Common use of Non-CIC Qualified Termination Clause in Contracts

Non-CIC Qualified Termination. If the Company terminates Executive’s employment with the Company outside of the Change in Control Period (as defined below) other than for Cause (as defined below), death or Disability (as defined in the Company’s 2021 Equity Incentive Plan (the “Plan”)), or Executive resigns from Executive’s employment with the Company for Good Reason (as defined below) (such a termination, a “Qualified Termination”), then, subject to Section 6, Executive will be entitled to the following: (i) continued payment of Executive’s annual Base Salary, at the level in effect immediately prior to Executive’s termination date, for a period of fifteen (15) months following the date of the Qualified Termination, with the first payment payable through the Company payroll within thirty (30) days following the effective date of the Release (as defined below) (and to include any amounts that otherwise would have been paid between the termination date and the payment date); (ii) reimbursement by the Company for the cost of premiums for Executive and Executive’s covered dependents, if any, for group health insurance continuation coverage under Title X of the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”) for up to fifteen (15) months following Executive’s termination of employment (the “COBRA Premium Reimbursement”), provided that (x) Executive and Executive’s covered dependents timely elect and remain eligible for continued coverage under COBRA and (y) such COBRA Premium Reimbursement does not result in excise tax penalties for the Company under applicable laws (including, without limitation, Section 2716 of the Public Health Service Act). Notwithstanding the preceding, if the Company determines in its sole discretion that it cannot provide COBRA reimbursement benefits without potentially violating applicable law (including, without limitation, Section 2716 of the Public Health Service Act), the Company will instead provide the Executive a taxable payment in an amount equal to the monthly COBRA premium that the Executive would be required to pay to continue the Executive’s group health coverage in effect on the date of termination of employment (which amount will be based on the premium for the first month of COBRA coverage), which payments will be made regardless of whether the Executive elects COBRA continuation coverage and will commence in the month following the month of the termination date and continue for the period of months indicated in this section; (iii) payment of any Actual Bonus with respect to a fiscal year of the Company preceding the termination date that has not been paid as of the termination with the payment paid on the first Company payroll date following the effective date of the Release; (iv) payment of the Target Bonus for the fiscal year of the Company in which the termination date occurs, at the level in effect immediately prior to Executive’s termination date, pro-rated to reflect the number of days in such fiscal year that Executive provided service, payable in a lump sum on the first Company payroll date following the effective date of the Release; and (v) the right to exercise Executive’s stock options granted by the Company until the close of business on the date that is the earlier of (x) twelve (12) months after executive’s termination date or (y) the term/expiration date of the stock option.

Non-CIC Qualified Termination. If the Company terminates Executive’s employment with the Company outside of the Change in Control Period (as defined below) other than for Cause (as defined below), death or Disability (as defined in the Company’s 2021 Equity Incentive Plan (the “Plan”)), or Executive resigns from Executive’s employment with the Company for Good Reason (as defined below) (such a termination, a “Qualified Termination”), then, subject to Section 6, Executive will be entitled to the following: (i) continued payment of Executive’s annual Base Salary, at the level in effect immediately prior to Executive’s termination date, for a period of fifteen twelve (1512) months following the date of the Qualified Termination, with the first payment payable through paid on the first Company payroll within thirty (30) days date following the effective date of the Release (as defined below) (and to include any amounts that otherwise would have been paid between the termination date and the payment date); (ii) reimbursement by the Company for the cost of premiums for Executive and Executive’s covered dependents, if any, for group health insurance continuation coverage under Title X of the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”) for up to fifteen twelve (1512) months following Executive’s termination of employment (the “COBRA Premium Reimbursement”), provided that (x) Executive and Executive’s covered dependents timely elect and remain eligible for continued coverage under COBRA and (y) such COBRA Premium Reimbursement does not result in excise tax penalties for the Company under applicable laws (including, without limitation, Section 2716 of the Public Health Service Act). Notwithstanding the preceding, if the Company determines in its sole discretion that it cannot provide COBRA reimbursement benefits without potentially violating applicable law (including, without limitation, Section 2716 of the Public Health Service Act), the Company will instead provide the Executive a taxable payment in an amount equal to the monthly COBRA premium that the Executive would be required to pay to continue the Executive’s group health coverage in effect on the date of termination of employment (which amount will be based on the premium for the first month of COBRA coverage), which payments will be made regardless of whether the Executive elects COBRA continuation coverage and will commence in the month following the month of the termination date and continue for the period of months indicated in this section; (iii) payment of any Actual Bonus with respect to a fiscal year of the Company preceding the termination date that has not been paid as of the termination with the payment paid on the first Company payroll date following the effective date of the Release; (iv) payment of the Target Bonus for the fiscal year of the Company in which the termination date occurs, at the level in effect immediately prior to Executive’s termination date, pro-rated to reflect the number of days in such fiscal year that Executive provided service, payable in a lump sum on the first Company payroll date following the effective date of the Release; and (v) the right to exercise Executive’s stock options granted by the Company until the close of business on the date that is the earlier of (x) twelve (12) months after executive’s termination date or (y) the term/expiration date of the stock option.

Non-CIC Qualified Termination. If the Company terminates Executive’s employment with the Company outside of the Change in Control Period (as defined below) other than for Cause (as defined below), death or Disability (as defined in the Company’s 2021 Equity Incentive Plan (the “Plan”)), or Executive resigns from Executive’s employment with the Company for Good Reason (as defined below) (such a termination, a “Qualified Termination”), then, subject to Section 6, Executive will be entitled to the following: (i) continued payment of Executive’s annual Base Salary, at the level in effect immediately prior to Executive’s termination date, for a period of fifteen twelve (1512) months following the date of the Qualified Termination, with the first payment payable through paid on the first Company payroll within thirty (30) days date following the effective date of the Release (as defined below) (and to include any amounts that otherwise would have been paid between the termination date and the payment date);; and (ii) reimbursement by the Company for the cost of premiums for Executive and Executive’s covered dependents, if any, for group health insurance continuation coverage under Title X of the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”) for up to fifteen twelve (1512) months following Executive’s termination of employment (the “COBRA Premium Reimbursement”), provided that (x) Executive and Executive’s covered dependents timely elect and remain eligible for continued coverage under COBRA and (y) such COBRA Premium Reimbursement does not result in excise tax penalties for the Company under applicable laws (including, without limitation, Section 2716 of the Public Health Service Act). Notwithstanding the preceding, if the Company determines in its sole discretion that it cannot provide COBRA reimbursement benefits without potentially violating applicable law (including, without limitation, Section 2716 of the Public Health Service Act), the Company will instead provide the Executive a taxable payment in an amount equal to the monthly COBRA premium that the Executive would be required to pay to continue the Executive’s group health coverage in effect on the date of termination of employment (which amount will be based on the premium for the first month of COBRA coverage), which payments will be made regardless of whether the Executive elects COBRA continuation coverage and will commence in the month following the month of the termination date and continue for the period of months indicated in this section; (iii) payment of any Actual Bonus with respect to a fiscal year of the Company preceding the termination date that has not been paid as of the termination with the payment paid on the first Company payroll date following the effective date of the Release; (iv) payment of the Target Bonus for the fiscal year of the Company in which the termination date occurs, at the level in effect immediately prior to Executive’s termination date, pro-rated to reflect the number of days in such fiscal year that Executive provided service, payable in a lump sum on the first Company payroll date following the effective date of the Release; and (v) the right to exercise Executive’s stock options granted by the Company until the close of business on the date that is the earlier of (x) twelve (12) months after executive’s termination date or (y) the term/expiration date of the stock option.

Non-CIC Qualified Termination. If the Company terminates Executive’s employment with the Company outside of the Change in Control Period (as defined below) other than for Cause (as defined below), death or Disability (as defined in the Company’s 2021 Equity Incentive Plan (the “Plan”)), or Executive resigns from Executive’s employment with the Company for Good Reason (as defined below) (such a termination, a “Qualified Termination”), then, subject to Section 6, Executive will be entitled to the following: (i) continued payment of Executive’s annual Base Salary, at the level in effect immediately prior to Executive’s termination date, for a period of fifteen twelve (1512) months following the date of the Qualified Termination, with the first payment payable through paid on the first Company payroll within thirty (30) days date following the effective date of the Release (as defined below) (and to include any amounts that otherwise would have been paid between the termination date and the payment date); (ii) reimbursement by the Company for the cost of premiums for Executive and Executive’s covered dependents, if any, for group health insurance continuation coverage under Title X of the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”) for up to fifteen twelve (1512) months following Executive’s termination of employment (the “COBRA Premium Reimbursement”), provided that (x) Executive and Executive’s covered dependents timely elect and remain eligible for continued coverage under COBRA and (y) such COBRA Premium Reimbursement does not result in excise tax penalties for the Company under applicable laws (including, without limitation, Section 2716 of the Public Health Service Act). Notwithstanding the preceding, if the Company determines in its sole discretion that it cannot provide COBRA reimbursement benefits without potentially violating applicable law (including, without limitation, Section 2716 of the Public Health Service Act), the Company will instead provide the Executive a taxable payment in an amount equal to the monthly COBRA premium that the Executive would be required to pay to continue the Executive’s group health coverage in effect on the date of termination of employment (which amount will be based on the premium for the first month of COBRA coverage), which payments will be made regardless of whether the Executive elects COBRA continuation coverage and will commence in the month following the month of the termination date and continue for the period of months indicated in this section; (iii) payment of any Actual earned but unpaid Target Bonus with respect to a fiscal year of the Company preceding the termination date that has not been paid as of the termination with the payment paid on the first Company payroll date following the effective date of the Release;; and (iv) payment acceleration of the Target Bonus vesting of stock options or other equity award for the fiscal year a person of the Company in which nine month’s following the termination date occurs, at the level in effect immediately prior to Executive’s termination date, pro-rated to reflect the number of days in such fiscal year that Executive provided service, payable in a lump sum on the first Company payroll date following the effective date of the Release; and (v) the right to exercise Executive’s stock options granted by the Company until the close of business on the date that is the earlier of (x) twelve (12) months after executive’s termination date or (y) the term/expiration date of the stock option.

Non-CIC Qualified Termination. If the Company terminates Executive’s employment with the Company outside of the Change in Control Period (as defined below) other than for Cause (as defined below), death or Disability (as defined in the Company’s 2021 Equity Incentive Plan (the “Plan”)), or Executive resigns from Executive’s employment with the Company for Good Reason (as defined below) (such a termination, a “Qualified Termination”), then, subject to Section 6, Executive will be entitled to the following: (i) continued payment of Executive’s annual Base Salary, at the level in effect immediately prior to Executive’s termination date, for a period of fifteen nine (159) months following the date of the Qualified Termination, with the first payment payable through paid on the first Company payroll within thirty (30) days date following the effective date of the Release (as defined below) (and to include any amounts that otherwise would have been paid between the termination date and the payment date); (ii) reimbursement by the Company for the cost of premiums for Executive and Executive’s covered dependents, if any, for group health insurance continuation coverage under Title X of the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”) for up to fifteen nine (159) months following Executive’s termination of employment (the “COBRA Premium Reimbursement”), provided that (x) Executive and Executive’s covered dependents timely elect and remain eligible for continued coverage under COBRA and (y) such COBRA Premium Reimbursement does not result in excise tax penalties for the Company under applicable laws (including, without limitation, Section 2716 of the Public Health Service Act). Notwithstanding the preceding, if the Company determines in its sole discretion that it cannot provide COBRA reimbursement benefits without potentially violating applicable law (including, without limitation, Section 2716 of the Public Health Service Act), the Company will instead provide the Executive a taxable payment in an amount equal to the monthly COBRA premium that the Executive would be required to pay to continue the Executive’s group health coverage in effect on the date of termination of employment (which amount will be based on the premium for the first month of COBRA coverage), which payments will be made regardless of whether the Executive elects COBRA continuation coverage and will commence in the month following the month of the termination date and continue for the period of months indicated in this section; (iii) payment of any Actual Bonus with respect to a fiscal year of the Company preceding the termination date that has not been paid as of the termination earned but unpaid target bonus with the payment paid on the first Company payroll date following the effective date of the Release;; and (iv) payment acceleration of vesting of the Target Bonus for the fiscal year portion of the Company in which the termination date occurs, at the level in effect immediately prior to Executive’s termination date, pro-rated to reflect the number of days in such fiscal year that Executive provided service, payable in a lump sum on the first Company payroll date following the effective date of the Release; and (v) the right to exercise Executive’s your any stock options or other equity award granted by the Company that are subject only to time-based vesting requirements to the extent that such equity would have vested had your employment with the Company continued until the close of business on the date day that is the earlier of nine (x) twelve (129) months after executive’s following the termination date or (y) the term/expiration date of the stock optiondate.

Non-CIC Qualified Termination. If the Company terminates Executive’s employment with the Company outside of the Change in Control Period (as defined below) other than for Cause (as defined below), death or Disability (as defined in the Company’s 2021 Equity Incentive Plan (the “Plan”)), or Executive resigns from Executive’s employment with the Company for Good Reason (as defined below) (such a termination, a “Qualified Termination”), then, subject to Section 6, Executive will be entitled to the following: (i) continued payment of Executive’s annual Base Salary, at the level in effect immediately prior to Executive’s termination date, for a period of fifteen twelve (1512) months following the date of the Qualified Termination, with the first payment payable through paid on the first Company payroll within thirty (30) days date following the effective date of the Release (as defined below) (and to include any amounts that otherwise would have been paid between the termination date and the payment date); (ii) reimbursement by the Company for the cost of premiums for Executive and Executive’s covered dependents, if any, for group health insurance continuation coverage under Title X of the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”) for up to fifteen twelve (1512) months following Executive’s termination of employment (the “COBRA Premium Reimbursement”), provided that (x) Executive and Executive’s covered dependents timely elect and remain eligible for continued coverage under COBRA and (y) such COBRA Premium Reimbursement does not result in excise tax penalties for the Company under applicable laws (including, without limitation, Section 2716 of the Public Health Service Act). Notwithstanding the preceding, if the Company determines in its sole discretion that it cannot provide COBRA reimbursement benefits without potentially violating applicable law (including, without limitation, Section 2716 of the Public Health Service Act), the Company will instead provide the Executive a taxable payment in an amount equal to the monthly COBRA premium that the Executive would be required to pay to continue the Executive’s group health coverage in effect on the date of termination of employment (which amount will be based on the premium for the first month of COBRA coverage), which payments will be made regardless of whether the Executive elects COBRA continuation coverage and will commence in the month following the month of the termination date and continue for the period of months indicated in this section; (iii) payment of any Actual earned but unpaid Target Bonus with respect to a fiscal year of the Company preceding the termination date that has not been paid as of the termination with the payment paid on the first Company payroll date following the effective date of the Release;; and (iv) payment acceleration of vesting of the Target Bonus for the fiscal year portion of the Company in which the termination date occurs, at the level in effect immediately prior to Executive’s termination date, pro-rated to reflect the number of days in such fiscal year that Executive provided service, payable in a lump sum on the first Company payroll date following the effective date of the Release; and (v) the right to exercise Executive’s any stock options or other equity award granted by the Company that are subject only to time-based vesting requirements to the extent that such equity would have vested had your employment with the Company continued until the close of business on the date day that that is nine months following the earlier of (x) twelve (12) months after executive’s termination date or (y) the term/expiration date of the stock optiondate.

Non-CIC Qualified Termination. If the Company terminates Executive’s employment with the Company outside of the Change in Control Period (as defined below) other than for Cause (as defined below), death or Disability (as defined in the Company’s 2021 Equity Incentive Plan (the “Plan”)), or Executive resigns from Executive’s employment with the Company for Good Reason (as defined below) (such a termination, a “Qualified Termination”), then, subject to Section 6, Executive will be entitled to the following: (i) continued payment of Executive’s annual Base Salary, at the level in effect immediately prior to Executive’s termination date, for a period of fifteen six (156) months following the date of the Qualified Termination, with the first payment payable through paid on the first Company payroll within thirty (30) days date following the effective date of the Release (as defined below) (and to include any amounts that otherwise would have been paid between the termination date and the payment date); (ii) reimbursement by the Company for the cost of premiums for Executive and Executive’s covered dependents, if any, for group health insurance continuation coverage under Title X of the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”) for up to fifteen of six (156) months following Executive’s termination of employment (the “COBRA Premium Reimbursement”), provided that (x) Executive and Executive’s covered dependents timely elect and remain eligible for continued coverage under COBRA and (y) such COBRA Premium Reimbursement does not result in excise tax penalties for the Company under applicable laws (including, without limitation, Section 2716 of the Public Health Service Act). Notwithstanding the preceding, if the Company determines in its sole discretion that it cannot provide COBRA reimbursement benefits without potentially violating applicable law (including, without limitation, Section 2716 of the Public Health Service Act), the Company will instead provide the Executive a taxable payment in an amount equal to the monthly COBRA premium that the Executive would be required to pay to continue the Executive’s group health coverage in effect on the date of termination of employment (which amount will be based on the premium for the first month of COBRA coverage), which payments will be made regardless of whether the Executive elects COBRA continuation coverage and will commence in the month following the month of the termination date and continue for the period of months indicated in this section; (iii) payment of any Actual Bonus with respect to a fiscal year of the Company preceding the termination date that has not been paid as of the termination with the payment paid on the first Company payroll date following the effective date of the Release; (iv) payment of the Target Bonus for the fiscal year of the Company in which the termination date occurs, at the level in effect immediately prior to Executive’s termination date, pro-rated to reflect the number of days in such fiscal year that Executive provided service, payable in a lump sum on the first Company payroll date following the effective date of the Release; and (v) the right to exercise Executive’s stock options granted by the Company until the close of business on the date that is the earlier of (x) twelve (12) months after executive’s termination date or (y) the term/expiration date of the stock option.

Non-CIC Qualified Termination. If the Company terminates Executive’s employment with the Company outside of the Change in Control Period (as defined below) other than for Cause (as defined below), death or Disability (as defined in the Company’s 2021 Equity Incentive Plan (the “Plan”)), or Executive resigns from Executive’s employment with the Company for Good Reason (as defined below) (such a termination, a “Qualified Termination”), then, subject to Section 6, Executive will be entitled to the following: (i) continued payment of Executive’s annual Base Salary, at the level in effect immediately prior to Executive’s termination date, for a period of fifteen (15) months following the date of the Qualified Termination, with the first payment payable through paid on the first Company payroll within thirty (30) days date following the effective date of the Release (as defined below) (and to include any amounts that otherwise would have been paid between the termination date and the payment date); (ii) reimbursement by the Company for the cost of premiums for Executive and Executive’s covered dependents, if any, for group health insurance continuation coverage under Title X of the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”) for up to fifteen (15) months following Executive’s termination of employment (the “COBRA Premium Reimbursement”), provided that (x) Executive and Executive’s covered dependents timely elect and remain eligible for continued coverage under COBRA and (y) such COBRA Premium Reimbursement does not result in excise tax penalties for the Company under applicable laws (including, without limitation, Section 2716 of the Public Health Service Act). Notwithstanding the preceding, if the Company determines in its sole discretion that it cannot provide COBRA reimbursement benefits without potentially violating applicable law (including, without limitation, Section 2716 of the Public Health Service Act), the Company will instead provide the Executive a taxable payment in an amount equal to the monthly COBRA premium that the Executive would be required to pay to continue the Executive’s group health coverage in effect on the date of termination of employment (which amount will be based on the premium for the first month of COBRA coverage), which payments will be made regardless of whether the Executive elects COBRA continuation coverage and will commence in the month following the month of the termination date and continue for the period of months indicated in this section;; and (iii) payment of any Actual earned but unpaid Target Bonus with respect to a fiscal year of the Company preceding the termination date that has not been paid as of the termination with the payment paid on the first Company payroll date following the effective date of the Release; (iv) payment of the Target Bonus for the fiscal year of the Company in which the termination date occurs, at the level in effect immediately prior to Executive’s termination date, pro-rated to reflect the number of days in such fiscal year that Executive provided service, payable in a lump sum on the first Company payroll date following the effective date of the Release; and (v) the right to exercise Executive’s stock options granted by the Company until the close of business on the date that is the earlier of (x) twelve (12) months after executive’s termination date or (y) the term/expiration date of the stock option.