times the average of the Company last two (2) annual bonus payments Employee received prior to termination of employment (or, if Employee has not been employed for two years, then this amount shall be one and a half (1.5) times Employee’s target bonus for the year in which Employee’s employment is terminated); plus
(iv) A lump sum payment equal to a portion of Employee’s annual bonus for the year in which Employee’s employment is terminated, if performance at the time is tracking to achievement of established performance metrics (as defined determined by the Company in Section 4.5.4 of this Agreementits sole reasonable discretion), prorated for the Executive shall receive percentage of the Accrued Amounts subject to standard deductions and withholdings, to be paid calendar year that has passed as a lump sum no later than thirty (30) days after of the date of termination. In addition, subject to the limitations stated in this Agreement and upon the Executive’s furnishing to the Company (or its successor) an executed Release within the applicable time period set forth therein, but in no event later than forty-five days following termination of employment and permitting such Release to become effective in accordance with its terms, and subject to Executive entering into no later than the Release Effective Date a non-competition agreement to be effective during the Severance Period, substantially similar to Section 2.3, and continuing to abide by its terms during the Severance Period, then in lieu of (and not additional to) the benefits provided pursuant to Section 4.4.3(i) above, the Executive shall be entitled to:; plus
(av) Continuation of all group benefits Employee enjoyed immediately prior to termination for the equivalent of the Executive’s Base Salary in effect at the time of termination will continue to be paid during the Severance Period, less standard deductions and withholdings, to be paid during the Severance Period according to the Company’s regular payroll practices, subject to any delay in payment required by Section 4.6 in connection with the Release Effective Date;
eighteen (b18) Executive’s target Bonus in effect at the time of termination, or if none, the last target Bonus in effect for Executive, less standard deductions and withholdings, to be paid in a lump sum within ten (10) days following the later of (i) the Release Effective Date, or (ii) the effective date of the Change in Control; and
(c) in the event the Executive timely elects continued coverage under COBRA, the Company will continue to pay the same portion of Executive’s COBRA health insurance premium as the percentage of health insurance premiums that it paid during the Executive’s employment, including any amounts that Company paid for benefits to the qualifying family members of the Executive, month period following the date of termination until the expiration of the COBRA Payment Period. Notwithstanding the foregoingtermination; plus
(vi) Each outstanding equity award, if the Company determines, in its sole discretion, that the Company cannot provide the COBRA premium benefits without potentially incurring financial costs or penalties under applicable law (including, without limitation, Section 2716 each stock option and restricted stock award, held by Employee shall automatically become vested and, if applicable, exercisable and any forfeiture restrictions or rights of repurchase thereon shall immediately lapse, in each ease, with respect to one hundred percent (100%) of the Public Health Service Act)then-unvested shares subject to such outstanding award effective as of immediately prior to the date of termination, which is deemed to extend by the minimum statutory notice period as required by the ESA. Employee agrees that the payments and entitlements in section 6.3 are fair and reasonable and further acknowledges and agrees that in such circumstances, such payments are the only monies and benefits owing by Employer for notice of termination, or pay in lieu thereof, and/or severance pay, if applicable, of any kind. For clarity, Employee acknowledges and understands that they shall not receive any monies, payments or entitlements of any kind whatsoever for reasonable notice at common law. Employee further acknowledges and agrees that the obligation of Employer under this Section 6.3 to pay or provide any amounts and entitlements exceeding the Employee’s minimum entitlements under the ESA will be contingent upon the Employee’s execution and delivery to the Company shall in lieu thereof pay Executive the Health Care Benefit Paymentof a full and final release of claims, which payment shall will include confidentiality, indemnity and non-disparagement provisions and otherwise be made regardless of whether the Executive or his qualifying family members elect COBRA continuation coverage. The Health Care Benefit Payment shall be paid in monthly or bi-weekly installments on the same schedule that the COBRA premiums would otherwise have been paid a form satisfactory to the insurer. The Health Care Benefit Payment shall be equal to the amount that the Company otherwise would have paid for COBRA insurance premiums (which amount shall be calculated based on the premium for the first month of coverage), and shall be paid until the expiration of the COBRA Payment PeriodCompany.
Appears in 1 contract
In Connection With a Change in Control. If the Company (or its successor) terminates the Executive’s employment without Cause or the Executive terminates his employment for Good Reason within the period commencing ninety (90) days immediately prior to a Change in Control of the Company and ending eighteen (18) months immediately following a Change in Control of the Company (as defined in Section 4.5.4 of this Agreement), the Executive shall receive the Accrued Amounts subject to standard deductions and withholdings, to be paid as a lump sum no later than thirty (30) days after the date of termination. In addition, subject to the limitations stated in this Agreement and upon the Executive’s furnishing to the Company (or its successor) an executed Release within the applicable time period set forth therein, but in no event later than forty-five days following termination of employment and permitting such Release to become effective in accordance with its terms, and subject to the Executive entering into no later than the Release Effective Date a non-competition agreement to be effective during the Severance Period, substantially similar to Section 2.3, and continuing to abide by its terms during the Severance Period, then in lieu of (and not additional to) the benefits provided pursuant to Section 4.4.3(i) above, the Executive shall be entitled to:
(a) the equivalent of the Executive’s Base Salary in effect at the time of termination will continue to be paid during the Severance Period, less standard deductions and withholdings, to be paid during the Severance Period according to the Company’s regular payroll practices, subject to any delay in payment required by Section 4.6 in connection with the Release Effective Date;
(b) Executive’s target Bonus in effect at the time of termination, or if none, the last target Bonus in effect for Executive, less standard deductions and withholdings, to be paid in a lump sum within ten (10) days following the later of (i) the Release Effective Date, or (ii) the effective date of the Change in Control; and;
(c) in the event the Executive timely elects continued coverage under COBRA, the Company will continue to pay the same portion of the Executive’s COBRA health insurance premium as the percentage of health insurance premiums that it paid during the Executive’s employment, including any amounts that the Company paid for benefits to the qualifying family members of the Executive, following the date of termination until the expiration of the COBRA Payment Period. Notwithstanding the foregoing, if the Company determines, in its sole discretion, that the Company cannot provide the COBRA premium benefits without potentially incurring financial costs or penalties under applicable law (including, without limitation, Section 2716 of the Public Health Service Act), the Company shall in lieu thereof pay Executive the Health Care Benefit Payment, which payment shall be made regardless of whether the Executive or his qualifying family members elect COBRA continuation coverage. The Health Care Benefit Payment shall be paid in monthly or bi-weekly installments on the same schedule that the COBRA premiums would otherwise have been paid to the insurer. The Health Care Benefit Payment shall be equal to the amount that the Company otherwise would have paid for COBRA insurance premiums (which amount shall be calculated based on the premium for the first month of coverage), and shall be paid until the expiration of the COBRA Payment Period; and
(d) notwithstanding anything to the contrary set forth herein, the Severance Period, and the Company’s provisions of cash severance benefits to the Executive under Section 4.4.3(ii)(a) shall immediately cease upon the date that the Executive begins full-time employment with another company or business entity which offers base compensation to the Executive of at least ninety-five percent (95%) of the Executive’s Base Salary amount in effect at the time of termination. The Executive agrees to immediately notify the Company in writing of any such employment.
Appears in 1 contract
Samples: Executive Employment Agreement (Horizon Pharma, Inc.)
