Common use of Separation Benefits upon Certain Terminations Clause in Contracts

Separation Benefits upon Certain Terminations. If the Company terminates Employee’s employment without Cause or Employee terminates employment for Good Reason, then conditioned upon Employee satisfying the Release conditions set forth below, the Company will provide Employee with the following benefits (the “Separation Benefits”): (i) payment of Employee’s then-current base salary for a period of 9 months (12 months in the case of a Change in Control Termination); (ii) conditioned upon Employee’s proper and timely election to continue his health insurance benefits under COBRA after the termination of Employee’s employment, reimbursement of Employee’s applicable COBRA premiums for the lesser of 9 months (12 months in the case of a Change in Control Termination) following termination or until Employee becomes eligible for insurance benefits from another employer, provided, however, that the Company has the right to terminate such payment of COBRA premium reimbursement to Employee and instead pay Employee a lump sum amount equal to the applicable COBRA premium multiplied by the number of months remaining in the specified period if the Company determines in its discretion that continued payment of the COBRA premiums is or may be discriminatory under Section 105(h) of the Internal Revenue Code; (iii) in the case of a Change in Control Termination, payment of an amount equal to one-twelfth of Employee’s then-current target bonus per month for the number of months during which Employee is receiving salary continuation under clause (i) above; and (iv) in the case of a Change in Control Termination, acceleration of the vesting (and exercisability, as relevant) of all unvested and/or unexercisable equity awards held by Employee as of immediately prior to termination. The Separation Benefits are conditioned upon Employee executing a general release of claims in a form acceptable to the Company (the “Release”) within the time specified therein, which Release is not revoked within any time period allowed for revocation under applicable law. The Separation Benefits will be payable to Employee over time in accordance with the Company’s payroll practices and procedures, subject to required withholding, beginning as soon as practicable (but no more than thirty (30) days) following the Release becoming irrevocable; provided, however, that if the Release revocation period spans two calendar years, payments will begin in the second of those calendar years to the extent required to avoid adverse taxation under Section 409A of the Internal Revenue Code (the “Code”).

Separation Benefits upon Certain Terminations. If the Company terminates Employee’s employment without Cause or Employee terminates employment for Good Reason, then conditioned upon Employee satisfying the Release conditions set forth below, the Company will provide Employee with the following benefits (the “Separation Benefits”): (i) payment of Employee’s then-current base salary for a period of 9 months (12 months in the case of a Change in Control Termination); (ii) conditioned upon Employee’s proper and timely election to continue his health insurance benefits under COBRA after the termination of Employee’s employment, reimbursement of Employee’s applicable COBRA premiums for the lesser of 9 months (12 months in the case of a Change in Control Termination) following termination or until Employee becomes eligible for insurance benefits from another employer, provided, however, that the Company has the right to terminate such payment of COBRA premium reimbursement to Employee and instead pay Employee a lump sum amount equal to the applicable COBRA premium multiplied by the number of months remaining in the specified period if the Company determines in its discretion that continued payment of the COBRA premiums is or may be discriminatory under Section 105(h) of the Internal Revenue Code; (iii) in the case of a Change in Control Termination, payment of an amount equal to one-twelfth of Employee’s then-current target bonus per month for the number of months during which Employee is receiving salary continuation under clause (i) above; and (iviii) in the case of a Change in Control Termination, acceleration of the vesting (and exercisability, as relevant) of all unvested and/or unexercisable equity awards held by Employee as of immediately prior to termination. The Separation Benefits are conditioned upon Employee executing a general release of claims in a form acceptable to the Company (the “Release”) within the time specified therein, which Release is not revoked within any time period allowed for revocation under applicable law. The Separation Benefits will be payable to Employee over time in accordance with the Company’s payroll practices and procedures, subject to required withholding, beginning as soon as practicable (but no more than thirty (30) days) following the Release becoming irrevocable; provided, however, that if the Release revocation period spans two calendar years, payments will begin in the second of those calendar years to the extent required to avoid adverse taxation under Section 409A of the Internal Revenue Code (the “Code”).

Separation Benefits upon Certain Terminations. If the Company terminates Employee’s employment without Cause or Employee terminates employment for Good Reason, then conditioned upon Employee satisfying the Release conditions set forth below, the Company will provide Employee with the following benefits (the “Separation Benefits”): (i) payment of Employee’s then-current base salary for a period of 9 nine (9) months (12 twelve (12) months in the case of a Change in Control Termination); (ii) conditioned upon Employee’s proper and timely election to continue his health insurance benefits under COBRA after the termination of Employee’s employment, reimbursement of Employee’s applicable COBRA premiums for the lesser of 9 nine (9) months (12 twelve (12) months in the case of a Change in Control Termination) following termination or until Employee becomes eligible for insurance benefits from another employer, provided, however, that the Company has the right to terminate such payment of COBRA premium reimbursement to Employee and instead pay Employee a lump sum amount equal to the applicable COBRA premium multiplied by the number of months remaining in the specified period if the Company determines in its discretion that continued payment of the COBRA premiums is or may be discriminatory under Section 105(h) of the Internal Revenue Code; (iii) in the case of a Change in Control Termination, payment of an amount equal to one-twelfth of Employee’s then-current target bonus per month for the number of months during which Employee is receiving salary continuation under clause (i) above; and (iv) in the case of a ​ Change in Control Termination, acceleration of the vesting (and exercisability, as relevant) of all unvested and/or unexercisable equity awards held by Employee as of immediately prior to termination. The Separation Benefits are conditioned upon Employee executing a general release of claims in a form acceptable to the Company (the “Release”) within the time specified therein, which Release is not revoked within any time period allowed for revocation under applicable law. The Separation Benefits will be payable to Employee in equal installments over time in accordance with the Company’s payroll practices and procedures, subject to required withholding, beginning as soon as practicable (but no more than thirty (30) days) following the Release becoming irrevocable; provided, however, that if the Release revocation period spans two (2) calendar years, payments will begin in the second of those calendar years to the extent required to avoid adverse taxation under Section 409A of the Internal Revenue Code (the “Code”).

Separation Benefits upon Certain Terminations. If the Company terminates EmployeeExecutive’s employment without Cause (as defined below) or Employee terminates employment if Executive resigns for Good ReasonReason (as defined below), then conditioned upon Employee satisfying the Executive executing and not revoking a Release conditions set forth (as defined below, the Company ) following such termination Executive will provide Employee with be entitled to receive the following benefits (the “Separation Benefits”): : (i) Executive will be entitled to receive continued payment of EmployeeExecutive’s then-current base salary Base Salary for a period of 9 twelve (12) months (12 months in the case of a Change in Control Termination“Salary Continuation”); , (ii) conditioned upon Employee’s proper and timely election Executive will be entitled to continue his health insurance benefits under COBRA after the termination of Employee’s employment, reimbursement of Employee’s applicable COBRA premiums for the lesser of 9 months (12 months in the case of a Change in Control Termination) following termination or until Employee becomes eligible for insurance benefits from another employer, provided, however, that sell to the Company has at the right trailing 10 day VWAP sufficient shares owned by Executive (directly or through a holding company) to terminate such payment of COBRA premium reimbursement to Employee and instead pay Employee a lump sum amount generate proceeds equal to the applicable COBRA premium multiplied difference between $800,000 and the cumulative amounts received by the number Executive from all previous sales he has made of months remaining in the specified period if the Company determines in its discretion that continued payment of the COBRA premiums is or may be discriminatory under Section 105(h) of the Internal Revenue Code; stock, and (iii) in the case of a Change in Control Termination, payment of an amount equal all outstanding options to one-twelfth of Employee’s then-current target bonus per month for the number of months during which Employee is receiving salary continuation under clause (i) above; and (iv) in the case of a Change in Control Termination, acceleration purchase common stock of the vesting (and exercisability, as relevant) of all unvested and/or unexercisable equity awards Company then held by Employee Executive will, to the extent unvested, vest ratably by month over the ensuing 12 months and any unexercised options shall expire 15 months after termination, and, to the extent such options are designated as non-statutory stock options, the post-termination exercise period of immediately prior such options will be extended to terminationtwo years after the date of termination (but in no event beyond the original expiration date of the option). The Separation Benefits are conditioned upon Employee executing a general release of claims in a form acceptable to the Company (the “Release”) within the time specified therein, which Release is not revoked within any time period allowed for revocation under applicable law. The Separation Benefits Salary Continuation will be payable to Employee Executive over time in accordance with the Company’s payroll practices and procedures, subject to required withholding, procedures beginning as soon as practicable on the thirtieth (but no more than thirty (3030th) days) day following the Release becoming irrevocable; providedtermination of Executive’s employment with the Company, however, provided that the first installment will include all installments that would have been paid if the Release revocation period spans two calendar yearspayments had begun immediately following the date of termination. Notwithstanding the foregoing, payments if Executive is entitled to receive the Salary Continuation but violates in any material respects any provisions of Section 6 or Section 8 hereof after termination of employment, the Company will begin be entitled to immediately stop paying any further installments of the Salary Continuation, in the second of those calendar years addition to any other remedies that may be available to the extent required Company in law or at equity. Executive agrees that other than with respect to avoid adverse taxation under Section 409A the share sales described in clause 5(b)(ii) above, for a period of 18 months following termination, he will not sell an amount of shares each day that exceeds 10% of the Internal Revenue Code (the “Code”)trailing 10 trading day average volume) of Helix common stock.

Separation Benefits upon Certain Terminations. If the Company terminates Employee’s employment without Cause or Employee terminates employment for Good Reason, then conditioned upon Employee satisfying the Release conditions set forth below, the Company will provide Employee with the following benefits (the “Separation Benefits”): (i) payment of Employee’s then-current base salary for a period of 9 12 months (12 18 months in the case of a Change in Control Termination); (ii) conditioned upon Employee’s proper and timely election to continue his health insurance benefits under COBRA after the termination of Employee’s employment, reimbursement of Employee’s applicable COBRA premiums for the lesser of 9 12 months (12 18 months in the case of a Change in Control Termination) following termination or until Employee becomes eligible for insurance benefits from another employer, provided, however, that the Company has the right to terminate such payment of COBRA premium reimbursement to Employee and instead pay Employee a lump sum amount equal to the applicable COBRA premium multiplied by the number of months remaining in the specified period if the Company determines in its discretion that continued payment of the COBRA premiums is or may be discriminatory under Section 105(h) of the Internal Revenue Code; (iii) in the case of a Change in Control Termination, payment of an amount equal to one-twelfth of Employee’s then-current target bonus per month for the number of months during which Employee is receiving salary continuation under clause (i) above; and (iv) in the case of a Change in Control Termination, acceleration of the vesting (and exercisability, as relevant) of all unvested and/or unexercisable equity awards held by Employee as of immediately prior to termination. The Separation Benefits are conditioned upon Employee executing a general release of claims in a form acceptable to the Company (the “Release”) within the time specified therein, which Release is not revoked within any time period allowed for revocation under applicable law. The Separation Benefits will be payable to Employee over time in accordance with the Company’s payroll practices and procedures, subject to required withholding, beginning as soon as practicable (but no more than thirty (30) days) following the Release becoming irrevocable; provided, however, that if the Release revocation period spans two calendar years, payments will begin in the second of those calendar years to the extent required to avoid adverse taxation under Section 409A of the Internal Revenue Code (the “Code”).

Separation Benefits upon Certain Terminations. If the Company terminates EmployeeExecutive’s employment without Cause (as defined below) or Employee terminates employment if Executive resigns for Good ReasonReason (as defined below), then conditioned upon Employee satisfying the Executive executing and not revoking a Release conditions set forth (as defined below, the Company ) following such termination Executive will provide Employee with be entitled to receive the following benefits (the “Separation Benefits”): : (i) Executive will be entitled to receive continued payment of EmployeeExecutive’s then-current base salary Base Salary for a period of 9 eighteen (18) months (12 months in the case of a Change in Control Termination“Salary Continuation”); , (ii) conditioned upon Employee’s proper and timely election Executive will be entitled to continue his health insurance benefits under COBRA after the termination of Employee’s employment, reimbursement of Employee’s applicable COBRA premiums for the lesser of 9 months (12 months in the case of a Change in Control Termination) following termination or until Employee becomes eligible for insurance benefits from another employer, provided, however, that sell to the Company has at the right trailing 10 day VWAP sufficient shares owned by Executive (directly or through a holding company) to terminate such payment of COBRA premium reimbursement to Employee and instead pay Employee a lump sum amount generate proceeds equal to the applicable COBRA premium multiplied difference between $800,000 and the cumulative amounts received by the number Executive from all previous sales he has made of months remaining in the specified period if the Company determines in its discretion that continued payment of the COBRA premiums is or may be discriminatory under Section 105(h) of the Internal Revenue Code; stock, and (iii) in the case of a Change in Control Termination, payment of an amount equal all outstanding options to one-twelfth of Employee’s then-current target bonus per month for the number of months during which Employee is receiving salary continuation under clause (i) above; and (iv) in the case of a Change in Control Termination, acceleration purchase common stock of the vesting (and exercisability, as relevant) of all unvested and/or unexercisable equity awards Company then held by Employee Executive will, to the extent unvested, vest ratably by month over the ensuing 18 months and any unexercised options shall expire 21 months after termination, and, to the extent such options are designated as non-statutory stock options, the post-termination exercise period of immediately prior such options will be extended to terminationtwo years after the date of termination (but in no event beyond the original expiration date of the option). The Separation Benefits are conditioned upon Employee executing a general release of claims in a form acceptable to the Company (the “Release”) within the time specified therein, which Release is not revoked within any time period allowed for revocation under applicable law. The Separation Benefits Salary Continuation will be payable to Employee Executive over time in accordance with the Company’s payroll practices and procedures, subject to required withholding, procedures beginning as soon as practicable on the thirtieth (but no more than thirty (3030th) days) day following the Release becoming irrevocable; providedtermination of Executive’s employment with the Company, however, provided that the first installment will include all installments that would have been paid if the Release revocation period spans two calendar yearspayments had begun immediately following the date of termination. Notwithstanding the foregoing, payments if Executive is entitled to receive the Salary Continuation but violates in any material respects any provisions of Section 6 or Section 8 hereof after termination of employment, the Company will begin be entitled to immediately stop paying any further installments of the Salary Continuation, in the second of those calendar years addition to any other remedies that may be available to the extent required Company in law or at equity. For avoidance of doubt, the termination of Executive’s employment as a result of Executive’s death or disability will not constitute a termination without Cause for purposes of litigation but will trigger the rights described in this Section 5(b). Executive agrees that other than with respect to avoid adverse taxation under Section 409A the share sales described in clause 5(b)(ii) above, for a period of 18 months following termination, he will not sell an amount of shares each day that exceeds 10% of the Internal Revenue Code (the “Code”)trailing 10 trading day average volume) of Helix common stock.

Separation Benefits upon Certain Terminations. If the Company terminates Employee’s employment without Cause (as defined below), or if Employee terminates resigns his employment for Good ReasonReason (as defined below), then conditioned upon Employee satisfying executing a Release (as defined below) following such termination, Employee will be entitled to receive the Release conditions set forth below, the Company will provide Employee with the following benefits (the “Separation Benefits”): (i) continued payment of Employee’s then-current base salary Base Salary for a period of 9 three (3) months after termination (12 the “Separation Benefits”). Effective as of July 1, 2015, the Separation Benefits will be increased to a period of six (6) months in the case of a Change in Control Termination); (ii) conditioned upon Employee’s proper and timely election to continue his health insurance benefits under COBRA after the termination of Employee’s employmentsalary continuation, reimbursement of Employee’s applicable COBRA premiums for the lesser of 9 months (12 months in the case of a Change in Control Termination) following termination or until Employee becomes eligible for insurance benefits from another employer, provided, however, provided that the Company has (i) completed an equity financing (which will include for such purpose the right to terminate such payment issuance of COBRA premium reimbursement to Employee and instead pay Employee debt convertible into Company equity) in a lump sum amount equal transaction or a series of transactions leading to the applicable COBRA premium multiplied Company’s receipt of aggregate proceeds totaling at least $10,000,000, or (ii) completed a strategic partnership transaction with a biopharmaceutical company resulting in the receipt by the number Company of months remaining at least $10,000,000 in the specified period if the Company determines in its discretion that continued payment non-contingent proceeds. If neither of the COBRA premiums is or may be discriminatory under Section 105(h) of the Internal Revenue Code; (iii) conditions described in the case of a Change in Control Termination, payment of an amount equal to one-twelfth of Employee’s then-current target bonus per month for the number of months during which Employee is receiving salary continuation under clause (i) above; and or (ivii) in the case of a Change in Control Termination, acceleration of the vesting (and exercisability, as relevant) of all unvested and/or unexercisable equity awards held by Employee above has occurred as of immediately prior July 1, 2015, then the Separation Benefits will not be so increased as of such date, but instead will be increased to terminationsix (6) months of salary continuation only when the first of either such conditions is thereafter met, provided that Employee is employed by the Company on such date. The Separation Benefits are conditioned upon Employee executing a general release of claims in a form acceptable satisfactory to the Company (the “Release”) within the time specified therein, which Release is not revoked within any time period allowed for revocation under applicable law. The Separation Benefits will be payable to Employee over time in accordance with the Company’s payroll practices and proceduresprocedures beginning on the sixtieth (60th) day following the termination of Employee’s employment with the Company, subject provided that the Company, in its sole discretion, may begin the payments earlier. For avoidance of doubt, the termination of Employee’s employment as a result of his death or disability (meaning the inability of Employee, due to required withholdingthe condition of his physical, beginning as soon as practicable (but no mental or emotional health, effectively to perform the essential functions of his job with or without reasonable accommodation for a continuous period of more than thirty (3090 days or for 90 days in any period of 180 consecutive days, as determined by the Board in its sole discretion in consultation with a physician retained by the Company) days) following will not constitute a termination without Cause triggering the Release becoming irrevocable; provided, however, that if the Release revocation period spans two calendar years, payments will begin rights described in the second of those calendar years to the extent required to avoid adverse taxation under this Section 409A of the Internal Revenue Code (the “Code”4(b).