Separation Benefits. If this Agreement is terminated either by the Company without Cause in accordance with Section 6(c) (including the Company’s non-renewal of this Agreement) or by Employee resigning his employment for Good Reason in accordance with Section 6(d), the Company shall have no further obligation to Employee under this Agreement, except the Company shall provide the Accrued Obligations to Employee in accordance with Section 7(a) plus the following payments and benefits (collectively, the “Separation Benefits”) to Employee: (i) an amount equal to one times the sum of the Base Salary in effect immediately before the Termination Date plus the Annual Bonus received by Employee for the fiscal year preceding the Termination Date (or if Employee was employed for less than one full fiscal year prior to the Termination Date, the Annual Bonus for purposes of this Section 7 shall be the Annual Bonus payable during the current fiscal year at the target amount provided above) (together, the “Separation Pay”); and (ii) during the six-month period commencing on the Termination Date that Employee is eligible to elect and elects to continue coverage for himself and his eligible dependents under the Company’s group heath insurance plan pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), or similar state law, the Company shall reimburse Employee on a monthly basis for the difference between the amount Employee pays to effect and continue such coverage under COBRA and the employee contribution amount that active employees of the Company pay for the same or similar coverage; provided, however, that Employee shall notify the Company in writing within five days after he becomes eligible after the Termination Date for group health insurance coverage, if any, through subsequent employment or otherwise and the Company shall have no further reimbursement obligation after Employee becomes eligible for group health insurance coverage due to subsequent employment or otherwise. The Separation Pay shall be paid to Employee in a lump sum within 60 days of the Termination Date; provided, however, that no Separation Pay shall be paid to Employee unless the Company receives, on or within 55 days after the Termination Date, an executed and fully effective copy of the Release (as defined below). Any COBRA reimbursements due under this Section shall be made by the last day of the month following the month in which the applicable premiums were paid by Employee. ...
Separation Benefits. In the event that Employee’s employment with the Company is terminated by Employee for Good Reason or by the Company without Cause, the Company shall pay or provide to Employee the Accrued Obligations payable as described in Section 3.2.1 and the payments described in 4.1. In addition, subject to (x) Employee’s execution and delivery to the Company of a release in the form as attached hereto as Exhibit A no later than forty-five (45) days following the date of such termination and (y) Employee’s non-revocation of such release, the Company shall pay or provide to Employee the following; (a) the Severance Payment, as set forth in Section 3.4.4; (b) the Welfare Benefits Payment, as set forth in Section 3.4.4; (c) medical and dental benefits to Employee and his covered dependents (to the extent applicable) upon the same terms and conditions as if Employee continued to remain an active employee of the Company (in all events below determined without regard for any diminution of such coverage constituting Good Reason for his resignation hereunder) for the Severance Period. Subsequent to the Severance Period, Employee (or his dependents, in the case of Employee’s death) will be eligible for coverage pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA Coverage”) and making any payments required to be made by Employee or his dependents, if applicable; and (d) the payment of Annual Bonus specified in Section 4.2. Further, Employee shall be entitled to continued participation in certain welfare plans as described in Section 4.2. In addition, Employee and the Company shall continue to be bound by any provisions of this Agreement that expressly survive termination of this Agreement.
Separation Benefits. You shall be entitled to receive separation benefits upon termination of employment only as set forth in this Section 3; provided, however, that in the event you are entitled to any severance pay under a Company-sponsored severance pay plan, any such severance pay to which you are entitled under such severance pay plan shall reduce the amount of severance pay to which you are entitled pursuant to this Section 3. In all cases, upon termination of employment you will receive payment for all salary, earned bonus (if any) and unused vacation accrued as of the date of your termination of employment, and your benefits will be continued under the Company’s then existing benefit plans and policies in accordance with such plans and policies in effect on the date of termination and in accordance with applicable law. In furtherance of, and not in limitation of the foregoing, but without duplication, during the period wherein which you shall be receiving Separation Payments in accordance with the provisions of Section 3(d) hereof (the “Severance Period”), then the Company shall, at its election, either (i) continue to pay for your health benefits under the Company’s sponsored health care program in which you were enrolled and eligible to receive benefits prior to your termination of employment, or (ii) pay for your health coverage under the Consolidated Omnibus Budget Reconciliation Act (“COBRA”), in each case, for the Severance Period, when such premiums are due and owing.
Separation Benefits. In consideration of, and subject to and conditioned upon (i) Employee’s timely execution of this Agreement, (ii) Employee’s continued employment through the Separation Date, (iii) Employee’s continued compliance with the Loyalty Agreement (as defined below) and (iv) Employee’s timely execution of the general release attached hereto as Exhibit A (the “Additional Release”) on or within seven (7) days following the Separation Date, the Company will provide Employee with the separation benefits set forth in Section 4(c) (Severance Payments Upon a Termination Without Cause or Resignation with Good Reason) of the Employment Agreement subject to the terms, including payment timing, set forth therein, as modified herein, and Sections 9(k) (Withholding) and 9(m) (Section 409A) of the Employment Agreement, as set forth below. The Company and Employee acknowledge the following:
(a) The aggregate amount of Annual Base Salary to be paid in accordance with the Company’s payroll practices during the period commencing on the Separation Date and ending on the twelve (12)-month anniversary thereof in accordance with Section 4(c)(i)(A) of the Employment Agreement is $600,000. No prorated Annual Bonus shall be payable to Employee for 2022 pursuant to Section 4(c)(i)(B) of the Employment Agreement.
(b) With respect to Employee’s outstanding equity awards and earnout rights:
(i) Notwithstanding anything to the contrary in Employee’s applicable equity award agreements, the termination of Employee’s employment hereunder shall constitute a termination of service as of the Separation Date for purposes of all such outstanding equity awards.
(ii) Of Employee’s 128,218 stock options that were granted on January 21, 2021, with an exercise price of $11.35, (A) 32,054 stock options are fully vested and shall remain exercisable for three (3) months following the Separation Date, (B) 32,054 stock options shall vest as of the Separation Date pursuant to Section 4(c)(i)(C) of the Employment Agreement and remain exercisable for three (3) months following the Separation Date; and (C) the remaining 64,110 stock options shall be automatically cancelled and forfeited as of the Separation Date.
(iii) Employee’s 254,818 fully-vested stock options that were converted on January 21, 2021 from stock options granted on November 1, 2015, with a current exercise price of $0.64, shall remain exercisable for three (3) months from the Separation Date.
(iv) Employee’s 613,480 fully-vested stock options that ...
Separation Benefits. Executive shall be entitled to receive separation benefits upon such events and in such amounts as are set forth in this Section 6.
Separation Benefits. For purposes of this Agreement, “Separation Benefits” shall mean:
Separation Benefits. SICK LEAVE PAY AT SEPARATION for MBUs hired after August 16, 2005
Separation Benefits. If Sucampo terminates Executive’s employment without meeting the conditions for “Termination for Cause” in Section H(1); if Executive resigns for Good Reason under the conditions set forth in Section H(2)(b), or due to the Executive’s “Death or Disability” under Section H(2)(c); and Executive (or the executor of Executive’s estate upon death or incapacity) signs and returns to Sucampo without revocation a release prepared by Sucampo of all legally waivable claims related to or arising from Executive’s employment with Sucampo and all other terms determined exclusively by Sucampo, then (i) Sucampo shall pay Executive (or the estate): (A) the amount of any COBRA continuation premium payments made by Executive during the 12-month period following the date of termination, or the period ending when Executive becomes eligible for comparable group medical benefits coverage from another source (whichever comes first); and (B) a lump sum payment equal to 12 months of Executive’s then-current annual Base Salary; and (ii) Executive’s Equity Incentive Awards shall vest as set forth in Section H(5)(a) (collectively, the “Separation Benefits”).
Separation Benefits. In the event of any termination of employment during the Employment Term other than upon a Qualifying Event, Executive (or his estate, as the case may be) shall be entitled to the benefits set forth below (the “Separation Benefits”):
(i) The Accrued Compensation;
(ii) The Accrued Benefits; and
(iii) Executive shall be entitled to exercise the portion of the Options vested on the date of such termination for the period provided in the Plan and the applicable award agreement.
Separation Benefits. (a) In consideration of the Employee's performance of the covenants and agreements set forth herein (including, without limitation, those contained in Section 2 hereof), Parent agrees to pay the Employee an amount equal to one (1) year of his then-existing base salary (minus applicable withholdings and payroll taxes), payable in equal installments over a one-year period in accordance with Parent's normal payroll practices, in the event that:
(i) the Employee's employment with Parent or any of its subsidiaries (including the Company) is terminated by Parent or any such subsidiary (including the Company) without Cause (as hereinafter defined); or
(ii) the Employee resigns from employment with Parent or any of its subsidiaries (including the Company) at any time during the period commencing the date of a Change of Control (as hereinafter defined) of Parent and ending one-hundred-eighty (180) days after a Change of Control of Parent, as the result of Parent or any of its subsidiaries (including the Company) failing to retain the Employee in the same or similar position to that which he occupied immediately prior to such Change of Control and at the same or similar base compensation to that which he enjoyed immediately prior to such Change of Control.
(b) If the Employee's employment with Parent or any of its subsidiaries is terminated as contemplated by Section 1(a) of this Agreement, then in addition to the salary continuation benefit provided in Section 1(a), Parent agrees to pay the Employee an amount equal to the bonus that would have been earned by the Employee for the year in which the Employee's employment with Parent or any of its subsidiaries is so terminated, prorated for the portion of such year during which the Employee remained employed with Parent or such subsidiary to and including the earlier of (i) the date of termination of the Employee’s employment with Parent or such subsidiary (in the case of a termination contemplated by Section 1(a)(i) of this Agreement) or (ii) the date on which the Employee is provided with notice or otherwise becomes aware of Parent or such subsidiary’s failure so to retain the Employee (in the case of a termination contemplated by Section 1(a)(ii) of this Agreement), such bonus payment to be made at substantially the same time and in substantially the same manner (and minus applicable withholdings and payroll taxes) as Parent's normal payroll practices in respect of the payment of similar bonuses. For purposes of thi...
