SEVERANCE; CHANGE IN CONTROL. If within 2 years following a Change in Control (as defined herein), Executive is terminated without Cause or resigns for Good Reason, subject to Sections 4(f) and (g) below, Executive shall be entitled to: (1) 200% of Base Salary, plus 200% of Target Annual Bonus, payable in a single lump sum; (2) a pro-rated bonus based on Target Annual Bonus for the year in which the Executive's termination of employment occurs, payable in a single lump sum when other Company bonuses are paid for such year, but in no event later than the Bonus Payment Date; and (3) continued participation for the period commencing on the date of Executive's termination of employment and ending on the 24-month anniversary thereof (the “24-Month Period”) in health, dental, disability, and life insurance plans at the same level of coverage and Executive contribution as was in effect immediately prior to Executive's termination of employment; provided, however, that if (A) any plan pursuant to which such health and dental benefits are provided is not, or ceases prior to the expiration of the 24-Month Period to be, exempt from the application of Section 409A (as defined below) under Treasury Regulation Section 1.409A-1(a)(5), (B) the Company cannot provide the health, dental, disability and/or life insurance benefits without violating applicable law (including, without limitation, Section 2716 of the Public Health Service Act), or (C) the Company is otherwise unable under applicable law to continue to cover Executive or Executive's dependents under its group health, dental, disability and/or life insurance plans without violating a prohibition on such coverage or incurring penalties and/or additional taxes as a result of such coverage, then, in any such case, an amount equal to each remaining premium payment shall thereafter be paid to the Executive as currently taxable compensation in substantially equal monthly installments over the 24-Month Period (or the remaining portion thereof). Additionally, all equity and long term incentive awards not vested will become 100% vested on the effective date of the Change in Control. The payment of severance shall be conditioned upon Executive's signing (and not revoking within the revocation period, if any, provided pursuant to the applicable release agreement) of a general release in favor of the Company. Nothing contained herein shall limit or impinge any other rights or remedies of the Company or Executive under any other agreement or plan to which ...
SEVERANCE; CHANGE IN CONTROL. 7.01 If (a) the Executive’s employment is involuntarily terminated by the Company without Cause, is terminated by the Executive for Good Reason, or Executive’s employment terminates at the conclusion of the Initial Term due to non-renewal by the Company; or (b) there has been a Change of Control and (i) Executive is an active and full-time employee at the time of the Change of Control, and (ii) within twenty-four (24) months following the date of the Change of Control, Executive’s employment is involuntarily terminated by the Company without Cause, is terminated by the Executive for Good Reason, or Executive’s employment terminates at the conclusion of the Initial Term due to non-renewal by the Company, and in all cases the Executive signs a customary mutual release provided by the Company (the “Release”), then the Executive shall be eligible for severance benefits as described in this Article 7. The Release shall not release or in any way affect any obligations the Company may have (i) to indemnify Executive as an employee, officer or director of the Company, including but not limited to under any directors’ and officers’ liability policy maintained by or for the benefit of the Company and its officers and directors, (ii) with respect to post-termination rights held by Executive as a holder of the Company’s capital stock or options to purchase such capital stock, including but not limited to under the LTIP and any award under such plan, (iii) with respect to payment of the Severance Payment or other post-termination rights or benefits of Executive under the terms of this Agreement or (iv) with respect to any benefit or payment of amounts due to Executive after Executive’s termination of employment under the terms of any of the Company’s employee benefit plans that Executive was participating in immediately prior to Executive’s termination of employment. The Company, its successors or assigns, will pay Executive an amount (the “Severance Payment”) equal to:
SEVERANCE; CHANGE IN CONTROL. (a) If the Company terminates the Executive for any reason other than "for cause" as provided in paragraph 8, above, then the Executive shall be entitled to receive severance compensation for a period of two years (or the remainder of the Executive's term if shorter) following termination, at a rate equal to the Executive's base salary as of the date of termination. In addition, the Executive shall be entitled to receive all medical, insurance and other benefits as provided hereunder for the remainder of the term of the Agreement and the bonus payment provided in paragraph 2(b) for the year in which the Executive was terminated.
SEVERANCE; CHANGE IN CONTROL. 7.01. If within six (6) months of a Change in Control, either: (i) FFF, its successors or assigns, terminates Executive's full-time employment for any reason other than those listed in Sections 6.02, 6.03, and 6.04 above; or (ii) Executive resigns his full-time employment in the context of a Constructive Discharge, FFF, its successors or assigns, shall:
SEVERANCE; CHANGE IN CONTROL. If within 2 years following a Change in Control (as defined herein), Executive is terminated without Cause or resigns for Good Reason, Executive shall be entitled to: (1) 200% of Base Salary, plus 200% of Target Annual Bonus, payable in a single lump sum; (2) pro-rated bonus based on target bonus for the year of Termination, payable with lump sum severance benefit; and (3) continued participation for 24 months in health, dental, disability, and life insurance plans at the same level of coverage and Executive contribution as was in effect immediately prior to Termination. Additionally, all equity and long term incentive awards not vested will become 100% vested on the effective date of the Change in Control. The payment of severance shall be conditioned upon Executive’s signing (and not revoking within the revocation period, if any, provided pursuant to the applicable release agreement) of a general release in favor of the Company. Nothing contained herein shall limit or impinge any other rights or remedies of the Company or Executive under any other agreement or plan to which Executive is a party or of which Executive is a beneficiary.
SEVERANCE; CHANGE IN CONTROL. If (i) the Company terminates your employment as Executive Vice President - Business and Legal Affairs without Cause, as defined in Annex A, or (ii) you terminate your employment for Good Reason, as defined in Annex A, the Company will pay you an amount equal to one and one-half (1 -1/2) times your Annualized Total Compensation (as defined below), subject to the execution by you of a customary release, which amount shall be payable in equal installments over the eighteen (18) month period following the date your employment with the Company is terminated (the "TERMINATION DATE"). The Company will also provide to you a continuation of all benefits, including automobile and other related benefits, if any, which you were eligible to receive immediately prior to such termination, for a period of eighteen (18) months following the Termination Date.
SEVERANCE; CHANGE IN CONTROL. 7.01 The Company, its successors or assigns, will pay Executive as severance pay an amount equal to eighteen (18) months of the Executive’s monthly base salary for full-time employment at the time of Executive’s separation if: (i) there has been a Change of Control of the Company (as defined in Section 7.03), and (ii) Executive is an active and full-time employee at the time of the Change of Control, and (iii) within twelve (12) months following the date of the Change of Control, Executive employment is involuntarily terminated for any reason (including Good Reason (as definition Section 7.03)), other than for Cause or death or disability. If prior to a Change of Control (a) Executive’s employment is involuntarily terminated by the Company without cause or (b) Executive voluntarily terminates his employment for Good Reason, and such involuntary termination for Good Reason (y) occurred at the request of a person who indicated an intention, or taken steps reasonably calculated, to effect a Change of Control or (y) otherwise occurred in connection with, or in anticipation of, a Change of Control which actually occurs, then the termination of Executive’s employment shall be deemed to have occurred immediately following a Change of Control. Nothing in this Subsection 7.01 shall limit the authority of the Committee or Board to terminate Executive’s employment in accordance with Section 6.03. Payment of such amount, less customary withholdings, shall be made in one lump sum and will occur within thirty (30) days of the Executive’s termination or resignation;
SEVERANCE; CHANGE IN CONTROL. If (i) the Company terminates your employment as Senior Vice President of Mergers and Acquisitions without Cause, as defined in Annex A, or (ii) you terminate your employment for Good Reason, as defined in Annex A, the Company will pay you an amount equal to your (a) Annualized Total Compensation (as defined below) plus (b) a pro-rated amount of your Annual Bonus for the fiscal year in which such termination occurs through the date of termination if the Company achieves the performance objectives set forth by the Board for the fiscal year in which such termination occurs, subject, in each case, to the execution by you of a customary release. The amount set forth in clause (a) of the preceding sentence shall be payable in equal installments over the twelve (12) month period following the date your employment with the Company is terminated (the “Termination Date”) and the amount set forth in clause (b) of the preceding sentence shall be payable at the same time that the Company’s continuing employees receive payment of their annual bonus for such fiscal year. The Company will also provide to you a continuation of all benefits, including automobile and other related benefits, if any, which you were eligible to receive immediately prior to such termination, for a period of twelve (12) months following the Termination Date. Your rights of indemnification under the Company’s and its subsidiaries’ and affiliates’ organizational documents, any plan or agreement at law or otherwise and your rights thereunder to director’s and officer’s liability insurance coverage for, in both cases, actions as an officer and director of the Company and its affiliates shall survive any termination of your employment.
SEVERANCE; CHANGE IN CONTROL. Subject to the full execution of the Employment Agreement, you will be provided with a severance and change in control benefit, which will provide that if, in the absence of a Change in Control (as defined in the Employment Agreement), (i) your employment is terminated by the Company without Cause or (ii) you resign for Good Reason (as these terms are defined in the Employment Agreement) then upon your delivery to the Company of an effective Waiver and Release (in the form attached to the Employment Agreement), you shall be entitled to the equivalent of twelve (12) months of your annual base salary in effect at the time of termination, less standard deductions and withholdings; (b) accelerated vesting of all unvested shares of time-based options then held by you, such that all shares shall be vested and fully exercisable as of the date of your termination; and (c) a gross up of your total health premiums for a period of twelve (12) months, payable to you in a lump sum. In addition, in the event you are terminated without Cause or you resign for Good Reason within the one month period immediately preceding or the twelve (12) month period immediately following a Change in Control (as these terms are defined in the Employment Agreement) then upon your delivery to the Company of an effective Waiver and Release (in the form attached to the Employment Agreement), you shall be entitled to the benefits listed above and in addition you shall be also entitled to (a) a lump-sum payment of the annual target bonus in effect during the year of your termination (less standard deductions and withholdings). EMPLOYMENT AT WILL: Regulus is an at-will employer and as such your employment must be entered into voluntarily and for no specified period. As a result, you are free to resign or the company may terminate your employment at any time, for any reason, with or without cause. No one other than the President and CEO has the authority to alter this employment relationship, either verbally or in writing. Regulus Therapeutics Inc. expects that you will not disclose to it any proprietary information or trade secrets of any former employer or bring onto its premises any unpublished documents or any property belonging to any former employer. Since this would be improper, such conduct could be a basis for discipline up to and including termination. This offer is subject to your signing an Employee Confidential Information and Inventions Agreement with the Company, and the Company’...
SEVERANCE; CHANGE IN CONTROL. In the event Executive’s employment under this Agreement is terminated by a Change in Control as defined in 9, none of the Executive’s Founders shares shall be cancelled. The Company shall continue to pay Executive his Base Compensation and the Company shall pay the full cost of providing health and group life insurance for the Executive, his spouse and eligible dependent children and any other such benefits as the Company may choose to offer the employees of the Company until the date three (3) months from the date of such termination, paid in accordance with the Company’s regular payroll practices. Within thirty (30) days after the date of termination, the Company shall reimburse Executive for all expenses payable under Section Six (6) hereof through such date of termination. Except as set forth in this Section 9, the Company shall have no further obligation to provide compensation or benefits to Executive under this Agreement; provided, however, that to the extent that any of the Company’s benefit plans provide rights or benefits after an employee’s termination, Executive may continue to receive such rights or benefits in accordance with the terms of such plans.
