Separation Compensation. You entered into the Company’s Change of Control and Severance Policy effective as of February 23, 2021 (the “Severance Policy”), pursuant to a participation letter between you and the Company, according to which, you are entitled to certain severance benefits upon the execution of a release. You and the Company agree to modify those benefits as set forth herein. In exchange for you signing this Agreement and the Advisor Agreement (attached hereto as Appendix A) (the “Advisor Agreement”) and provided you do not revoke the ADEA Release in Paragraph 19 below, you and the Company mutually agree to the following: a. The Company will continue to treat you as an active employee from the Notice Date until the Separation Date for purposes of salary continuation and benefits (“Initial Advisory Period”). i. You and the Company agree that except as modified and agreed to under the Advisor Agreement, you will no longer be eligible for any further vesting of equity after the Notice Date (i.e., November 30, 2022) and, except as to 249,315 shares subject to the Option (as defined in the Advisor Agreement) that are eligible to vest as set forth more fully in the Advisor Agreement, all remaining outstanding stock option awards and RSU awards that have not vested on or before the Notice Date shall expire and be forfeited at such time without consideration. b. During the Initial Advisory Period, you shall continue to be reasonably available for advice and meetings with senior leadership including, at minimum, two 60-90 minute meetings in each of December 2022 and January 2023 concerning product strategy and other matters as requested by the Company. c. The Company agrees to provide you with severance pay in the gross amount of two hundred forty three thousand, three hundred thirty three dollars and thirty-four cents ($243,333.34), less applicable withholdings and deductions, which is equal to four (4) months of your base pay (the “Separation Payment”). The Separation Payment will be paid to you in a lump sum as soon as administratively possible (but not later than 15 business days) from the Effective Date of this Agreement (as defined in Paragraph 19 below) or 15 business days after your Separation Date, whichever is later. d. Upon your timely election to continue your existing health benefits under COBRA, and consistent with the terms of COBRA and the Company’s health insurance plan, the Company will pay the insurance premiums to continue your existing health benefits for up to ten (10) months following the month of the Separation Date (the “COBRA Benefits”). e. From the Separation Date until December 31, 2023 (the “Advisory Period”), you will continue your relationship with the Company in an advisory capacity, pursuant to the terms of both this Agreement and the Advisor Agreement. i. During the Advisory Period, you and the Company further agree that you will use commercially reasonable efforts to complete your advisory duties in good faith, as set forth in the Advisor Agreement, including by making yourself reasonably available by phone, video or in person consultations and/or strategizing sessions with senior management of the Company on an as-needed basis. f. By signing below, you acknowledge that you are receiving the valuable consideration outlined above (the “Separation Compensation”) in exchange for the voluntary agreements made herein, including but not limited to waiving your rights to claims referred to in this Agreement, and that you would not otherwise be entitled to the Separation Compensation. g. If you exercise your right to revoke the ADEA Release pursuant to Paragraph 19 below, the Company shall pay you the Severance Compensation reduced by the amount of the ADEA Consideration defined in Paragraph 19 below.
Appears in 1 contract
Samples: Separation Agreement and Release of Claims (Coinbase Global, Inc.)
Separation Compensation. You entered into the Company’s Change of Control and Severance Policy effective as of February 23, 2021 (the “Severance Policy”), pursuant to a participation letter between you and the Company, according to which, you are entitled to certain severance benefits upon the execution of a release. You and the Company agree to modify those benefits as set forth herein. In exchange for you signing this Agreement your agreement to the waiver and the Advisor Agreement (attached hereto as Appendix A) (the “Advisor Agreement”) and provided you do not revoke the ADEA Release release of claims set forth in Paragraph 19 paragraph 6, below, you and the Company mutually agree to the followingagrees to:
a. The (a) commencing on the first standard Company will continue to treat you as an active employee from payroll date following the Notice Date until the Separation Date for purposes of salary continuation and benefits (“Initial Advisory Period”).
i. You and the Company agree that except as modified and agreed to under the Advisor Agreement, you will no longer be eligible for any further vesting of equity after the Notice Date (i.e., November 30, 2022) and, except as to 249,315 shares subject to the Option (as defined in the Advisor Agreement) that are eligible to vest as set forth more fully in the Advisor Agreement, all remaining outstanding stock option awards and RSU awards that have not vested on or before the Notice Date shall expire and be forfeited at such time without consideration.
b. During the Initial Advisory Period, you shall continue to be reasonably available for advice and meetings with senior leadership including, at minimum, two 60-90 minute meetings in each of December 2022 and January 2023 concerning product strategy and other matters as requested by the Company.
c. The Company agrees to provide you with severance pay in the gross amount of two hundred forty three thousand, three hundred thirty three dollars and thirty-four cents ($243,333.34), less applicable withholdings and deductions, which is equal to four (4) months of your base pay (the “Separation Payment”). The Separation Payment will be paid to you in a lump sum as soon as administratively possible (but not later than 15 business days) from the Effective Date effective date of this Agreement (as defined in Paragraph 19 paragraph 12, below) or 15 business days after ), pay you an amount equal to 6 months of your Separation Datecurrent base salary, whichever is later.
d. Upon your timely election to continue your existing health benefits under COBRAless applicable payroll deductions and required withholdings, and consistent in substantially equal installments in accordance with the terms of COBRA and the Company’s health insurance planstandard payroll practices over the Company’s 13 pay periods following the effective date of this Agreement (as defined in paragraph 12, below);
(b) pay you $20,997, less applicable payroll deductions and required withholdings, which the parties agree satisfies in full the Company’s obligation set forth in your offer letter, dated December 13, 2006, to pay all costs that the Company would otherwise have incurred to maintain your health, welfare and retirement benefits if you had continued for 6 continuous months after the Separation Date. The Company will pay the insurance premiums amount set forth in this paragraph 3(b) in substantially equal installments commencing on and continuing in accordance with the same schedule described in paragraph 3(a);
(c) accelerate vesting and extend the time to continue exercise vested shares subject to your existing health benefits for up to ten (10) months following the month of the Separation Date stock option granted on December 20, 2006 (the “COBRA Benefits”).
e. From the Separation Date until December 31, 2023 (the “Advisory Period2006 Option”), as follows: The 2006 Option granted you will continue your relationship with an option to purchase up to 250,000 shares of the Company in an advisory capacityCompany’s common stock at a price of $2.57 per share. Your right to purchase these shares was subject to a vesting schedule and, pursuant immediately prior to the terms Separation Date, the 2006 Option was vested as to 78,125 shares and unvested as to 171,875 shares. In exchange for your agreement to the waiver and release of both this Agreement and the Advisor Agreement.
i. During the Advisory Period, you and the Company further agree that you will use commercially reasonable efforts to complete your advisory duties in good faith, as claims set forth in paragraph 6, below, the Advisor Agreement, including by making yourself reasonably available by phone, video or in person consultations and/or strategizing sessions with senior management Company agrees to: accelerate vesting as to 31,250 of the Company on an as-needed basis.
f. unvested shares, which would result in the 2006 Option being vested as to a total of 109,375 shares. By signing below, you acknowledge that you are receiving the valuable separation compensation outlined in this paragraph 3 in consideration outlined above (the “Separation Compensation”) in exchange for the voluntary agreements made herein, including but not limited to waiving and releasing your rights to claims referred to in this Agreement and your agreement regarding such claims, as well as your agreement in paragraphs 8 and 9 of this Agreement, and that you would not otherwise be entitled to the Separation Compensationsuch separation compensation.
g. If you exercise your right to revoke the ADEA Release pursuant to Paragraph 19 below, the Company shall pay you the Severance Compensation reduced by the amount of the ADEA Consideration defined in Paragraph 19 below.
Appears in 1 contract
Samples: Separation Agreement (Adventrx Pharmaceuticals Inc)
Separation Compensation. You entered into the Company’s Change of Control and Severance Policy effective as of February 23, 2021 (the “Severance Policy”), pursuant to a participation letter between you and the Company, according to which, you are entitled to certain severance benefits upon the execution of a release. You and the Company agree to modify those benefits as set forth herein. In exchange for you signing this Agreement and your agreement to the Advisor Agreement (attached hereto as Appendix A) (the “Advisor Agreement”) and provided you do not revoke the ADEA Release waiver of claims set forth in Paragraph 19 paragraph 7, below, you and the Company mutually agree to the followingagrees to:
a. The Company will continue to treat (a) pay you as an active employee from the Notice Date until the Separation Date for purposes of salary continuation and benefits (“Initial Advisory Period”).
i. You and the Company agree that except as modified and agreed to under the Advisor Agreement, you will no longer be eligible for any further vesting of equity after the Notice Date (i.e., November 30, 2022) and, except as to 249,315 shares subject to the Option (as defined in the Advisor Agreement) that are eligible to vest as set forth more fully in the Advisor Agreement, all remaining outstanding stock option awards and RSU awards that have not vested on or before the Notice Date shall expire and be forfeited at such time without consideration.
b. During the Initial Advisory Period, you shall continue to be reasonably available for advice and meetings with senior leadership including, at minimum, two 60-90 minute meetings in each of December 2022 and January 2023 concerning product strategy and other matters as requested by the Company.
c. The Company agrees to provide you with severance pay in the gross amount of two hundred forty three thousand, three hundred thirty three fifty thousand dollars and thirty-four cents ($243,333.34350,000), less applicable withholdings state and federal payroll deductions, which is equal to four constitutes twelve (412) months of your regular base pay salary (the “Separation Payment”). The Separation Payment such payment will be paid to made in pro rata installments over twelve (12) months through the Company’s payroll system);
(b) reimburse any premium payments you in a lump sum as soon as administratively possible (but not later than 15 business days) from the Effective Date of this Agreement (as defined in Paragraph 19 below) or 15 business days after your Separation Date, whichever is later.
d. Upon your timely election make to continue your existing health benefits insurance coverage under COBRA, and consistent with COBRA (or pursuant to another means of obtaining coverage substantially comparable to the terms of COBRA and coverage provided to you prior to the Company’s health insurance plan, the Company will pay the insurance premiums to continue your existing health benefits termination) for up to ten twelve (1012) months following the month Separation Date; provided that the Company’s obligation to make these payments will cease immediately if you become eligible for equivalent health benefits at the expense of another employer; and
(c) accelerate the vesting of the equity grants previously granted to you by the Company as to one-half of the number of unvested shares as of the Separation Date (as reflected in the “COBRA Benefits”attached vesting schedule).
e. From , with such acceleration being effective on the Effective Date (as defined in paragraph 17 below). The remaining unvested equity grants will expire on the Separation Date until December 31, 2023 (the “Advisory Period”), you and any unvested shares of Common Stock will continue your relationship with be immediately forfeited to the Company in an advisory capacity, pursuant to the terms of both this the applicable Stock Grant Agreement and Stock Transfer Agreement. On the Advisor Agreement.
i. During Effective Date, your vested stock options, including such options that vest pursuant to this subparagraph (d) may be exercised at any time until July 23, 2012, or earlier in the Advisory Periodevent of certain corporate transactions described in Section 9.2 of the Company’s 2003 Stock Option Plan. Although it is under no obligation to do so, you and the Company further agree that you will use commercially reasonable efforts may, at its sole discretion and pursuant to complete your advisory duties in good faithan agreement signed by both parties, elect to extend the period of exercise until November 16, 2012. To the extent a stock option is intended to qualify as an Incentive Stock Option pursuant to Section 422 of the Internal Revenue Code of 1986, as set forth in amended (the Advisor “Code”) it will cease to do so to the extent required by law. You will remain bound by the Company’s 2003 Stock Option Plan, the applicable Stock Option Agreements, Stock Grant Agreement, including by making yourself reasonably available by phone, video or and Stock Transfer Agreement evidencing your equity awards. The payments described in person consultations and/or strategizing sessions with senior management subparagraph (a) above will commence on the 60th day after the Separation Date and will be retroactive to the Separation Date provided the release is effective pursuant to paragraph 17 of the Company on an as-needed basis.
f. this Agreement. By signing below, you acknowledge that you are receiving the valuable separation compensation outlined in this paragraph 3 in consideration outlined above (the “Separation Compensation”) in exchange for the voluntary agreements made herein, including but not limited to waiving your rights to claims referred to in this Agreement, Agreement and that you would not otherwise be entitled to the Separation Compensation.
g. If separation compensation. You further acknowledge that this Agreement satisfies fully the Company’s obligations to provide you exercise with severance benefits under your right June 17, 2008 offer letter. Notwithstanding the foregoing, if you fail to revoke materially comply with any provisions of the ADEA Release pursuant confidentiality agreements described in paragraph 6 of this Agreement or the nondisparagement provisions set forth in paragraph 9 of this Agreement, then you will have no further rights to Paragraph 19 below, the benefits described in this paragraph 3 and the Company shall pay you the Severance Compensation reduced by the amount of the ADEA Consideration defined in Paragraph 19 belowretain all other remedies under this Agreement.
Appears in 1 contract
Separation Compensation. You entered into In exchange for your agreement to the waiver of claims set forth in paragraph 8 below and compliance with all of the terms of this Agreement, including but not limited to paragraphs 4, 5, 6, 7, 8, 9 and 11, the Company agrees to:
(a) pay you two hundred percent (200%) of your current base salary, less applicable state and federal payroll deductions, in equal installments for a period of twenty‑four (24) months after the Separation Date in accordance with the Company’s Change 's standard payroll practices, commencing within fourteen (14) days following the Effective Date (as defined in paragraph 19 below);
(b) pay you a lump-sum payment of Control $28,839.60, which may be used for continued health benefits for you and Severance Policy effective your dependents under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended, with such lump sum payment payable within ten (10) days following the Effective Date; and
(c) with respect to your outstanding equity grants:
(i) continue the vesting of all time‑based stock options previously granted to you by the Company until November 30, 2013 as if you remained employed by the Company through such date (each of your stock options and the vesting thereof provided by this subparagraph (i) are set forth on Exhibit A hereto). On or after the Effective Date, each of your vested stock options, including such options that vest pursuant to this subparagraph (c), may be exercised at any time until the later of (A) February 2328, 2021 2014 or (B) the date provided in the applicable stock option agreement, but in no event later than ten (10) years following the date on which each such stock option was granted; to the extent that a stock option is intended to qualify as an incentive stock option pursuant to Section 422 of the Internal Revenue Code of 1986, as amended (the “Severance Policy”), pursuant to a participation letter between you and the Company, according to which, you are entitled to certain severance benefits upon the execution of a release. You and the Company agree to modify those benefits as set forth herein. In exchange for you signing this Agreement and the Advisor Agreement (attached hereto as Appendix A) (the “Advisor AgreementCode”) and provided you it will cease to do not revoke the ADEA Release in Paragraph 19 below, you and the Company mutually agree so to the following:extent required by law; and
a. The (ii) all time‑based restricted stock units (“RSU”) that would vest in accordance with their terms on or before June 19, 2014 had you remained employed by the Company will continue to treat vest as though you as an active employee from remained employed by the Notice Date until Company through such date (each of your time‑based RSUs and the Separation Date for purposes of salary continuation and benefits vesting thereof provided by this subparagraph (ii) are set forth on Exhibit A hereto). All performance‑based RSUs that are based on the Company's Total Shareholder Return (“Initial Advisory PeriodTSR”).
i. You and the Company agree that except as modified and agreed to under the Advisor Agreement, you will no longer be eligible for any further vesting of equity after the Notice Date (i.e., November 30, 2022) and, except as to 249,315 shares subject relative to the Option (as defined performance of each of the companies in the Advisor AgreementNASDAQ‑100 Index (or other performance criteria) at the end of applicable performance periods that are eligible to vest as set forth more fully in the Advisor Agreement, all remaining outstanding stock option awards and RSU awards that have not vested end on or before the Notice Date shall expire and be forfeited at such time without consideration.
b. During the Initial Advisory PeriodJune 19, you shall continue to be reasonably available for advice and meetings with senior leadership including, at minimum, two 60-90 minute meetings in each of December 2022 and January 2023 concerning product strategy and other matters as requested by the Company.
c. The Company agrees to provide you with severance pay in the gross amount of two hundred forty three thousand, three hundred thirty three dollars and thirty-four cents ($243,333.34), less applicable withholdings and deductions, which is equal to four (4) months of your base pay (the “Separation Payment”). The Separation Payment will be paid to you in a lump sum as soon as administratively possible (but not later than 15 business days) from the Effective Date of this Agreement (as defined in Paragraph 19 below) or 15 business days after your Separation Date, whichever is later.
d. Upon your timely election to continue your existing health benefits under COBRA, and consistent with the terms of COBRA and the Company’s health insurance plan, the Company will pay the insurance premiums to continue your existing health benefits for up to ten (10) months following the month of the Separation Date (the “COBRA Benefits”).
e. From the Separation Date until December 31, 2023 (the “Advisory Period”), you will continue your relationship with the Company in an advisory capacity, pursuant to the terms of both this Agreement and the Advisor Agreement.
i. During the Advisory Period, you and the Company further agree that you will use commercially reasonable efforts to complete your advisory duties in good faith, 2014 as set forth in the Advisor Agreement, including by making yourself reasonably available by phone, video or in person consultations and/or strategizing sessions with senior management relevant RSU grant agreements will vest as of the applicable vesting dates set forth in the relevant RSU grant agreements, solely to the extent that the performance periods end on or before June 19, 2014 and the applicable TSR performance metrics for such RSUs for such performance periods are satisfied (each of your performance‑based RSUs and the potential vesting thereof provided by this subparagraph (ii) are set forth on Exhibit A hereto). Such RSUs will be settled within thirty (30) days following the date upon which the above requirements are satisfied date. Any such performance‑based RSUs for which the applicable TSR performance metrics are not satisfied shall be forfeited to the Company. The Company will not exercise any power of negative discretion under any RSU agreement to reduce the number of RSUs that otherwise would vest in accordance with the preceding except to the extent that it exercises its power of negative discretion with respect to all executive officers with performance-based RSUs with substantially similar performance metrics. The remaining unvested time‑based and remaining performance‑based equity grants will expire on an as-needed basis.
f. the Separation Date and any such unvested equity grants will cease vesting and be immediately forfeited to the Company. You will remain bound by the Company's 2000 Equity Incentive Plan and the applicable equity agreements evidencing your equity awards, except to the extent that they are modified by this Agreement. The stock option exercise methods provided pursuant to your stock options agreements and the Company's 2000 Equity Incentive Plan prior to this Agreement will continue to be available to you to the extent permitted by the terms thereof. By signing below, you acknowledge that you are receiving the valuable separation compensation outlined in this paragraph 3 in consideration outlined above (the “Separation Compensation”) in exchange for the voluntary agreements made herein, including but not limited to waiving your rights to claims referred to in this Agreement, Agreement and that you would not otherwise be entitled to the Separation Compensation.
g. If separation compensation. You also acknowledge that if you exercise your right to revoke the ADEA Release pursuant to Paragraph 19 below, the Company shall pay you the Severance Compensation reduced by the amount violate any of the ADEA Consideration defined in Paragraph 19 belowterms of this Agreement, any future payments under paragraph 3 of this Agreement will terminate, any then‑unvested stock options and restricted stock units will terminate and any extended exercisability of stock options will terminate.
Appears in 1 contract
Separation Compensation. You entered into the Company’s Change of Control and Severance Policy effective as of February 23, 2021 (the “Severance Policy”), pursuant to a participation letter between you and the Company, according to which, you are entitled to certain severance benefits upon the execution of a release. You and the Company agree to modify those benefits as set forth herein. In exchange for you signing this Agreement your agreement to the waiver and the Advisor Agreement (attached hereto as Appendix A) (the “Advisor Agreement”) and provided you do not revoke the ADEA Release release of claims set forth in Paragraph 19 paragraph 7, below, you and the Company mutually agree to the followingagrees to:
a. The (a) commencing on the first standard Company will continue to treat you as an active employee from payroll date following the Notice Date until the Separation Date for purposes of salary continuation and benefits (“Initial Advisory Period”).
i. You and the Company agree that except as modified and agreed to under the Advisor Agreement, you will no longer be eligible for any further vesting of equity after the Notice Date (i.e., November 30, 2022) and, except as to 249,315 shares subject to the Option (as defined in the Advisor Agreement) that are eligible to vest as set forth more fully in the Advisor Agreement, all remaining outstanding stock option awards and RSU awards that have not vested on or before the Notice Date shall expire and be forfeited at such time without consideration.
b. During the Initial Advisory Period, you shall continue to be reasonably available for advice and meetings with senior leadership including, at minimum, two 60-90 minute meetings in each of December 2022 and January 2023 concerning product strategy and other matters as requested by the Company.
c. The Company agrees to provide you with severance pay in the gross amount of two hundred forty three thousand, three hundred thirty three dollars and thirty-four cents ($243,333.34), less applicable withholdings and deductions, which is equal to four (4) months of your base pay (the “Separation Payment”). The Separation Payment will be paid to you in a lump sum as soon as administratively possible (but not later than 15 business days) from the Effective Date effective date of this Agreement (as defined in Paragraph 19 paragraph 12, below), pay you an amount equal to 6 months of your current base salary, less applicable state and federal payroll deductions, in substantially equal installments in accordance with the Company’s standard payroll practices over the Company’s 13 pay periods following the effective date of this Agreement (as defined in paragraph 12, below);
(b) or 15 business days pay you $16,037.68, less applicable state and federal payroll deductions, which the parties agree satisfies in full the Company’s obligation set forth in your offer letter, dated September 7, 2006, to pay all costs that the Company would otherwise have incurred to maintain your health, welfare and retirement benefits if you had continued for 6 continuous months after your Separation Date, whichever is later.
d. Upon your timely election to continue your existing health benefits under COBRA, and consistent with the terms of COBRA and the Company’s health insurance plan, the . The Company will pay the insurance premiums amount set forth in this paragraph 3(b) in substantially equal installments commencing on and continuing in accordance with the same schedule described in paragraph 3(a);
(c) accelerate vesting and extend the time to continue exercise vested shares of your existing health benefits for up to ten (10) months following the month of the Separation Date stock option granted on September 27, 2006 (the “COBRA Benefits2006 Option”).
e. From , as follows: The 2006 Option granted you an option to purchase up to 300,000 shares of the Company’s common stock at a price of $2.86 per share. Your right to purchase these shares was subject to a vesting schedule and, immediately prior to the Separation Date until Date, the 2006 Option was vested as to 100,000 shares and unvested as to 200,000 shares. In exchange for your agreement to the waiver and release of claims set forth in paragraph 7, below, the Company agrees to: (A) accelerate vesting as to 31,249 of the unvested shares, which would result in the 2006 Option being vested as to a total of 131,249 shares; and, (B) extend the time for you to exercise the vested shares under the 2006 Option to Noon (Pacific) on December 31, 2023 2008. To effect the foregoing, the parties agree that Section 3(a)(ii) of the 2006 Option Agreement is hereby amended and restated in its entirety as follows and acknowledge that such amendment may result in a new grant date for incentive stock option purposes:
(ii) In the “Advisory Period”)event of Optionee’s death, you will continue your relationship with disability or other termination of Optionee’s Continuous Service, the Company Option shall be exercisable in an advisory capacity, pursuant the manner and to the terms extent provided in Section 6.3 of both this Agreement and the Advisor Agreement.
i. During Plan; provided, however, that, anything in Section 6.3(a)(i) to the Advisory Periodcontrary notwithstanding but subject to Optionee’s timely execution of a release of claims against the Company, you and the Company further agree that you will use commercially reasonable efforts to complete your advisory duties in good faith, as set forth in the Advisor Agreementform provided by the Company, including by making yourself reasonably available by phoneand Optionee’s not revoking such release, video or in person consultations and/or strategizing sessions with senior management the event of an Involuntary Termination, the Company Option shall remain exercisable until Noon (Pacific) on an as-needed basisDecember 31, 2008.
f. ” By signing below, you acknowledge that you are receiving the valuable separation compensation outlined in this paragraph 3 in consideration outlined above (the “Separation Compensation”) in exchange for the voluntary agreements made herein, including but not limited to waiving and releasing your rights to claims referred to in this Agreement, Agreement and that you would not otherwise be entitled to the Separation Compensationsuch separation compensation.
g. If you exercise your right to revoke the ADEA Release pursuant to Paragraph 19 below, the Company shall pay you the Severance Compensation reduced by the amount of the ADEA Consideration defined in Paragraph 19 below.
Appears in 1 contract
Samples: Separation Agreement (Adventrx Pharmaceuticals Inc)
