Common use of Severance and other Matters Related to Termination; Change of Control Clause in Contracts

Severance and other Matters Related to Termination; Change of Control. a. Termination by the Company without Cause or by You for Good Reason: Subject to Sections 10(b) and 10(f) below and Section 409A, in the event that your employment is terminated by the Company without Cause pursuant to Section 9(b) of this Letter Agreement or by you for Good Reason pursuant to Section 9(c) of this Letter Agreement, in addition to the Accrued Compensation (as defined below), the Company shall provide you with the severance payments and benefits specified below: (i) the Company shall pay you an amount equal to your annualized Base Salary, at the rate then in effect and payable in equal installments in accordance with the Company’s standard payroll policy as then in effect, for a period of twelve (12) months commencing at the time set forth in Section 10(f) hereof (the “Severance Period”); (ii) the Company shall pay you in one lump sum, on the date that annual bonuses are paid to active and similarly situated employees, a pro-rata annual bonus for the year in which your termination occurs in such amount, if any, as you would have received based on your actual performance during such calendar year, had you remained employed through the end of such calendar year, calculated by multiplying the full bonus amount (based on actual performance) for such year by a fraction, the numerator of which is the number of days you were employed during such year and the denominator of which is 365 (the “Lump Sum Pro-Rata Performance Bonus”); and (iii) subject to your timely election to continue participation in the Company’s group health and dental plans under COBRA or Massachusetts law, and only for so long as you are eligible for such coverage through COBRA or Massachusetts law, the Company shall pay you, on a monthly and taxable basis, an amount equal to the full monthly premium cost of such participation until the conclusion of the Severance Period, or, if earlier, until the date you become eligible to enroll in such plans of any new employer. b. Termination by the Company without Cause or by You for Good Reason in Connection with a Change of Control: Subject to Section 10(f) and Section 409A, in the event that your employment is terminated by the Company without Cause pursuant to Section 9(b) of this Letter Agreement or by you for Good Reason pursuant to 9(c) of this Letter Agreement, in either case within twelve (12) months following a Change of Control (as defined below), in addition to the Accrued Compensation (as defined below), in lieu of any payments and benefits provided in Section 10(a) above, the Company shall provide you with the severance payments and benefits specified below: (i) the Company shall pay you an amount equal to the sum of (A) your annualized Base Salary, at the rate then in effect, and (B) your target annual bonus for the year in which your termination of employment occurs, payable in equal installments and in accordance with the Company’s standard payroll policy as then in effect, for a period of twelve (12) months commencing at the time set forth in Section 10(f) hereof) (the “Change of Control Severance Period”); (ii) subject to your timely election to continue participation in the Company’s group health and dental plans under COBRA, and only for so long as you are eligible for such coverage through COBRA (or Massachusetts laws), the Company shall pay you, on a monthly and taxable basis, an amount equal to the full monthly premium cost of such participation until the conclusion of the Change of Control Severance Period, or, if earlier, until the date you become eligible to enroll in such plans of any new employer; and (iii) all outstanding and unvested stock options and other equity awards then held by you shall become fully vested and exercisable and, with respect to any stock options then held by you, those options shall remain exercisable for the period of time set forth in the applicable grant agreement.

Severance and other Matters Related to Termination; Change of Control. a. Termination by the Company without Cause or by You for Good Reason: Subject to Sections 10(b) and 10(f) below and Section 409A, in the event that your employment is terminated by the Company without Cause pursuant to Section 9(b) of this Letter Agreement or by you for Good Reason pursuant to Section 9(c) of this Letter Agreement, in addition to the Accrued Compensation (as defined below), the Company shall provide you with the severance payments and benefits specified below: (i) the Company shall pay you an amount equal to your annualized Base Salary, at the rate then in effect and payable in equal installments in accordance with the Company’s standard payroll policy as then in effect, for a period of twelve (12) months commencing at the time set forth in Section 10(f) hereof (the “Severance Period”); (ii) the Company shall pay you in one lump sum, on the date that annual bonuses are paid to active and similarly situated employees, a pro-rata annual bonus for the year in which your termination occurs in such amount, if any, as you would have received based on your actual performance during such calendar year, had you remained employed through the end of such calendar year, calculated by multiplying the full bonus amount (based on actual performance) for such year by a fraction, the numerator of which is the number of days you were employed during such year and the denominator of which is 365 (the “Lump Sum Pro-Rata Performance Bonus”); and (iii) subject to your timely election to continue participation in the Company’s group health and dental plans under COBRA or Massachusetts law, and only for so long as you are eligible for such coverage through COBRA or Massachusetts law, the Company shall pay you, on a monthly and taxable basis, an amount equal to the full monthly premium cost of such participation until the conclusion of the Severance Period, or, if earlier, until the date you become eligible to enroll in such plans of any new employer. b. Termination by the Company without Cause or by You for Good Reason in Connection with a Change of Control: Subject to Section 10(f) and Section 409A, in the event that your employment is terminated by the Company without Cause pursuant to Section 9(b) of this Letter Agreement or by you for Good Reason pursuant to 9(c) of this Letter Agreement, in either case within twelve eighteen (1218) months following a Change of Control (as defined below), in addition to the Accrued Compensation (as defined below), in lieu of any payments and benefits provided in Section 10(a) above, the Company shall provide you with the severance payments and benefits specified below: (i) the Company shall pay you an amount equal to the sum of (A) one and one-half times your annualized Base Salary, at the rate then in effect, and (B) one and one-half times your target annual bonus for the year in which your termination of employment occurs, payable in equal installments and in accordance with the Company’s standard payroll policy as then in effect, for a period of twelve eighteen (1218) months commencing at the time set forth in Section 10(f) hereof) hereof (the “Change of Control Severance Period”); (ii) subject to your timely election to continue participation in the Company’s group health and dental plans under COBRA, and only for so long as you are eligible for such coverage through COBRA (or Massachusetts laws), the Company shall pay you, on a monthly and taxable basis, an amount equal to the full monthly premium cost of such participation until the conclusion of the Change of Control Severance Period, or, if earlier, until the date you become eligible to enroll in such plans of any new employer; and (iii) all outstanding and unvested stock options and other equity awards then held by you shall become fully vested and exercisable and, with respect to any stock options then held by you, those options shall remain exercisable for the period of time set forth in the applicable grant agreement.

Severance and other Matters Related to Termination; Change of Control. a. Termination by the Company without Cause or by You for Good Reason: Subject to Sections 10(b11(b) and 10(f11(f) below and Section 409A, in the event that your employment is terminated by the Company without Cause pursuant to Section 9(b10(b) of this Letter Employment Agreement or by you for Good Reason pursuant to Section 9(c10(c) of this Letter Employment Agreement, in addition to the Accrued Compensation (as defined below), the Company shall provide you with the severance payments and benefits specified below: (i) the Company shall pay you an amount equal to your annualized Base Salary, at the rate then in effect and payable in equal installments in accordance with the Company’s standard payroll policy as then in effect, for a period of twelve (12) months commencing at the time set forth in Section 10(f11(f) hereof (the “Severance Period”); (ii) the Company shall pay you in one lump sum, on the date that annual bonuses are paid to active and similarly situated employees, a pro-rata annual bonus for the year in which your termination occurs in such amount, if any, as you would have received based on your actual performance during such calendar year, had you remained employed through the end of such calendar year, calculated by multiplying the full bonus amount (based on actual performance) for such year by a fraction, the numerator of which is the number of days you were employed during such year and the denominator of which is 365 (the “Lump Sum Pro-Rata Performance Bonus”); and (iii) subject to your timely election to continue participation in the Company’s group health and dental plans under COBRA or Massachusetts law, and only for so long as you are eligible for such coverage through COBRA or Massachusetts law, the Company shall pay you, on a monthly and taxable basis, an amount equal to the full monthly premium cost of such participation until the conclusion of the Severance Period, or, if earlier, until the date you become eligible to enroll in such plans of any new employer. b. Termination by the Company without Cause or by You for Good Reason in Connection with a Change of Control: Subject to Section 10(f11(f) and Section 409A, in the event that your employment is terminated by the Company without Cause pursuant to Section 9(b10(b) of this Letter Employment Agreement or by you for Good Reason pursuant to 9(c10(c) of this Letter Employment Agreement, in either case within twelve eighteen (1218) months following a Change of Control (as defined below), in addition to the Accrued Compensation (as defined below), in lieu of any payments and benefits provided in Section 10(a11(a) above, the Company shall provide you with the severance payments and benefits specified below: (i) the Company shall pay you an amount equal to the sum of (A) one and one-half times your annualized Base Salary, at the rate then in effect, and (B) one and one-half times your target annual bonus for the year in which your termination of employment occurs, payable in equal installments and in accordance with the Company’s standard payroll policy as then in effect, for a period of twelve eighteen (1218) months commencing at the time set forth in Section 10(f) hereof) hereof (the “Change of Control Severance Period”);; Arsanis, Inc. | 890 Xxxxxx Xxxxxx Xxxxx 000 • Waltham, MA • 02451 | Phone: (780) 000-0000 | www.xxxxxxx.xxx (ii) subject to your timely election to continue participation in the Company’s group health and dental plans under COBRA, and only for so long as you are eligible for such coverage through COBRA (or Massachusetts laws), the Company shall pay you, on a monthly and taxable basis, an amount equal to the full monthly premium cost of such participation until the conclusion of the twelve-month period commencing at the time set forth in Section 11(f) hereof (the “Change of Control Severance COBRA Period”), or, if earlier, until the date you become eligible to enroll in such plans of any new employer; and (iii) all outstanding and unvested stock options and other equity awards then held by you shall become fully vested and exercisable and, with respect to any stock options then held by youyou other than those granted to you in June of 2017 (the “Junx Xxxxx”), those options shall remain exercisable for the period of time set forth in the applicable grant agreement. The Company will extend until the date that is the earlier of (i) two years following the date of your termination from employment and (ii) the final exercise date, the period during which you may exercise the Junx Xxxxx. Xou understand that the stock options subject to this extended exercise period shall cease to be treated for tax purposes as incentive stock options.

Severance and other Matters Related to Termination; Change of Control. a. Termination by the Company without Cause or by You for Good Reason: Subject to Sections 10(b) and 10(f) below and Section 409A, in the event that your employment is terminated by the Company without Cause pursuant to Section 9(b) of this Letter Agreement or by you for Good Reason pursuant to Section 9(c) of this Letter Agreement, in addition to the Accrued Compensation (as defined below), the Company shall provide you with the severance payments and benefits specified below: (i) the Company shall pay you an amount equal to your annualized Base Salary, at the rate then in effect and payable in equal installments in accordance with the Company’s standard payroll policy as then in effect, for a period of twelve (12) months commencing at the time set forth in Section 10(f) hereof (the “Severance Period”); (ii) the Company shall pay you in one lump sum, on the date that annual bonuses are paid to active and similarly situated employees, a pro-rata annual bonus for the year in which your termination occurs in such amount, if any, as you would have received based on your actual performance during such calendar year, had you remained employed through the end of such calendar year, calculated by multiplying the full bonus amount (based on actual performance) for such year by a fraction, the numerator of which is the number of days you were employed during such year and the denominator of which is 365 (the “Lump Sum Pro-Rata Performance Bonus”); and (iii) subject to your timely election to continue participation in the Company’s group health and dental plans under COBRA or Massachusetts law, and only for so long as you are eligible for such coverage through COBRA or Massachusetts law, the Company shall pay you, on a monthly and taxable basis, an amount equal to the full monthly premium cost of such participation until the conclusion of the Severance Period, or, if earlier, until the date you become eligible to enroll in such plans of any new employer. b. Termination by the Company without Cause or by You for Good Reason in Connection with a Change of Control: Subject to Section 10(f) and Section 409A, in the event that your employment is terminated by the Company without Cause pursuant to Section 9(b) of this Letter Agreement or by you for Good Reason pursuant to 9(c) of this Letter Agreement, in either case within twelve eighteen (1218) months following a Change of Control (as defined below), in addition to the Accrued Compensation (as defined below), in lieu of any payments and benefits provided in Section 10(a) above, the Company shall provide you with the severance payments and benefits specified below: (i) the Company shall pay you an amount equal to the sum of (A) one and one-half times your annualized Base Salary, at the rate then in effect, and (B) one and one-half times your target annual bonus for the year in which your termination of employment occurs, payable in equal installments and in accordance with the Company’s standard payroll policy as then in effect, for a period of twelve eighteen (1218) months commencing at the time set forth in Section 10(f) hereof) hereof (the “Change of Control Severance Period”); (ii) subject to your timely election to continue participation in the Company’s group health and dental plans under COBRA, and only for so long as you are eligible for such coverage through COBRA (or Massachusetts laws), the Company shall pay you, on a monthly and taxable basis, an amount equal to the full monthly premium cost of such participation until the conclusion of the twelve-month period commencing at the time set forth in Section 10(f) hereof (the “Change of Control Severance COBRA Period”), or, if earlier, until the date you become eligible to enroll in such plans of any new employer; and (iii) all outstanding and unvested stock options and other equity awards then held by you shall become fully vested and exercisable and, with respect to any stock options then held by you, those options shall remain exercisable for the period of time set forth in the applicable grant agreement.