Involuntary Termination Without Cause Resignation for Good Reason. Non-Renewal of Term by the Company Following a Change in Control: All equity awards that were outstanding at the time of the Change in Control will vest upon such termination. Exhibit B
Involuntary Termination Without Cause Resignation for Good Reason. If Executive is terminated by the Company involuntarily without Cause (excluding any termination due to death or Disability) or Executive resigns for Good Reason, then, subject to the terms or limitations of Sections 8, 9, and 19 below, Executive shall be entitled to receive: (a) Executive’s Base Salary through the effective date of the termination or resignation; (b) severance payments equal to 12 months of Executive’s Base Salary; (c) a lump sum payment equal to Executive’s Annual Bonus at target; (d) reimbursement of all business expenses for which Executive is entitled to be reimbursed pursuant to Section 3(g) above, but for which Executive has not yet been reimbursed; (e) reimbursement of any premium costs paid by Executive for continuation of health care benefits by Executive under COBRA (to the extent required and available by law) at the same level of coverage Executive had during employment for 12 months following the month of termination or resignation, (f) vesting as of the date of termination or resignation of any outstanding equity awards held by Executive that would have vested within one year of the date of termination or resignation but for the termination of the Executive’s employment; (g) any unused and accrued vacation; and (h) no other severance or benefits of any kind, unless required by law or pursuant to any written Company plans or policies, as then in effect.
Involuntary Termination Without Cause Resignation for Good Reason. (a) Executive’s entitlement to any and all severance benefits in the event of a termination without “Cause,” a resignation for “Good Reason,” or in the event of a “Change in Control” shall be governed by the Tectonic Therapeutic, Inc. Severance Plan, which will be adopted by the Board and in effect as of the Effective Date (the “Severance Plan”) in accordance with its terms, including all eligibility and release requirements.
Involuntary Termination Without Cause Resignation for Good Reason. (a) If Executive is terminated by the Company without Cause (which does not include any termination due to death or Disability), or if Executive resigns for Good Reason, then subject to the limitations of Sections 9(b) and 25 below, Executive shall be entitled to receive: (A) Executive’s Base Salary through the date of termination; (B) a lump sum cash payment equal to two (2) times Executive’s Base Salary, as in effect on the date Executive’s employment terminates; (B) a lump sum cash payment equal to one (1) times the Executive’s Target Bonus; (C) with respect to equity based compensation grants made to Executive under the 2021 Plan (i) for time-vested options or equity based grants (including the RSUs and the PSUs and other performance based grants for which actual performance achievement has already been certified as of the date of employment termination), accelerate Executive’s right to exercise all such options and fully vest all such equity grants, (ii) for performance based grants, including the PSUs, for which performance has not been certified as of the date of employment termination, determine and certify performance based on actual performance achieved after completion of the performance period in accordance with the terms of such grants, and vest the all tranches of such performance grants on the date of such performance certification, and (iii) treat Executive as if Executive had remained employed by the Company for one (1) year following the date of termination so that the time period over which Executive has the right to exercise such options shall be the same as if there had been no termination of Executive’s employment until the end of such one year period; (D) a lump sum cash payment in respect of Executive’s cost of one (1) year’s group health coverage under COBRA; (E) reimbursement of all business expenses for which Executive is entitled to be reimbursed pursuant to Section 6 above; and (F) no other severance or benefits of any kind, unless required by law or pursuant to any written Company plans or policies, as then in effect.
Involuntary Termination Without Cause Resignation for Good Reason
