PAYMENTS AND BENEFITS AFTER TERMINATION OF EMPLOYMENT. (a) Upon termination of your employment, the Company will pay you all unpaid salary and accrued vacation earned through the date of termination, less applicable federal and state withholding, and within ten (10) days of submission of proper expense reports, the Company will reimburse you for all expenses incurred by you before the date of termination in connection with the business of the Company and pursuant to applicable Company policies. Upon termination of this Agreement under either (i) Section 3(d) of this Agreement ("Termination for Cause"), or (ii) your voluntary termination of employment (other than for Good Reason or any non-renewal of either of the automatic extensions of this Agreement), all Salary, benefits and stock option vesting under this Agreement will cease immediately. (b) Upon termination of this Agreement pursuant to Section 3(e) "Termination Due to Death or Disability", you will receive the benefits provided by the Company's health, life insurance, long term disability and other plans which may be in effect. In addition, you or your estate will receive additional compensation in the form of a payment of your Salary for a period of twelve (12) months (paid at the times that your Salary would otherwise be payable if you remained an employee), reduced by the amount of any life or disability insurance proceeds payable to you, your wife or your estate under paid-for Company life or disability insurance policies or plans. In addition, the period during which you or your estate may exercise any Options issued to you by the Company will continue until 12 months after the date of such termination. (c) Upon termination pursuant to Section 3(c) of this Agreement ("Termination Without Cause" including "Termination for Good Reason") after the Effective Date, you will be paid severance by Cellegy in the form of a payment of your Salary for a period of eighteen (18) months from and after the date of such termination and one and one-half times (1.5x) the dollar amount of your Incentive Compensation Target (at the 100% level) corresponding to the Salary in effect for the year in which the termination occurred. In the event of your Termination Without Cause or for Good Reason during the period commencing on or after the date that the Company first publicly announces (or, if earlier, signs) a definitive agreement that would result in a Change of Control (as defined below) and ending on the date which is twelve (12) months after the occurrence of the Change of Control (a "Termination Upon a Change of Control"), you will be paid severance by Cellegy in the form of a continuation of your Salary for a period of twenty-four (24) months from and after the date of such termination (paid at the times that your Salary would otherwise be payable if you remained an employee), plus two times (2x) the dollar amount of the Incentive Compensation Target (at the 100% level) corresponding to the Salary in effect for the year in which the termination occurred, even if you have secured other employment (pro rated for the first and last month of such monthly periods, if your employment is terminated other than at the end of a calendar month). Nine (9) months or, in the case of Termination Upon a Change of Control, twelve (12) months, of this severance pay shall be paid in one lump sum upon termination, with the remainder being paid monthly in equal increments over the severance period. In addition, during the period that you are receiving severance payments and as long as you have not secured full-time employment with another employer (such period referred to as the "Eligibility Period"), to the extent permitted by applicable Company plans and policies and unless prohibited by law, your medical and dental, disability, and life insurance benefits will be continued (and paid by the Company) under such Company plans (with you remaining responsible for such percentage of payments under such insurance as you were responsible for contributing immediately before the employment termination). If health, medical and dental insurance benefits cannot be so continued, then provided that you elect coverage under COBRA, the Company or its successor will pay you the amount of the premium payments to obtain continued provision of health insurance substantially equivalent to the Company's health, medical and dental insurance benefit plans as are in effect immediately before your termination of employment, for the maximum period permitted by COBRA or, if longer, until you reach age 65 (with you remaining responsible for such percentage of payments under such insurance as you were responsible for contributing immediately before the employment termination), and shall also pay you an additional sum to cover any federal or state income or employment tax due on such premium payments. Your 401K and vacation accrual will cease on the termination date. During the period of payment of severance pay you will cooperate with Cellegy in providing for the orderly transition of your duties and responsibilities to other individuals, as reasonably requested by Cellegy.
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PAYMENTS AND BENEFITS AFTER TERMINATION OF EMPLOYMENT. FOLLOWING A CORPORATE TRANSACTION If at any time during the Post Transaction Period (as defined below) there is an involuntary termination of your employment other than for Cause (as defined below) or you voluntarily resign following a Constructive Termination Event (as defined below), then you will receive:
(a) Upon Your base salary in effect at the time of such termination of your employment, the Company will pay you all unpaid salary and accrued vacation earned through the date of termination, less applicable federal and state withholding, and within ten (10) days of submission of proper expense reports, the Company will reimburse you continued for all expenses incurred by you before the date of termination in connection with the business of the Company and pursuant to applicable Company policies. Upon termination of this Agreement under either (i) Section 3(d) of this Agreement ("Termination for Cause"), or (ii) your voluntary termination of employment (other than for Good Reason or any non-renewal of either of the automatic extensions of this Agreement), all Salary, benefits and stock option vesting under this Agreement will cease immediately.
(b) Upon termination of this Agreement pursuant to Section 3(e) "Termination Due to Death or Disability", you will receive the benefits provided by the Company's health, life insurance, long term disability and other plans which may be in effect. In addition, you or your estate will receive additional compensation in the form of a payment of your Salary for a period of twelve (12) months (paid at the times that your Salary would otherwise be payable if you remained an employee), reduced by the amount of plus any life or disability insurance proceeds payable to you, your wife or your estate under paid-for Company life or disability insurance policies or plans. In addition, the period during which you or your estate may exercise any Options issued to you by the Company will continue earned bonus up until 12 months after the date of such termination.;
(b) Medical and life insurance at the levels in effect at the time of termination for twelve (12) months;
(c) Upon termination pursuant to Section 3(cYour annual target bonus of forty (40) of this Agreement ("Termination Without Cause" including "Termination for Good Reason") after the Effective Date, you will be paid severance by Cellegy in the form of a payment percent of your Salary salary paid as a lump sum and pro-rated up to the date of termination for a the period you were eligible for any such bonus but regardless of eighteen whether you would have earned such bonus prior to your termination;
(18d) months from and after All stock options or restricted stock which have been granted to you or purchased by you as of the date of such termination and one and one-half times shall become 100% vested, followed by a six (1.5x6) month period during which such options may be exercised, but in no event may such option be exercised after ten (10) years from the dollar amount original grant of the option;
(e) All stock options or restricted stock which have been granted to you or purchased by you subsequent to a corporate transaction shall become 100% vested, followed by a six (6) month period during which such options may be exercised;
(f) LEXAR MEDIA shall exercise its Repurchase Right as defined in Section D of your Incentive Compensation Target (Stock Purchase Agreement dated December 27, 1999, pursuant to which LEXAR MEDIA will repurchase all of your shares that are unvested as of your termination date at the 100% level) corresponding a price equal to the Salary in effect for the year price at which you purchased such shares;
(g) No further continuance of other benefits such as vacation, sick leave, and employee stock purchase plan participation, unless specified herein;
(h) Eighteen (18) months in which to repay the termination occurred. In the event of your Termination Without Cause or for Good Reason during the period commencing principal and interest on or after the date any notes that the Company first publicly announces (or, if earlier, signs) a definitive agreement that would result in a Change of Control (as defined below) and ending on the date which is twelve (12) months after the occurrence of the Change of Control (a "Termination Upon a Change of Control"), you will be paid severance by Cellegy in the form of a continuation of your Salary for a period of twenty-four (24) months from and after the date of such termination (paid at the times that your Salary would otherwise be payable if you remained an employee), plus two times (2x) the dollar amount of the Incentive Compensation Target (at the 100% level) corresponding to the Salary in effect for the year in which the termination occurred, even if you have secured other employment with LEXAR MEDIA; and
(pro rated for the first i) Any cellular phone and last month of such monthly periods, if your employment is terminated other than at the end of a calendar month). Nine (9) months or, in the case of Termination Upon a Change of Control, twelve (12) months, of this severance pay shall be paid in one lump sum upon termination, with the remainder being paid monthly in equal increments over the severance period. In addition, during the period that you are receiving severance payments and notebook computer as long as you have not secured full-time employment with another employer (such period referred then currently provided to as the "Eligibility Period"), to the extent permitted by applicable Company plans and policies and unless prohibited by law, your medical and dental, disability, and life insurance benefits will be continued (and paid by the Company) under such Company plans (with you remaining responsible for such percentage of payments under such insurance as you were responsible for contributing immediately before the employment termination). If health, medical and dental insurance benefits cannot be so continued, then provided that you elect coverage under COBRA, the Company or its successor will pay you the amount of the premium payments to obtain continued provision of health insurance substantially equivalent to the Company's health, medical and dental insurance benefit plans as are in effect immediately before your termination of employment, for the maximum period permitted by COBRA or, if longer, until you reach age 65 (with you remaining responsible for such percentage of payments under such insurance as you were responsible for contributing immediately before the employment termination), and shall also pay you an additional sum to cover any federal or state income or employment tax due on such premium payments. Your 401K and vacation accrual will cease on the termination date. During the period of payment of severance pay you will cooperate with Cellegy in providing for the orderly transition of your duties and responsibilities to other individuals, as reasonably requested by Cellegyyou.
Appears in 1 contract
PAYMENTS AND BENEFITS AFTER TERMINATION OF EMPLOYMENT. (a) Upon termination of your employment, the Company will pay you all unpaid salary and accrued vacation earned through the date of termination, less applicable federal and state withholding, and within ten (10) days of submission of proper expense reports, the Company will reimburse you for all expenses incurred by you before the date of termination in connection with the business of the Company and pursuant to applicable Company policies. Upon termination of this Agreement under either (i) Section 3(d) of this Agreement ("Termination for Cause"), Section 3(e) ("Termination Due to Death or (iiDisability") or your voluntary termination of employment (other than for Good Reason or any non-renewal of either of the automatic extensions of this Agreement)employment, all Salarysalary, benefits and stock option vesting under this Agreement will cease immediately.
(b) Upon termination of this Agreement pursuant to Section 3(e) "Termination Due to Death or Disability", you will receive the benefits provided by the Company's health, life insurance, long term disability and other plans which may be in effect. In addition, you or your estate will receive additional compensation in the form of a payment of your Salary for a period of twelve (12) months (paid at the times that your Salary would otherwise be payable if you remained an employee), reduced by the amount of any life or disability insurance proceeds payable to you, your wife or your estate under paid-for Company life or disability insurance policies or plans. In addition, the period during which you or your estate may exercise any Options issued to you by the Company will continue until 12 months after the date of such termination.
(c) Upon termination pursuant to Section 3(c) of this Agreement ("Termination Without Cause" including "Termination for Good Reason") after the Effective Date, including without limitation termination of employment other than for Cause upon or after the occurrence of a merger or acquisition of the business of Cellegy by another person or entity (whether such transaction is structured as a merger, third party purchase of equity from Cellegy or from its shareholders, or a sale by Cellegy of all or substantially all of its assets or otherwise in which Cellegy is not the continuing or surviving corporation), you will be paid severance pay by Cellegy in the form of a payment continuation of your Salary for salxxx xxx a period of eighteen twelve (1812) months from and after the date of such termination and one and one-half times (1.5x) the dollar amount of your Incentive Compensation Target (at the 100% level) corresponding to the Salary in effect for the year in which the termination occurred. In the event of your Termination Without Cause or for Good Reason during the period commencing on or after the date that the Company first publicly announces (or, if earlier, signs) a definitive agreement that would result in a Change of Control (as defined below) and ending on the date which is twelve (12) months after the occurrence of the Change of Control (a "Termination Upon a Change of Control"), you will be paid severance by Cellegy in the form of a continuation of your Salary for a period of twenty-four (24) months from and after the date of such termination (paid at the times that your Salary would otherwise be payable if you remained an employee), plus two times (2x) the dollar amount of the Incentive Compensation Target (at the 100% level) corresponding to the Salary in effect for the year in which the termination occurred, even if you have secured other employment (pro rated for the first and last month of such monthly periods, twelve-month period if your employment is terminated other than at the end of a calendar monthmonth and less any applicable amounts required to be withheld). Nine (9) At your option, six months or, in the case of Termination Upon a Change of Control, twelve (12) months, of this severance pay shall may be paid taken in one lump sum upon termination, termination with the remainder being paid monthly in equal increments over the severance period. In addition, during the period that you are receiving severance payments and as long as you have not secured full-time employment with another employer (such period referred to as the "Eligibility Period"), to the extent permitted by applicable Company plans and policies and unless prohibited by law, your medical and dental, disability, and life insurance benefits will be continued (and paid by the Company) under such Company plans (with you remaining responsible for such percentage of payments under such insurance as you were responsible for contributing immediately before the employment termination)continued. If health, medical and dental insurance benefits any such benefit cannot be so continued, then provided that you elect coverage under COBRA, the Company or its successor will pay you the equivalent amount of the premium payments to obtain continued provision of health insurance substantially equivalent to the Company's health, medical and dental insurance benefit plans as are in effect immediately before your termination of employment, for the maximum period permitted by COBRA or, if longer, until you reach age 65 (with you remaining responsible premiums for such percentage of payments under such insurance as you were responsible for contributing immediately before the employment termination)benefit, and shall also pay you an additional sum to cover any federal or state income or employment tax due on such premium paymentsamounts. Your SEP-IRA (or 401K K) and vacation accrual will cease on the termination date. During the period of payment of severance pay you will cooperate with Cellegy in providing for the orderly transition of your duties and responsibilities to other individuals, as reasonably requested by Cellegy.
(b) Moreover, during the periox xxx xre receiving severance payments even if you have secured other employment, the period during which you may exercise the Option will (to the extent the Option is otherwise exercisable as provided herein) be extended until thae termination of the severance period. Except as provided herein, vesting of Option Shares shall cease as of the date of employment termination. For the 150,000 Option Shares described under
Appears in 1 contract
PAYMENTS AND BENEFITS AFTER TERMINATION OF EMPLOYMENT. FOLLOWING A CORPORATE TRANSACTION If at any time during the Post Transaction Period (as defined below) there is an involuntary termination of your employment other than for Cause (as defined below) or you voluntarily resign following a Constructive Termination Event (as defined below), then you will receive:
(a) Upon Your base salary in effect at the time of such termination continued for fifteen (15) months;
(b) Medical and life insurance at the levels in effect at the time of termination for twelve (12) months;
(c) Your annual target bonus of fifty (50) percent of your employment, the Company will pay you all unpaid salary paid as a lump sum and accrued vacation earned through the date of termination, less applicable federal and state withholding, and within ten (10) days of submission of proper expense reports, the Company will reimburse you for all expenses incurred by you before pro-rated up to the date of termination in connection with for the business period you were eligible for any such bonus but regardless of the Company and pursuant whether you would have earned such bonus prior to applicable Company policies. Upon termination of this Agreement under either (i) Section 3(d) of this Agreement ("Termination for Cause"), or (ii) your voluntary termination of employment (other than for Good Reason or any non-renewal of either of the automatic extensions of this Agreement), all Salary, benefits and stock option vesting under this Agreement will cease immediately.termination;
(bd) Upon termination of this Agreement pursuant All stock options which have been granted to Section 3(e) "Termination Due to Death or Disability", you will receive the benefits provided by the Company's health, life insurance, long term disability and other plans which may be in effect. In addition, you or your estate will receive additional compensation in the form purchased by you as of a payment of your Salary for a period of twelve (12) months (paid at the times that your Salary would otherwise be payable if you remained an employee), reduced by the amount of any life or disability insurance proceeds payable to you, your wife or your estate under paid-for Company life or disability insurance policies or plans. In addition, the period during which you or your estate may exercise any Options issued to you by the Company will continue until 12 months after the date of such termination.
(c) Upon termination pursuant to Section 3(c) of this Agreement ("Termination Without Cause" including "Termination for Good Reason") after the Effective Date, you will be paid severance by Cellegy in the form of a payment of your Salary for a period of eighteen (18) months from and after the date of such termination and one and one-half times shall become 100% vested, followed by a six (1.5x6) month period during which such options may be exercised, but in no event may such option be exercised after ten (10) years from the dollar amount original grant of the option;
(e) Additional vesting of the shares granted to you by LEXAR MEDIA pursuant to your Restricted Stock Purchase Agreement, as set out in your Restricted Stock Purchase Agreement;
(f) All stock options or restricted stock which have been granted to you or purchased by you subsequent to a corporate transaction shall become 100% vested, followed by a six (6) month period during which such options may be exercised;
(g) LEXAR MEDIA shall exercise its Repurchase Right as defined in Section 5 of your Incentive Compensation Target (Restricted Stock Purchase Agreement, pursuant to which LEXAR MEDIA will repurchase all of your shares that are unvested as of your termination date at the 100% level) corresponding a price equal to the Salary in effect for the year price at which you purchased such shares;
(h) No further continuance of other benefits such as vacation, sick leave, and employee stock purchase plan participation, unless specified herein;
(i) Eighteen (18) months in which to repay the termination occurred. In the event of your Termination Without Cause or for Good Reason during the period commencing principal and interest on or after the date any notes that the Company first publicly announces (or, if earlier, signs) a definitive agreement that would result in a Change of Control (as defined below) and ending on the date which is twelve (12) months after the occurrence of the Change of Control (a "Termination Upon a Change of Control"), you will be paid severance by Cellegy in the form of a continuation of your Salary for a period of twenty-four (24) months from and after the date of such termination (paid at the times that your Salary would otherwise be payable if you remained an employee), plus two times (2x) the dollar amount of the Incentive Compensation Target (at the 100% level) corresponding to the Salary in effect for the year in which the termination occurred, even if you have secured other employment with LEXAR MEDIA; and
(pro rated for the first j) Any cellular phone and last month of such monthly periods, if your employment is terminated other than at the end of a calendar month). Nine (9) months or, in the case of Termination Upon a Change of Control, twelve (12) months, of this severance pay shall be paid in one lump sum upon termination, with the remainder being paid monthly in equal increments over the severance period. In addition, during the period that you are receiving severance payments and notebook computer as long as you have not secured full-time employment with another employer (such period referred then currently provided to as the "Eligibility Period"), to the extent permitted by applicable Company plans and policies and unless prohibited by law, your medical and dental, disability, and life insurance benefits will be continued (and paid by the Company) under such Company plans (with you remaining responsible for such percentage of payments under such insurance as you were responsible for contributing immediately before the employment termination). If health, medical and dental insurance benefits cannot be so continued, then provided that you elect coverage under COBRA, the Company or its successor will pay you the amount of the premium payments to obtain continued provision of health insurance substantially equivalent to the Company's health, medical and dental insurance benefit plans as are in effect immediately before your termination of employment, for the maximum period permitted by COBRA or, if longer, until you reach age 65 (with you remaining responsible for such percentage of payments under such insurance as you were responsible for contributing immediately before the employment termination), and shall also pay you an additional sum to cover any federal or state income or employment tax due on such premium payments. Your 401K and vacation accrual will cease on the termination date. During the period of payment of severance pay you will cooperate with Cellegy in providing for the orderly transition of your duties and responsibilities to other individuals, as reasonably requested by Cellegyyou.
Appears in 1 contract
