Severance and Other Benefits. (a) Subject to Section 5(c), and except as otherwise provided in this Section 6, the Company shall have no obligations to Employee for any period subsequent to the effective date of any termination of the Employment Term and Employee’s employment except for the Accrued Rights.
(b) Notwithstanding the provisions of paragraph (a) of this Section 6, and except as provided in Section 7 of this Agreement, in the event of (i) a termination of Employee by the Company other than for Cause, or (ii) a voluntary termination by Employee for Good Reason, in either case, during the Employment Term, the Company will pay Employee as follows:
(i) the Accrued Rights;
(ii) (A) if such termination occurs during the first fifteen (15) months following the Prior Effective Date, an amount equal to two times (2x) the average of Employee’s Base Salary and Cash Bonus for the two years preceding the year in which the termination takes effect; and (B) if such termination occurs after the first fifteen (15) months following the Prior Effective Date, an amount equal to one times (1x) the average of Employee’s Base Salary and Cash Bonus for the one year preceding the year in which the termination takes effect; provided, however, in the case of clauses (A) and (B), if the Cash Bonus for the year prior to termination has not yet been determined as of the effective date of termination, then such Cash Bonus shall be calculated in accordance with Clauses (A) and (B) but shall include the most recent calendar year for which a Cash Bonus has been determined under this Agreement or the Prior Agreement (“Severance Pay”);
(iii) the amounts set forth in Sections 5(c)(ii) through 5(c)(iv); and
(iv) a monthly cash payment equal to the coverage of up to eighteen (18) months of continued group health, dental and/or vision coverage elected by Employee for himself and/or his eligible dependents, pursuant to and subject to the applicable provisions of COBRA (the “COBRA Benefits”).
(c) Subject to Section 9(i), the Severance Pay payable to Employee under this Agreement upon his “separation from service” (as defined under Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”)) shall be paid to Employee within 60 days following Employee’s “separation from service.” In addition, Employee shall only be entitled to Severance Pay, the amounts set forth in Sections 5(c)(ii) through (iv), and COBRA Benefits hereunder if Employee signs (and does not rescind, as may be permitted by law) the Waive...
Severance and Other Benefits. In consideration for Executive executing and not revoking or materially violating this Agreement and for his/her compliance with its terms and those certain Covenants that shall survive the Employment Agreement specified in paragraph 5 below, the Company shall provide the payments and benefits described in paragraph 11 of the Agreement (the “Severance Benefits”) at the times set forth in the Agreement.
Severance and Other Benefits. This Agreement shall not affect the Executive’s eligibility or entitlement to receive nor shall it reduce benefits payable to the Executive under any severance, change of control or similar plan, policy or agreement with the Company, including but not limited to the Employment Agreement.
Severance and Other Benefits. In accordance with the terms of the executive employment agreement between Pyxis and Employee, dated [date], 2021 (the “Employment Agreement”), which is attached hereto and incorporated herein as Attachment A, Pyxis agrees to pay Employee the severance benefits set forth in Section 4 of the Employment Agreement in accordance with the terms thereof.
Severance and Other Benefits. The Company, in exchange for the promises of Employee contained below, agrees as follows:
A. The Company agrees to pay Employee the total amount of $96,666.66 less any legally required deductions and withholdings (the “Severance Amount”). The Severance Amount will be paid in four separate installments. A first payment of $24,166.67, minus any applicable deductions and withholdings, will be made on March 30, 2012, provided the Employee has executed the Supplementary Release. Provided that Employee has executed the Supplementary Release, a subsequent payment of $24,166.67, minus applicable deductions and withholdings, will made on or before each of April 30, May 31 and June 30, 2012.
B. The Company agrees to pay Employee a bonus for 2011 in the amount of $72,500.00, minus payroll deductions and withholdings, provided Employee has executed the Supplementary Release, which such amount shall be paid within two (2) business days following the date that Employee executes the Supplementary Release.
C. During the portion, if any, of the four month period following the Resignation Date that Employee elects to continue coverage for Employee and Employee’s eligible dependents under the Company’s group health and dental plans under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”) and/or Sections 601 through 608 of the Employee Retirement Income Security Act of 1974, as amended, the Company shall reimburse Employee on a monthly basis for the premium costs paid by Employee in order to continue such health and/or dental coverage (the “COBRA Reimbursement”). The Company shall provide the COBRA Reimbursement within five days after Employee submits documentation to the Company evidencing his monthly payments to elect applicable continuation coverage; provided, however, that Employee must submit such documentation within thirty (30) days of his applicable payments, and provided further that the Company shall have no obligation to make the COBRA Reimbursements described above as of the date that Employee becomes eligible to participate in another entity’s health and/or dental insurance coverage, as applicable (which such eligibility shall be promptly reported by Employee to the Company).
D. The Company shall pay, in accordance with its normal payroll procedures, the base salary payable to Employee under the Employment Agreement accruing prior to the Resignation Date and shall reimburse Employee for all ordinary business expenses in accordance wi...
Severance and Other Benefits. In consideration for Executive executing and not revoking or materially violating this Agreement and for his/her compliance with its terms and those certain Covenants that shall survive the Employment Agreement specified in paragraph 5 below, the Company shall provide the following benefits to Executive, less any applicable deductions and withholding taxes, for the twelve (12) months immediately following the expiration of his employment:
(i) payments equal to Executive’s Annual Salary, as in effect on the date on which his employment expires, paid in accordance with the Company’s then effective payroll practices;
(ii) payments equal to Executive’s target bonus opportunity, as in effect on the date on which his employment expires, paid in accordance with the Company’s then effective bonus payment practices;
(iii) medical and dental insurance coverage provided under COBRA at no cost to Executive (except as hereafter described) pursuant to the plans then covering the employees of the Company; provided, that, during the period that the Company provides Executive with this coverage, an amount equal to the applicable COBRA premiums (or such other amounts as may be required by law) will be included in his income for tax purposes to the extent required by law and the Company may withhold taxes from Executive’s compensation for this purpose; and provided, further, that Executive may elect to continue his medical and dental insurance coverage under COBRA at his own expense for the balance, if any, of the period required by law; and
(iv) life insurance coverage pursuant to the policy then covering the employees of the Company in the amount then furnished to the Company employees at no cost (the amount of such coverage will be reduced by the amount of life insurance coverage furnished to you at no cost by a third-party employer).
Severance and Other Benefits. If Executive's employment terminates ----------------------------- during the Initial Term of this Agreement, the following shall apply:
(a) If the termination occurs under any of the following circumstances, there will be no liability on the part of the Company for the payment to Executive of severance or other benefits in connection with such termination (except as otherwise provided in any other contractual agreement or under any plan or policy of the Company or as otherwise required by law) for any compensation or other benefits attributable to any period after such termination:
(i) Executive's resignation or other election to terminate without cause;
(ii) Executive's death or Disability; or
(iii) the Company's termination of Executive for Cause.
Severance and Other Benefits. If Executive's employment with the Corporation is terminated by the Corporation at any time within the two years and six months following a Change of Control Event without Cause, or by Executive for Good Reason (the effective date of either such termination hereafter referred to as the "Termination Date"), Executive shall be entitled to the benefits provided hereafter in this Section 3 and as set forth in this Agreement. If Executive's employment with the Corporation is terminated prior to a Change of Control Event at the request of any individual or entity acquiring ownership and control of the Corporation, this Agreement shall become effective upon the subsequent occurrence of a Change of Control Event involving such acquiror, Executive's Termination Date shall be deemed to have occurred immediately following the Change of Control Event, and therefore Executive shall be entitled to the benefits provided hereafter in this Section 3 and as set forth in this Agreement.
Severance and Other Benefits. The Company, in exchange for the promises of Employee contained below, agrees as follows, subject to Employee’s signing and non-revocation of the Supplementary Release:
A. The Company agrees to pay Employee the total amount of $368,750, consisting of one year’s base salary at $295,000.00 per annum plus Employee’s bonus for 2014 in the amount of $73,750.00, less any legally required deductions and withholdings (the “Severance Amount”). The Severance Amount will be paid as follows, commencing the first month following the Resignation Date: twenty-four (24) months at a rate of $15,000.00 per month and one (1) month at a rate of $8,750.00 per month. Such amounts shall be paid by payroll continuation in accordance with the Company’s normal payroll practices and be subject to any applicable deductions and withholdings.
B. The Company will accelerate by twelve (12) months the vesting of all outstanding restricted common stock and options exercisable for common stock previously granted to Employee under the Company’s 2009 Equity Incentive Plan (the “Plan”), with all vested options (including accelerated options) remaining exercisable for a period of twelve (12) months following the Resignation Date. Any vested stock options not exercised during such time period and any unvested stock options and restricted shares of common stock not vesting within the acceleration period shall expire and become forfeit in accordance with terms of the granting documents. Exercise of stock options and issuance of restricted stock shall be in accordance with the Plan, the granting documents and applicable Company policies and procedures.
C. The Company agrees to grant Employee 38,412 shares of restricted common stock under the Plan, which shares shall vest on the Resignation Date and constitute Employee’s long-term incentive grant for 2015.
D. During the portion, if any, of the twelve-month period following the Resignation Date that Employee elects to continue coverage for Employee and Employee’s eligible dependents under the Company’s group health and dental plans under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”) and/or Sections 601 through 608 of the Employee Retirement Income Security Act of 1974, as amended, the Company shall reimburse Employee on a monthly basis for the premium costs paid by Employee in order to continue such health and/or dental coverage (the “COBRA Reimbursement”). The Company shall provide the COBRA Reimbursement within fi...
Severance and Other Benefits. In accordance with Section 7 of the Employment Agreement and in consideration of the general release and waiver of all claims against the Company and the other Releasees (as defined below) and your other promises made in this letter agreement, and conditioned on your not revoking this letter agreement as described in paragraph 22 below, the Company shall provide you with the following severance payments and other benefits:
A. The Company shall pay you salary continuation payments equal in the aggregate to $735,683.20 (less any state, federal, FICA and other applicable taxes and, as set forth below in subsection B, less the amount of medical and dental insurance contributions), which reflects payment of 160% of your annual base salary for an additional one year following the Retirement Date (the “Severance Period”). Such payments shall be paid in the same manner and pursuant to the same payroll procedures that were in effect prior to the Retirement Date and shall commence no later than the Company’s next regular pay day that is at least seven
